1031-00004 · Hudson Yards West Mortgage LLC · Transaction Documents/Intercreditor

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RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

Among

NYC ECONOMIC DEVELOPMENT CORPORATION, as Ground Lessor,

HUDSON YARDS WEST MORTGAGE LLC, as Ground Lessee,

and

IRONCLAD NATIONAL BANK, N.A., as Administrative Agent

Dated as of June 15, 2025

Property: 450 West 34th Street, New York, New York 10001

Block 729, Lots 1, 5, 12, 15

Borough of Manhattan, City, County and State of New York

Record and Return to:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is entered into as of June 15, 2025, by and among:

(1) NYC ECONOMIC DEVELOPMENT CORPORATION ("NYCEDC"), a New York City local development corporation organized and existing under the Not-for-Profit Corporation Law of the State of New York, having its principal office at One Liberty Plaza, New York, New York 10006, as ground lessor under the Ground Lease (as defined below);

(2) HUDSON YARDS WEST MORTGAGE LLC ("Ground Lessee"), a Delaware limited liability company, having an address at c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, as ground lessee under the Ground Lease; and

(3) IRONCLAD NATIONAL BANK, N.A. ("Agent"), a national banking association organized and existing under the laws of the United States, having its principal office at 277 Park Avenue, New York, New York 10172, as administrative agent for itself and the other lenders under the Loan Agreement (as defined below).

RECITALS

A. NYCEDC is a New York City local development corporation that functions as the City of New York's primary agent for economic development, and is the owner in fee simple of the real property more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), located at 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York as Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15, together with all buildings, structures, fixtures, and other improvements now or hereafter located thereon.

B. NYCEDC, as ground lessor, and Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), as original ground lessee, entered into that certain Ground Lease dated as of June 1, 2020 (the "Original Ground Lease"), which Original Ground Lease was recorded in the Office of the City Register of the City of New York (the "City Register's Office") on June 12, 2020, under City Register File Number ("CRFN") 2020000198762. The Original Ground Lease, as the same may have been or may hereafter be amended, restated, supplemented, or otherwise modified from time to time, is referred to herein as the "Ground Lease." The Ground Lease and all amendments, modifications, and supplements thereto are more particularly described in Exhibit B attached hereto and incorporated herein by reference.

C. MTDC's leasehold interest under the Ground Lease has been assigned to Ground Lessee pursuant to that certain Assignment and Assumption of Ground Lease dated as of March 1, 2024, recorded in the City Register's Office on March 15, 2024, under CRFN 2024000087431, and NYCEDC has consented to such assignment pursuant to that certain Consent to Assignment dated as of February 28, 2024, recorded in the City Register's Office on March 15, 2024, under CRFN 2024000087432. Ground Lessee is the current holder of the lessee's interest under the Ground Lease.

D. Agent, a national banking association having its principal office at 277 Park Avenue, New York, New York 10172, is acting as Administrative Agent for itself and the other lenders party to that certain Building Loan Agreement dated as of the date hereof, among Ground Lessee, Agent, and the lenders party thereto (the "Building Loan Agreement"), and that certain Project Loan Agreement dated as of the date hereof, among Ground Lessee, Agent, and the lenders party thereto (the "Project Loan Agreement" and, together with the Building Loan Agreement, collectively, the "Loan Agreement"), pursuant to which Agent and the lenders have agreed to make a mortgage loan to Ground Lessee in the aggregate principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) (the "Loan") to finance the construction of certain improvements on the Land.

E. As security for the Loan and all obligations of Ground Lessee under the Loan Documents (as defined below), Ground Lessee has encumbered its leasehold interest under the Ground Lease by executing and delivering to Agent that certain Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (the "Mortgage"), to be recorded in the City Register's Office contemporaneously with, or promptly following, the recording of this Agreement. The Mortgage creates a first-priority leasehold mortgage lien on the Leasehold Estate (as defined below) and constitutes a first-priority assignment of the rents, issues, profits, and proceeds arising from or related to the Leasehold Estate.

F. Agent has required, as a condition precedent to making the Loan and the disbursement of any funds under the Loan Agreement, that NYCEDC execute and deliver this Subordination, Non-Disturbance and Attornment Agreement in favor of Agent and the lenders under the Loan Agreement.

G. NYCEDC is willing to enter into this Agreement on the terms and conditions set forth herein, in consideration of the making of the Loan by Agent and the lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by NYCEDC.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions

In addition to the terms defined elsewhere in this Agreement, including in the Recitals (which Recitals are incorporated herein by reference and made a part of this Agreement), the following terms shall have the meanings set forth below when used in this Agreement:

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute thereto.

"Default" means a default or event of default by Ground Lessee under the Ground Lease, after the expiration of any and all applicable notice and cure periods set forth in the Ground Lease (and, where applicable, the extended notice and cure periods set forth in Section 5 of this Agreement), which default entitles NYCEDC to exercise remedies under the Ground Lease, including, without limitation, the right to terminate the Ground Lease or to re-enter the Land.

"Fee Estate" means NYCEDC's fee simple interest in and to the Land, including all of NYCEDC's right, title, and interest as the ground lessor under the Ground Lease, together with any and all reversionary interests of NYCEDC in and to the improvements located on the Land.

"Foreclosure Event" means (a) any foreclosure of the Mortgage, whether by judicial proceedings or by exercise of any power of sale contained therein or otherwise available under applicable law, (b) any sale in lieu of foreclosure, (c) any acceptance by Agent of a deed in lieu of foreclosure, (d) any assignment or transfer of the Leasehold Estate to Agent or any other person or entity pursuant to a settlement or workout in connection with the Loan, or (e) any other exercise of remedies under the Mortgage or the Loan Documents resulting in a change of ownership of the Leasehold Estate.

"Ground Lease" has the meaning set forth in the Recitals, and includes all amendments, modifications, supplements, restatements, and extensions thereof entered into from time to time in accordance with the terms of this Agreement.

"Leasehold Estate" means Ground Lessee's leasehold estate in and to the Land arising under and by virtue of the Ground Lease, and all rights, privileges, options (including, without limitation, any renewal or extension options and any purchase options), and appurtenances arising under or in connection with the Ground Lease, together with all of Ground Lessee's right, title, and interest in and to all buildings, structures, fixtures, and other improvements now or hereafter located on the Land.

"Loan Documents" means, collectively, the Loan Agreement, the Mortgage, the promissory notes evidencing the Loan, any guaranty or indemnity agreements executed in connection with the Loan, any environmental indemnity agreement, any interest rate protection agreements, and all other documents, instruments, certificates, and agreements executed and delivered by Ground Lessee or any other party in connection with, or as security for, the Loan, in each case as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time.

"Mortgage" has the meaning set forth in the Recitals, and includes all amendments, modifications, consolidations, extensions, supplements, restatements, and replacements thereof entered into from time to time.

"New Lease" has the meaning set forth in Section 7 of this Agreement.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity of any kind.

"Successor" means Agent, any lender under the Loan Agreement, or any third party (including, without limitation, any single-purpose entity designated by Agent) that acquires the Leasehold Estate through or in connection with a Foreclosure Event, and their respective successors and assigns, provided that any such Person (other than Agent or a lender) has assumed in writing the obligations of the ground lessee under the Ground Lease arising from and after the date of such acquisition.

Section 2. Subordination of Ground Lease to Mortgage

2.1 NYCEDC hereby agrees that the Ground Lease and all of NYCEDC's right, title, and interest in and to the Ground Lease (including, without limitation, (a) any right to terminate, cancel, or modify the Ground Lease, (b) any right to receive rent, additional rent, and any and all other payments or sums due or payable thereunder, (c) any reversionary interest in and to the Land and the improvements thereon, (d) any right of re-entry or repossession, and (e) any other right, remedy, or interest of NYCEDC arising under or in connection with the Ground Lease) shall be and are hereby made subject and subordinate in all respects to the lien, operation, and effect of the Mortgage and all amendments, modifications, extensions, consolidations, spreader agreements, and replacements thereof, and to all rights and remedies of Agent under the Mortgage and the other Loan Documents.

2.2 The subordination set forth in Section 2.1 above shall encompass and extend to (a) all advances and re-advances made by Agent and the lenders under the Loan Documents, whether made on the date hereof or at any time hereafter, including, without limitation, all initial advances, future advances, and protective advances (including, without limitation, advances for the payment of taxes, insurance premiums, ground rent, and other charges necessary to protect the security of the Mortgage), (b) all interest, default interest, late charges, prepayment premiums or fees, and other charges accruing on or in connection with the Loan, (c) all costs, fees, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Agent or any lender in connection with the enforcement or protection of the Mortgage or any other Loan Document, and (d) all other sums, obligations, and liabilities secured by the Mortgage, whether now existing or hereafter arising.

2.3 The subordination effected by this Section 2 shall be self-operative and no further instrument, act, or agreement of subordination shall be required to effectuate such subordination. Notwithstanding the foregoing, NYCEDC shall, within ten (10) business days after written request by Agent, execute, acknowledge, and deliver any and all confirmatory instruments or certificates reasonably requested by Agent to evidence or confirm such subordination, in form and substance reasonably satisfactory to Agent. NYCEDC hereby irrevocably appoints Agent as its attorney-in-fact, coupled with an interest, to execute any such confirmatory instrument on behalf of NYCEDC in the event NYCEDC fails to execute and deliver such instrument within such ten (10) business day period, such power of attorney to be exercised only after written notice to NYCEDC and the expiration of such period without NYCEDC's compliance.

2.4 Notwithstanding anything to the contrary contained in this Section 2, the subordination set forth herein shall not impair or diminish NYCEDC's right to collect rent, additional rent, and all other amounts payable under the Ground Lease from Ground Lessee or any Successor in the ordinary course, unless and until Agent has exercised its rights and remedies under the assignment of leases and rents contained in the Mortgage and has delivered written notice to NYCEDC directing that such amounts be paid directly to Agent. Upon receipt of such notice, NYCEDC shall comply with such direction until such time as Agent delivers a written rescission of such direction to NYCEDC.

Section 3. Non-Disturbance

3.1 Agent agrees that so long as no Default has occurred under the Ground Lease that remains uncured beyond all applicable notice and cure periods provided in the Ground Lease and the extended cure periods granted to Agent under Section 5 of this Agreement, no Foreclosure Event or exercise of any right or remedy under the Mortgage or the Loan Documents (including, without limitation, any sale, transfer, or assignment of the Leasehold Estate in connection therewith) shall:

(a) terminate, extinguish, or disturb Ground Lessee's (or any Successor's) possession, use, or quiet enjoyment of the Leasehold Estate or any portion thereof;

(b) extinguish, impair, abridge, or otherwise adversely affect the Ground Lease or any of Ground Lessee's (or any Successor's) rights, interests, or privileges thereunder;

(c) be deemed to constitute an eviction, whether actual or constructive, of Ground Lessee or any Successor, or otherwise render the Ground Lease void or voidable; or

(d) affect, diminish, or impair any of Ground Lessee's (or any Successor's) rights, privileges, options, or elections under the Ground Lease, including, without limitation, any renewal or extension options, any purchase options, any expansion rights, and any rights relating to the use, development, alteration, or improvement of the Land and the improvements thereon.

3.2 The non-disturbance protections set forth in Section 3.1 above shall inure to the benefit of Ground Lessee and any Successor that acquires the Leasehold Estate through or in connection with a Foreclosure Event and that assumes the obligations of the ground lessee under the Ground Lease from and after the date of such acquisition. Such protections shall be effective automatically upon such Successor's acquisition of the Leasehold Estate without the necessity of any further act, instrument, or agreement.

3.3 NYCEDC shall recognize each Successor as the ground lessee under the Ground Lease without the necessity of executing a new ground lease, provided that such Successor has assumed in writing the obligations of the ground lessee under the Ground Lease from and after the date of such Successor's acquisition of the Leasehold Estate (subject to the limitations on Successor liability set forth in Section 4 of this Agreement). The foregoing recognition shall be subject to Section 7 of this Agreement, which provides for the execution of a New Lease in the event the Ground Lease is terminated or rejected in a bankruptcy proceeding.

3.4 NYCEDC's obligations under this Section 3 shall be binding upon NYCEDC and its successors and assigns, including, without limitation, any Person that acquires the Fee Estate from or through NYCEDC.

Section 4. Attornment

4.1 Ground Lessee agrees that upon the occurrence of a Foreclosure Event, Ground Lessee shall attorn to any Successor as the ground lessee under the Ground Lease, and shall recognize such Successor as the holder of the Leasehold Estate and the ground lessee under the Ground Lease, effective as of the date such Successor acquires the Leasehold Estate. NYCEDC agrees to accept such attornment and to recognize such Successor as the ground lessee under the Ground Lease, subject to the terms and conditions of this Agreement.

4.2 Upon such attornment, the Ground Lease shall continue in full force and effect as a direct lease between NYCEDC, as ground lessor, and the Successor, as ground lessee, upon all of the same terms, covenants, conditions, and provisions as are set forth in the Ground Lease, for the remainder of the term thereof (including any renewal or extension periods), with the same force and effect as if such Successor had been originally named as the ground lessee thereunder; provided, however, that such Successor shall not be:

(a) liable for any act, omission, default, misrepresentation, or breach of the Ground Lease by any prior ground lessee (including, without limitation, Ground Lessee, MTDC, or any other predecessor in interest) occurring prior to the date the Successor acquires the Leasehold Estate, or for any obligation of any prior ground lessee that first accrued prior to such date, except to the extent that such obligation is continuing in nature and is reasonably susceptible of cure by the Successor;

(b) subject to any offset, defense, claim, counterclaim, abatement, or reduction of rent or other amounts that NYCEDC may have against any prior ground lessee arising out of any event, act, or omission occurring prior to the date the Successor acquires the Leasehold Estate, whether or not such offset, defense, claim, counterclaim, abatement, or reduction was asserted or was assertable prior to such date;

(c) bound by any prepayment of rent, additional rent, or any other charge or payment under the Ground Lease for more than one (1) month in advance of the due date thereof, to the extent such prepayment was made to NYCEDC without the prior written consent of Agent;

(d) bound by any amendment, modification, supplement, termination, surrender, or cancellation of the Ground Lease made without Agent's prior written consent, to the extent such consent is required under this Agreement, the Ground Lease, or the Loan Documents;

(e) liable for the return or payment of any security deposit or letter of credit delivered to NYCEDC by any prior ground lessee unless and to the extent that such security deposit or letter of credit (or the proceeds thereof) has been actually received by the Successor and is in the Successor's possession or control;

(f) liable for any construction, development, completion, or restoration obligations of any prior ground lessee under the Ground Lease or otherwise, except to the extent the Successor has expressly assumed such obligations in writing; or

(g) bound by any consent previously given by NYCEDC to any assignment, subletting, or other transfer of the Ground Lease by any prior ground lessee, to the extent such consent was given without Agent's prior written consent (where such consent was required under this Agreement or the Loan Documents).

4.3 NYCEDC shall, promptly upon the written request of Agent or any Successor, execute and deliver an instrument in recordable form confirming the attornment described in this Section 4, the continued effectiveness of the Ground Lease, and NYCEDC's recognition of the Successor as the ground lessee under the Ground Lease. The failure or refusal of NYCEDC to execute and deliver such instrument shall not affect the effectiveness or validity of the attornment described in this Section 4, which attornment shall be self-operative and effective without the execution of any further instrument.

Section 5. Notice and Cure Rights of Agent

5.1 NYCEDC covenants and agrees that it shall not exercise any right to terminate or cancel the Ground Lease, to re-enter or repossess the Land, to dispossess or evict Ground Lessee, or to exercise any other remedy available to NYCEDC under the Ground Lease by reason of any Default under the Ground Lease, unless and until NYCEDC has first given Agent written notice of such Default in accordance with the provisions of this Section 5 and the applicable cure periods set forth herein have expired without cure.

5.2 Concurrently with, or promptly after (and in no event later than five (5) business days after), the giving of any notice by NYCEDC to Ground Lessee of any default, event of default, or alleged breach under the Ground Lease, NYCEDC shall give Agent written notice (a "Default Notice") thereof, which Default Notice shall (a) specify in reasonable detail the nature of such default, event of default, or alleged breach, (b) identify the specific provision(s) of the Ground Lease alleged to have been violated, (c) state the amount of any unpaid rent or other monetary sum then due and owing (if the default is a monetary default), and (d) specify the action required to cure such default. No notice by NYCEDC to Ground Lessee of any default under the Ground Lease shall be effective as against Agent unless and until a copy of such notice has been delivered to Agent in accordance with this Section 5.2. NYCEDC's failure to deliver such notice to Agent shall not be deemed a waiver of any default by Ground Lessee under the Ground Lease, but shall toll the running of any cure period applicable to Agent under this Section 5 until such notice is delivered to Agent.

5.3 Notice to Agent shall be delivered in accordance with Section 11 of this Agreement, addressed as follows:

Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172

Attention: Kenneth Pryor, Managing Director, RE Finance

With a copy to:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

5.4 Agent shall have the right (but not the obligation) to cure any Default under the Ground Lease, and NYCEDC shall accept Agent's cure of any such Default as if such cure had been performed by Ground Lessee. Agent shall have the following cure periods, each commencing on the date Agent actually receives NYCEDC's Default Notice in accordance with Sections 5.2 and 5.3 above:

(a) Monetary Defaults. For any Default consisting of the failure to pay rent, additional rent, or any other monetary sum due under the Ground Lease, Agent shall have thirty (30) days after Agent's receipt of the Default Notice within which to cure such monetary Default; provided, however, that if the cure period available to Ground Lessee under the Ground Lease for such monetary Default, when extended by an additional fifteen (15) days, results in a period shorter than thirty (30) days after Agent's receipt of notice, then Agent's cure period shall be such shorter period (but in no event less than fifteen (15) days after Agent's receipt of notice).

(b) Non-Monetary Defaults Capable of Cure Without Possession. For any Default that does not involve the payment of money and that is capable of being cured by Agent without obtaining possession of the Land, Agent shall have sixty (60) days after Agent's receipt of the Default Notice within which to cure such Default; provided, however, that if such Default is of a nature that cannot reasonably be cured within such sixty (60)-day period, then Agent's cure period shall be extended for such additional period as may be reasonably necessary to effect such cure, so long as Agent has commenced cure within such sixty (60)-day period and is thereafter diligently and continuously prosecuting such cure to completion.

(c) Non-Monetary Defaults Requiring Possession. For any Default that is not capable of being cured by Agent without obtaining possession of the Land (including, without limitation, any Default relating to the physical condition of the Land or the improvements thereon, or any Default requiring personal performance by Ground Lessee that cannot be performed by Agent without possession), Agent shall have a reasonable period of time after Agent's receipt of the Default Notice within which to cure such Default, provided that Agent (i) has commenced foreclosure proceedings or other proceedings to obtain possession of the Leasehold Estate within sixty (60) days after Agent's receipt of the Default Notice, (ii) is diligently and continuously prosecuting such proceedings to completion, and (iii) upon obtaining possession, diligently and continuously prosecutes the cure of such Default to completion. For purposes of this subsection (c), the commencement of proceedings shall include the filing of a complaint in foreclosure, the commencement of a proceeding under the Uniform Commercial Code, or the institution of any other legal action or proceeding directed toward obtaining possession of the Leasehold Estate.

5.5 NYCEDC shall accept Agent's performance of any obligation of Ground Lessee under the Ground Lease, or the curing of any Default thereunder, with the same force and effect as if such performance or cure had been rendered or made directly by Ground Lessee. No cure by Agent of any Default shall be construed as an assumption by Agent of any obligation or liability under the Ground Lease beyond the scope of such cure.

5.6 Agent, or its agents, designees, contractors, or representatives, shall have the right to enter upon the Land (upon reasonable prior notice to NYCEDC, which may be oral notice in the case of an emergency) for the purpose of effecting any cure of any Default under the Ground Lease, and NYCEDC shall provide Agent with reasonable access to the Land for such purposes. Agent shall use commercially reasonable efforts to minimize any disruption to NYCEDC's operations or the operations of any other occupant of the Land in connection with any such entry.

5.7 Any cure period available to Agent under this Section 5 shall be tolled during any period in which Agent is enjoined, restrained, or stayed by order of a court of competent jurisdiction or by operation of any applicable provision of the Bankruptcy Code or other applicable law from commencing or prosecuting foreclosure proceedings or other proceedings to obtain possession of the Leasehold Estate, or from taking any action necessary to effectuate a cure. Agent shall use commercially reasonable efforts to obtain the lifting or modification of any such injunction, restraining order, or stay.

5.8 If Agent commences foreclosure or other proceedings to obtain possession of the Leasehold Estate and such proceedings are discontinued or dismissed (other than by reason of a voluntary dismissal by Agent), the cure periods set forth in Section 5.4 shall be reinstated and shall begin to run anew from the date of such discontinuance or dismissal, and Agent shall have the same rights under this Section 5 as if such proceedings had not been commenced.

Section 6. Consent and Restrictions on Ground Lease Amendments; Estoppel

6.1 NYCEDC covenants and agrees that, so long as the Mortgage remains a lien on the Leasehold Estate and this Agreement remains in effect, NYCEDC shall not, without the prior written consent of Agent (which consent may be granted or withheld in Agent's sole and absolute discretion):

(a) cancel, terminate, or accept a surrender of the Ground Lease, in whole or in part, except in connection with a Default that has not been cured within the cure periods provided in the Ground Lease and the extended cure periods provided in Section 5 of this Agreement;

(b) amend, modify, supplement, or restate the Ground Lease in any material respect, including, without limitation, any amendment, modification, supplement, or restatement affecting (i) the term of the Ground Lease or any renewal or extension options, (ii) the amount of ground rent, additional rent, or any other monetary obligations of the ground lessee, (iii) the permitted uses of the Land, (iv) the assignment, subletting, or transfer provisions, (v) the insurance requirements, (vi) the casualty or condemnation restoration provisions, (vii) the default and remedies provisions, (viii) any provision that is the subject of this Agreement, or (ix) any other provision that could reasonably be expected to have a material adverse effect on the value or security of the Leasehold Estate or on Agent's rights under this Agreement or the Loan Documents;

(c) consent to any assignment of the Ground Lease or any subletting of all or any material portion of the Land by Ground Lessee, other than (i) a collateral assignment of the Leasehold Estate to Agent pursuant to the Mortgage or the Loan Documents, (ii) a transfer of the Leasehold Estate resulting from or occurring in connection with a Foreclosure Event, or (iii) any assignment or subletting that is expressly permitted under the Ground Lease without the consent of NYCEDC;

(d) accept a voluntary surrender of all or any portion of the Leasehold Estate from Ground Lessee; or

(e) subordinate the Ground Lease to any mortgage, lien, encumbrance, or other interest other than the Mortgage.

6.2 Any cancellation, termination, surrender, amendment, modification, supplement, restatement, consent, or subordination made or given by NYCEDC in violation of Section 6.1 above shall be void and of no force or effect as against Agent and any Successor, and shall not be binding upon Agent or any Successor.

6.3 NYCEDC shall, within fifteen (15) business days after written request by Agent (which request may be made no more than twice in any twelve (12)-month period unless a Default exists or a Foreclosure Event has occurred or is threatened), execute and deliver to Agent (or to any Person designated by Agent) a written estoppel certificate, certified by an authorized officer of NYCEDC, confirming:

(i) that the Ground Lease is in full force and effect and has not been amended, modified, supplemented, or otherwise changed (or, if the Ground Lease has been so amended, modified, supplemented, or changed, specifying each such amendment, modification, supplement, or change);

(ii) the current annual ground rent payable under the Ground Lease, the date through which ground rent has been paid, and the schedule of any CPI escalation or other rent adjustment provisions;

(iii) that, to NYCEDC's knowledge, no Default exists under the Ground Lease and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute a Default (or, if any such Default or event exists, specifying the nature thereof in reasonable detail);

(iv) the expiration date of the then-current term of the Ground Lease and the existence and terms of any unexercised renewal or extension options;

(v) the amount, if any, of any security deposit held by NYCEDC under the Ground Lease; and

(vi) such other matters relating to the Ground Lease or the status of the Ground Lease as Agent may reasonably request.

6.4 Any estoppel certificate delivered pursuant to Section 6.3 may be relied upon by Agent, the lenders, any Successor, and any prospective purchaser, assignee, or lender to whom such certificate is addressed or delivered.

Section 7. New Lease

7.1 If the Ground Lease is terminated, cancelled, or rejected for any reason whatsoever (including, without limitation, (a) by reason of a Default that has not been cured within the cure periods provided herein, (b) by rejection or disaffirmance of the Ground Lease in any bankruptcy, insolvency, receivership, or similar proceeding involving Ground Lessee, MTDC, or any other party, (c) by operation of law, or (d) by any other reason), NYCEDC shall give Agent prompt written notice of such termination, cancellation, or rejection, which notice shall be given not later than five (5) business days after the effective date of such termination, cancellation, or rejection.

7.2 Agent shall have the right, exercisable by written notice to NYCEDC given within sixty (60) days after Agent's actual receipt of the notice described in Section 7.1 above (the "Election Period"), to require NYCEDC to enter into a new ground lease (the "New Lease") with Agent or Agent's designee. Any designee of Agent must be a single-purpose entity whose organizational documents are reasonably acceptable to NYCEDC; provided, however, that NYCEDC shall not unreasonably withhold, condition, or delay its acceptance of any such designee. Agent's failure to exercise such right within the Election Period shall constitute a waiver of Agent's right to a New Lease.

7.3 The New Lease shall:

(a) be for a term commencing on the date of termination of the Ground Lease and ending on the date that the Ground Lease would have expired had it not been so terminated, including the remainder of the then-current term and all unexercised renewal and extension options that would have been available to Ground Lessee under the Ground Lease;

(b) contain the same terms, covenants, conditions, and provisions as the Ground Lease, including, without limitation, the ground rent of Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00) per annum, subject to CPI escalation every five (5) years as set forth in the Ground Lease, and all other monetary and non-monetary obligations of the ground lessee;

(c) have the same priority as the Ground Lease, and be entitled to the same priority position as the Ground Lease vis-à-vis any mortgage, lien, or other encumbrance on the Fee Estate; and

(d) require that Agent or its designee, as a condition to the effectiveness of the New Lease, cure all then-existing monetary Defaults under the Ground Lease (to the extent capable of being cured by payment of money) and all non-monetary Defaults that are reasonably susceptible of cure, in each case within a reasonable time after execution and delivery of the New Lease (which reasonable time shall not exceed sixty (60) days for monetary Defaults and ninety (90) days for non-monetary Defaults, subject to extension for non-monetary Defaults that cannot reasonably be cured within such period so long as cure has been commenced and is being diligently prosecuted).

7.4 During the Election Period, NYCEDC shall not enter into any new lease, license, occupancy agreement, management agreement, or any other agreement with respect to the Land (or any portion thereof) with any Person other than Agent or Agent's designee, and shall not take any action that could impair or diminish the value of the Leasehold Estate or the rights that would be available to Agent or its designee under the New Lease.

7.5 Agent or its designee shall pay all costs and expenses incurred in connection with the preparation, negotiation, execution, delivery, and recording of the New Lease, including, without limitation, all recording fees, transfer taxes, mortgage recording taxes (if applicable), and documentary stamps. NYCEDC shall cooperate with Agent and its designee in connection with the execution and recording of the New Lease and shall execute such documents and instruments as may be reasonably necessary or appropriate in connection therewith.

7.6 The New Lease shall be executed and delivered within thirty (30) days after Agent's exercise of its right to a New Lease pursuant to Section 7.2, or such later date as may be reasonably necessary to prepare the New Lease documentation and satisfy the conditions set forth in Section 7.3(d) above. Pending the execution of the New Lease, Agent or its designee shall be deemed to be the ground lessee under the Ground Lease and shall have all of the rights and obligations of the ground lessee thereunder from and after the date of Agent's exercise of its right to a New Lease.

Section 8. Insurance and Condemnation Proceeds

8.1 Notwithstanding anything to the contrary contained in the Ground Lease, so long as the Mortgage remains a lien on the Leasehold Estate and has not been satisfied or discharged of record:

(a) All insurance proceeds payable by reason of any casualty, fire, or other loss or damage affecting the improvements on the Land, or any portion thereof, shall be paid to and held by Agent (or a mutually acceptable escrow agent or insurance trustee designated in the Loan Documents) and shall be applied in accordance with the terms of the Mortgage and the Loan Documents, subject to the provisions of the Ground Lease requiring restoration of the improvements to the extent required thereunder and to the extent consistent with the terms of the Mortgage and the Loan Documents. To the extent the Mortgage and the Loan Documents require or permit the application of insurance proceeds to the restoration of the improvements and such restoration is also required under the Ground Lease, the proceeds shall be made available for such restoration in accordance with the terms of the Mortgage and the Loan Documents. To the extent the Mortgage and the Loan Documents permit the application of insurance proceeds to the reduction of the outstanding principal balance of the Loan (and restoration is not required under the Ground Lease), such proceeds may be so applied.

(b) All condemnation awards, proceeds, and compensation payable by reason of any taking, condemnation, or exercise of the power of eminent domain affecting all or any portion of the Land or the improvements thereon (whether a total taking, a partial taking, or a temporary taking) shall be paid to and held by Agent (or a mutually acceptable escrow agent designated in the Loan Documents) and shall be applied in accordance with the terms of the Mortgage and the Loan Documents, subject to the provisions of the Ground Lease relating to condemnation and restoration. NYCEDC's rights to any portion of such awards, proceeds, or compensation attributable to the value of the Fee Estate (including, without limitation, the value of the land exclusive of the improvements) shall not be impaired by this Agreement, and Agent's interest shall extend only to such portion of such awards, proceeds, or compensation as is attributable to the value of the Leasehold Estate and the improvements thereon.

8.2 NYCEDC acknowledges and agrees that Agent has a first-priority security interest in and lien upon all insurance proceeds and condemnation awards described in Section 8.1 above, to the extent of Agent's interest in the Leasehold Estate as provided in the Mortgage and the Loan Documents, and that Agent's interest in such proceeds and awards is senior and superior to any interest of NYCEDC therein (other than NYCEDC's separate interest in condemnation awards attributable to the Fee Estate as described in Section 8.1(b) above).

8.3 NYCEDC shall cooperate with Agent in connection with any insurance claim or loss adjustment relating to the improvements on the Land, including, without limitation, by providing access to the Land for inspection and appraisal purposes, executing proofs of loss and other claim documentation as may be reasonably requested by Agent, and participating in any negotiations with insurance carriers. NYCEDC shall likewise cooperate with Agent in connection with any condemnation proceeding affecting the Land or the improvements thereon, including, without limitation, by giving Agent prompt written notice of any actual or threatened condemnation, by permitting Agent to participate in (and, to the extent permitted by law, to control) any negotiations or proceedings relating to such condemnation, and by not settling or compromising any condemnation claim without Agent's prior written consent.

Section 9. Bankruptcy Protections

9.1 This Agreement is intended to be, and shall be construed as, an agreement that satisfies the requirements of Section 365(h) of the Bankruptcy Code (11 U.S.C. § 365(h)) and any comparable provision of applicable state law (including, without limitation, Section 235-f of the New York Real Property Law and Section 7-105 of the New York General Obligations Law, to the extent applicable), so that in the event Ground Lessee becomes a debtor in a case under the Bankruptcy Code and the Ground Lease is rejected pursuant to Section 365(a) of the Bankruptcy Code, Agent (or its designee or Successor) shall be entitled to retain possession of the Leasehold Estate and to exercise all rights and options under the Ground Lease.

9.2 If Ground Lessee (or any successor tenant under the Ground Lease) becomes a debtor under the Bankruptcy Code or under any state insolvency law, and the Ground Lease is rejected, disaffirmed, or otherwise terminated by operation of such law or by order of the applicable court, NYCEDC agrees as follows:

(a) Agent (or its designee or Successor) shall have the right to retain possession of the Leasehold Estate and to continue to occupy and use the Land for the balance of the term of the Ground Lease, including any renewal or extension periods, upon the same terms and conditions as set forth in the Ground Lease (to the extent consistent with the applicable provisions of the Bankruptcy Code);

(b) Agent (or its designee or Successor) shall have the right to enter into a New Lease pursuant to Section 7 of this Agreement, which New Lease shall be on the terms described therein;

(c) NYCEDC shall recognize Agent (or its designee or Successor) as the ground lessee under the Ground Lease (or the New Lease, as applicable) and shall accept performance by Agent (or its designee or Successor) of the obligations of the ground lessee under the Ground Lease from and after the date of such rejection or termination; and

(d) NYCEDC's obligations under the Ground Lease to Agent (or its designee or Successor) shall continue in full force and effect, including, without limitation, NYCEDC's obligation to provide quiet enjoyment of the Leasehold Estate and to perform all landlord obligations under the Ground Lease.

9.3 NYCEDC covenants and agrees that it shall not seek, and shall not join in or support any motion or application seeking, to terminate, cancel, or interfere with the possessory rights of Agent, any Successor, or any designee of Agent under or in respect of the Ground Lease or the Mortgage in any bankruptcy, insolvency, receivership, or similar proceeding involving Ground Lessee, MTDC, or any other party. NYCEDC shall not file or support any motion seeking to avoid, set aside, or otherwise challenge the validity, enforceability, or priority of the Mortgage or any other Loan Document in any such proceeding.

9.4 In any bankruptcy proceeding involving Ground Lessee as debtor, if the trustee or debtor-in-possession seeks to assume and assign the Ground Lease pursuant to Section 365 of the Bankruptcy Code, NYCEDC agrees that Agent shall be entitled to receive notice of any such proposed assumption and assignment and shall have the right to object thereto and to bid on or credit bid for the Leasehold Estate in connection with any sale under Section 363 of the Bankruptcy Code or plan of reorganization under Section 1129 of the Bankruptcy Code.

Section 10. Representations and Covenants of NYCEDC

NYCEDC hereby represents, warrants, and covenants to Agent as of the date hereof, and as of the date of any advance under the Loan Documents, as follows:

(a) Fee Ownership. NYCEDC is the sole owner of the Fee Estate, free and clear of all liens, encumbrances, and other interests, except for (i) the Ground Lease, (ii) real estate taxes and assessments not yet due and payable, (iii) such other exceptions to title as are disclosed in the title commitment issued by Sentinel Title Insurance Company under Commitment No. STN-2025-MH-04178, and (iv) matters of record. NYCEDC has not conveyed, transferred, or encumbered the Fee Estate or any interest therein, except as set forth in the Ground Lease and this Agreement.

(b) Ground Lease Status. The Ground Lease is in full force and effect and has not been amended, modified, supplemented, restated, or assigned except as disclosed to Agent in writing and as set forth in Exhibit B attached hereto. The Ground Lease has not been cancelled, terminated, or surrendered, in whole or in part. No notice of default or termination has been given by NYCEDC to Ground Lessee or by Ground Lessee to NYCEDC that remains outstanding.

(c) Ground Rent. The ground rent payable under the Ground Lease is Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00) per annum, payable in equal monthly installments of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) each, subject to CPI escalation every five (5) years as more particularly set forth in the Ground Lease. Ground rent has been paid through the date hereof in accordance with the terms of the Ground Lease, and no rent or additional rent has been prepaid more than one (1) month in advance of the due date thereof.

(d) No Default. To NYCEDC's actual knowledge (after reasonable inquiry of the officers and employees of NYCEDC having responsibility for the administration of the Ground Lease), no Default exists under the Ground Lease as of the date hereof, and no event has occurred or condition exists which, with the giving of notice or the lapse of time or both, would constitute a Default under the Ground Lease.

(e) Authority. NYCEDC has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of NYCEDC, including, without limitation, the approval of NYCEDC's Board of Directors (or an authorized committee thereof) to the extent required by NYCEDC's certificate of incorporation, bylaws, or applicable law. This Agreement has been duly executed and delivered by NYCEDC and constitutes a legal, valid, and binding obligation of NYCEDC, enforceable against NYCEDC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

(f) No Required Consents. No consent, approval, authorization, license, permit, or order of, or registration, declaration, or filing with, any governmental authority, court, agency, or instrumentality, or any other Person, is required in connection with NYCEDC's execution, delivery, and performance of this Agreement, other than such consents, approvals, authorizations, licenses, permits, orders, registrations, declarations, or filings as have been obtained or made prior to the date hereof and are in full force and effect.

(g) No Conflicts. The execution, delivery, and performance of this Agreement by NYCEDC, and compliance by NYCEDC with the terms and provisions hereof, do not and will not (i) violate any provision of NYCEDC's certificate of incorporation, bylaws, or other organizational documents, (ii) violate any law, rule, regulation, order, judgment, injunction, decree, or award of any governmental authority applicable to NYCEDC or the Land, (iii) conflict with, result in a breach of, or constitute a default under any agreement, indenture, instrument, or obligation to which NYCEDC is a party or by which NYCEDC or the Land is bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon the Fee Estate or the Land (other than as contemplated by this Agreement and the Mortgage).

Section 11. Notices

11.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed duly given and received when (a) personally delivered against a signed receipt, (b) sent by a nationally recognized overnight courier service (with next business day delivery requested), or (c) sent by United States certified mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to NYCEDC:

NYC Economic Development Corporation One Liberty Plaza New York, New York 10006

Attention: General Counsel

With a copy to:

NYC Economic Development Corporation One Liberty Plaza New York, New York 10006

Attention: Senior Vice President, Asset Management

If to Ground Lessee:

Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Attention: Lydia Okafor, General Counsel

With a copy to:

Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006

Attention: Douglas Fairchild, Esq.

If to Agent:

Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172

Attention: Kenneth Pryor, Managing Director, RE Finance

With a copy to:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

11.2 Any party may change its address for purposes of receiving Notices under this Agreement by giving written notice of such change to the other parties in accordance with this Section 11. Any such change of address shall be effective five (5) business days after the date on which notice of such change is received by the other parties.

11.3 A Notice shall be deemed received (i) on the date of personal delivery, as evidenced by the signed receipt, (ii) on the next business day after deposit with a nationally recognized overnight courier service (with next business day delivery requested), as evidenced by the courier's records, or (iii) on the third (3rd) business day after deposit in the United States mail, certified, return receipt requested, postage prepaid, as evidenced by the postmark and return receipt. The inability to deliver a Notice because of a changed address of which no notice was given, or because of a rejection or refusal to accept any Notice, shall be deemed to be receipt of such Notice as of the date of such inability to deliver, rejection, or refusal.

11.4 Copies of Notices sent to counsel for any party are for informational purposes only and shall not constitute notice to such party. The failure to send a copy of any Notice to counsel shall not invalidate any Notice otherwise properly given to a party.

Section 12. Miscellaneous

12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction.

12.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, relating to the subject matter hereof. No party has relied on any representation, warranty, or statement of any other party not expressly set forth in this Agreement.

12.3 Amendments. This Agreement may not be amended, modified, supplemented, restated, or waived except by an instrument in writing signed by all parties hereto (or, in the case of a waiver, by the party against whom enforcement of such waiver is sought). No course of dealing between the parties, no delay or omission in exercising any right or remedy hereunder, and no partial exercise of any right or remedy shall be construed as a waiver of any right or remedy or as an amendment or modification of this Agreement.

12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, including, without limitation, any Successor, any Person that acquires the Fee Estate from or through NYCEDC, and any successor administrative agent under the Loan Agreement. Agent may assign its rights under this Agreement, in whole or in part, to any successor administrative agent under the Loan Agreement, to any assignee or transferee of the Loan or any portion thereof, or to any Person that acquires the Leasehold Estate through or in connection with a Foreclosure Event, in each case without the consent of NYCEDC or Ground Lessee, and any such assignee or transferee shall be entitled to all of the rights and benefits of Agent under this Agreement. All references herein to "Agent" shall be deemed to include any such successor, assignee, or transferee.

12.5 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement (including, without limitation, the rights conferred upon any Successor and the lenders under the Loan Agreement), nothing in this Agreement is intended to, or shall be construed to, confer upon any Person (other than the parties hereto, their successors, and their permitted assigns) any right, remedy, claim, or benefit under or by reason of this Agreement, and no Person that is not a party to this Agreement (other than the Persons expressly described in the preceding sentence) shall have standing to enforce the terms of this Agreement.

12.6 Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other term, provision, covenant, or condition hereof or the application of such term, provision, covenant, or condition to any other Person or circumstance. The remaining terms, provisions, covenants, and conditions of this Agreement shall continue in full force and effect, and the parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. The signature pages of separate counterparts may be combined to form a single instrument. Delivery of an executed counterpart of this Agreement (or any signature page hereto) by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be as effective as delivery of a manually executed counterpart.

12.8 Recording. This Agreement (or a memorandum hereof in recordable form) may be recorded in the City Register's Office at the option and direction of Agent, and NYCEDC shall cooperate with Agent in connection with such recording, including, without limitation, by executing such acknowledgments or additional instruments as may be required for recording purposes. All recording fees, documentary stamps, transfer taxes, and other costs and expenses incurred in connection with the recording of this Agreement shall be paid by Ground Lessee or Agent, and NYCEDC shall have no liability for any such costs or expenses.

12.9 Captions. The section headings, captions, and titles contained in this Agreement are for convenience of reference only and shall not be considered a part of this Agreement or affect in any way the meaning, construction, or interpretation of any provision of this Agreement.

12.10 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE GROUND LEASE, THE MORTGAGE, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTIES' ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION HEREWITH.

12.11 Jurisdiction and Venue. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York sitting in the County of New York (including the Commercial Division thereof) and (b) the United States District Court for the Southern District of New York, and any appellate courts having jurisdiction over appeals from such courts, in any action, suit, or proceeding arising out of or relating to this Agreement, and each party hereto agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

12.12 Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Ground Lease, the terms and provisions of this Agreement shall govern and control as between NYCEDC and Agent (and any Successor), and the Ground Lease shall be deemed modified to the extent necessary to give full force and effect to the provisions of this Agreement. Nothing in this Section 12.12 shall be construed to affect the rights or obligations of Ground Lessee under the Ground Lease, except to the extent expressly provided in this Agreement.

12.13 Further Assurances. Each party hereto shall, from time to time and without further consideration, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, assignments, and assurances, and shall take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement, to confirm and perfect the rights created or intended to be created hereby, and to consummate the transactions contemplated by this Agreement.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Subordination, Non-Disturbance and Attornment Agreement as of the date first written above.

GROUND LESSOR:

NYC ECONOMIC DEVELOPMENT CORPORATION

By: ________

Name: ________

Title: ________

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On the _ day of __, 2025, before me, the undersigned, personally appeared ________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

________________________________________

Notary Public, State of New York My Commission Expires: ____

GROUND LESSEE:

HUDSON YARDS WEST MORT

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
Among
NYC ECONOMIC DEVELOPMENT CORPORATION, as Ground Lessor,
HUDSON YARDS WEST MORTGAGE LLC, as Ground Lessee,
and
IRONCLAD NATIONAL BANK, N.A., as Administrative Agent
Dated as of June 15, 2025
Property: 450 West 34th Street, New York, New York 10001
Block 729, Lots 1, 5, 12, 15
Borough of Manhattan, City, County and State of New York
Record and Return to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is entered into as of June 15, 2025, by and among:
(1) NYC ECONOMIC DEVELOPMENT CORPORATION ("NYCEDC"), a New York City local development corporation organized and existing under the Not-for-Profit Corporation Law of the State of New York, having its principal office at One Liberty Plaza, New York, New York 10006, as ground lessor under the Ground Lease (as defined below);
(2) HUDSON YARDS WEST MORTGAGE LLC ("Ground Lessee"), a Delaware limited liability company, having an address at c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, as ground lessee under the Ground Lease; and
(3) IRONCLAD NATIONAL BANK, N.A. ("Agent"), a national banking association organized and existing under the laws of the United States, having its principal office at 277 Park Avenue, New York, New York 10172, as administrative agent for itself and the other lenders under the Loan Agreement (as defined below).
RECITALS
A. NYCEDC is a New York City local development corporation that functions as the City of New York's primary agent for economic development, and is the owner in fee simple of the real property more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), located at 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York as Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15, together with all buildings, structures, fixtures, and other improvements now or hereafter located thereon.
B. NYCEDC, as ground lessor, and Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), as original ground lessee, entered into that certain Ground Lease dated as of June 1, 2020 (the "Original Ground Lease"), which Original Ground Lease was recorded in the Office of the City Register of the City of New York (the "City Register's Office") on June 12, 2020, under City Register File Number ("CRFN") 2020000198762. The Original Ground Lease, as the same may have been or may hereafter be amended, restated, supplemented, or otherwise modified from time to time, is referred to herein as the "Ground Lease." The Ground Lease and all amendments, modifications, and supplements thereto are more particularly described in Exhibit B attached hereto and incorporated herein by reference.
C. MTDC's leasehold interest under the Ground Lease has been assigned to Ground Lessee pursuant to that certain Assignment and Assumption of Ground Lease dated as of March 1, 2024, recorded in the City Register's Office on March 15, 2024, under CRFN 2024000087431, and NYCEDC has consented to such assignment pursuant to that certain Consent to Assignment dated as of February 28, 2024, recorded in the City Register's Office on March 15, 2024, under CRFN 2024000087432. Ground Lessee is the current holder of the lessee's interest under the Ground Lease.
D. Agent, a national banking association having its principal office at 277 Park Avenue, New York, New York 10172, is acting as Administrative Agent for itself and the other lenders party to that certain Building Loan Agreement dated as of the date hereof, among Ground Lessee, Agent, and the lenders party thereto (the "Building Loan Agreement"), and that certain Project Loan Agreement dated as of the date hereof, among Ground Lessee, Agent, and the lenders party thereto (the "Project Loan Agreement" and, together with the Building Loan Agreement, collectively, the "Loan Agreement"), pursuant to which Agent and the lenders have agreed to make a mortgage loan to Ground Lessee in the aggregate principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) (the "Loan") to finance the construction of certain improvements on the Land.
E. As security for the Loan and all obligations of Ground Lessee under the Loan Documents (as defined below), Ground Lessee has encumbered its leasehold interest under the Ground Lease by executing and delivering to Agent that certain Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (the "Mortgage"), to be recorded in the City Register's Office contemporaneously with, or promptly following, the recording of this Agreement. The Mortgage creates a first-priority leasehold mortgage lien on the Leasehold Estate (as defined below) and constitutes a first-priority assignment of the rents, issues, profits, and proceeds arising from or related to the Leasehold Estate.
F. Agent has required, as a condition precedent to making the Loan and the disbursement of any funds under the Loan Agreement, that NYCEDC execute and deliver this Subordination, Non-Disturbance and Attornment Agreement in favor of Agent and the lenders under the Loan Agreement.
G. NYCEDC is willing to enter into this Agreement on the terms and conditions set forth herein, in consideration of the making of the Loan by Agent and the lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by NYCEDC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions
In addition to the terms defined elsewhere in this Agreement, including in the Recitals (which Recitals are incorporated herein by reference and made a part of this Agreement), the following terms shall have the meanings set forth below when used in this Agreement:
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute thereto.
"Default" means a default or event of default by Ground Lessee under the Ground Lease, after the expiration of any and all applicable notice and cure periods set forth in the Ground Lease (and, where applicable, the extended notice and cure periods set forth in Section 5 of this Agreement), which default entitles NYCEDC to exercise remedies under the Ground Lease, including, without limitation, the right to terminate the Ground Lease or to re-enter the Land.
"Fee Estate" means NYCEDC's fee simple interest in and to the Land, including all of NYCEDC's right, title, and interest as the ground lessor under the Ground Lease, together with any and all reversionary interests of NYCEDC in and to the improvements located on the Land.
"Foreclosure Event" means (a) any foreclosure of the Mortgage, whether by judicial proceedings or by exercise of any power of sale contained therein or otherwise available under applicable law, (b) any sale in lieu of foreclosure, (c) any acceptance by Agent of a deed in lieu of foreclosure, (d) any assignment or transfer of the Leasehold Estate to Agent or any other person or entity pursuant to a settlement or workout in connection with the Loan, or (e) any other exercise of remedies under the Mortgage or the Loan Documents resulting in a change of ownership of the Leasehold Estate.
"Ground Lease" has the meaning set forth in the Recitals, and includes all amendments, modifications, supplements, restatements, and extensions thereof entered into from time to time in accordance with the terms of this Agreement.
"Leasehold Estate" means Ground Lessee's leasehold estate in and to the Land arising under and by virtue of the Ground Lease, and all rights, privileges, options (including, without limitation, any renewal or extension options and any purchase options), and appurtenances arising under or in connection with the Ground Lease, together with all of Ground Lessee's right, title, and interest in and to all buildings, structures, fixtures, and other improvements now or hereafter located on the Land.
"Loan Documents" means, collectively, the Loan Agreement, the Mortgage, the promissory notes evidencing the Loan, any guaranty or indemnity agreements executed in connection with the Loan, any environmental indemnity agreement, any interest rate protection agreements, and all other documents, instruments, certificates, and agreements executed and delivered by Ground Lessee or any other party in connection with, or as security for, the Loan, in each case as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time.
"Mortgage" has the meaning set forth in the Recitals, and includes all amendments, modifications, consolidations, extensions, supplements, restatements, and replacements thereof entered into from time to time.
"New Lease" has the meaning set forth in Section 7 of this Agreement.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity of any kind.
"Successor" means Agent, any lender under the Loan Agreement, or any third party (including, without limitation, any single-purpose entity designated by Agent) that acquires the Leasehold Estate through or in connection with a Foreclosure Event, and their respective successors and assigns, provided that any such Person (other than Agent or a lender) has assumed in writing the obligations of the ground lessee under the Ground Lease arising from and after the date of such acquisition.
Section 2. Subordination of Ground Lease to Mortgage
2.1 NYCEDC hereby agrees that the Ground Lease and all of NYCEDC's right, title, and interest in and to the Ground Lease (including, without limitation, (a) any right to terminate, cancel, or modify the Ground Lease, (b) any right to receive rent, additional rent, and any and all other payments or sums due or payable thereunder, (c) any reversionary interest in and to the Land and the improvements thereon, (d) any right of re-entry or repossession, and (e) any other right, remedy, or interest of NYCEDC arising under or in connection with the Ground Lease) shall be and are hereby made subject and subordinate in all respects to the lien, operation, and effect of the Mortgage and all amendments, modifications, extensions, consolidations, spreader agreements, and replacements thereof, and to all rights and remedies of Agent under the Mortgage and the other Loan Documents.
2.2 The subordination set forth in Section 2.1 above shall encompass and extend to (a) all advances and re-advances made by Agent and the lenders under the Loan Documents, whether made on the date hereof or at any time hereafter, including, without limitation, all initial advances, future advances, and protective advances (including, without limitation, advances for the payment of taxes, insurance premiums, ground rent, and other charges necessary to protect the security of the Mortgage), (b) all interest, default interest, late charges, prepayment premiums or fees, and other charges accruing on or in connection with the Loan, (c) all costs, fees, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Agent or any lender in connection with the enforcement or protection of the Mortgage or any other Loan Document, and (d) all other sums, obligations, and liabilities secured by the Mortgage, whether now existing or hereafter arising.
2.3 The subordination effected by this Section 2 shall be self-operative and no further instrument, act, or agreement of subordination shall be required to effectuate such subordination. Notwithstanding the foregoing, NYCEDC shall, within ten (10) business days after written request by Agent, execute, acknowledge, and deliver any and all confirmatory instruments or certificates reasonably requested by Agent to evidence or confirm such subordination, in form and substance reasonably satisfactory to Agent. NYCEDC hereby irrevocably appoints Agent as its attorney-in-fact, coupled with an interest, to execute any such confirmatory instrument on behalf of NYCEDC in the event NYCEDC fails to execute and deliver such instrument within such ten (10) business day period, such power of attorney to be exercised only after written notice to NYCEDC and the expiration of such period without NYCEDC's compliance.
2.4 Notwithstanding anything to the contrary contained in this Section 2, the subordination set forth herein shall not impair or diminish NYCEDC's right to collect rent, additional rent, and all other amounts payable under the Ground Lease from Ground Lessee or any Successor in the ordinary course, unless and until Agent has exercised its rights and remedies under the assignment of leases and rents contained in the Mortgage and has delivered written notice to NYCEDC directing that such amounts be paid directly to Agent. Upon receipt of such notice, NYCEDC shall comply with such direction until such time as Agent delivers a written rescission of such direction to NYCEDC.
Section 3. Non-Disturbance
3.1 Agent agrees that so long as no Default has occurred under the Ground Lease that remains uncured beyond all applicable notice and cure periods provided in the Ground Lease and the extended cure periods granted to Agent under Section 5 of this Agreement, no Foreclosure Event or exercise of any right or remedy under the Mortgage or the Loan Documents (including, without limitation, any sale, transfer, or assignment of the Leasehold Estate in connection therewith) shall:
(a) terminate, extinguish, or disturb Ground Lessee's (or any Successor's) possession, use, or quiet enjoyment of the Leasehold Estate or any portion thereof;
(b) extinguish, impair, abridge, or otherwise adversely affect the Ground Lease or any of Ground Lessee's (or any Successor's) rights, interests, or privileges thereunder;
(c) be deemed to constitute an eviction, whether actual or constructive, of Ground Lessee or any Successor, or otherwise render the Ground Lease void or voidable; or
(d) affect, diminish, or impair any of Ground Lessee's (or any Successor's) rights, privileges, options, or elections under the Ground Lease, including, without limitation, any renewal or extension options, any purchase options, any expansion rights, and any rights relating to the use, development, alteration, or improvement of the Land and the improvements thereon.
3.2 The non-disturbance protections set forth in Section 3.1 above shall inure to the benefit of Ground Lessee and any Successor that acquires the Leasehold Estate through or in connection with a Foreclosure Event and that assumes the obligations of the ground lessee under the Ground Lease from and after the date of such acquisition. Such protections shall be effective automatically upon such Successor's acquisition of the Leasehold Estate without the necessity of any further act, instrument, or agreement.
3.3 NYCEDC shall recognize each Successor as the ground lessee under the Ground Lease without the necessity of executing a new ground lease, provided that such Successor has assumed in writing the obligations of the ground lessee under the Ground Lease from and after the date of such Successor's acquisition of the Leasehold Estate (subject to the limitations on Successor liability set forth in Section 4 of this Agreement). The foregoing recognition shall be subject to Section 7 of this Agreement, which provides for the execution of a New Lease in the event the Ground Lease is terminated or rejected in a bankruptcy proceeding.
3.4 NYCEDC's obligations under this Section 3 shall be binding upon NYCEDC and its successors and assigns, including, without limitation, any Person that acquires the Fee Estate from or through NYCEDC.
Section 4. Attornment
4.1 Ground Lessee agrees that upon the occurrence of a Foreclosure Event, Ground Lessee shall attorn to any Successor as the ground lessee under the Ground Lease, and shall recognize such Successor as the holder of the Leasehold Estate and the ground lessee under the Ground Lease, effective as of the date such Successor acquires the Leasehold Estate. NYCEDC agrees to accept such attornment and to recognize such Successor as the ground lessee under the Ground Lease, subject to the terms and conditions of this Agreement.
4.2 Upon such attornment, the Ground Lease shall continue in full force and effect as a direct lease between NYCEDC, as ground lessor, and the Successor, as ground lessee, upon all of the same terms, covenants, conditions, and provisions as are set forth in the Ground Lease, for the remainder of the term thereof (including any renewal or extension periods), with the same force and effect as if such Successor had been originally named as the ground lessee thereunder; provided, however, that such Successor shall not be:
(a) liable for any act, omission, default, misrepresentation, or breach of the Ground Lease by any prior ground lessee (including, without limitation, Ground Lessee, MTDC, or any other predecessor in interest) occurring prior to the date the Successor acquires the Leasehold Estate, or for any obligation of any prior ground lessee that first accrued prior to such date, except to the extent that such obligation is continuing in nature and is reasonably susceptible of cure by the Successor;
(b) subject to any offset, defense, claim, counterclaim, abatement, or reduction of rent or other amounts that NYCEDC may have against any prior ground lessee arising out of any event, act, or omission occurring prior to the date the Successor acquires the Leasehold Estate, whether or not such offset, defense, claim, counterclaim, abatement, or reduction was asserted or was assertable prior to such date;
(c) bound by any prepayment of rent, additional rent, or any other charge or payment under the Ground Lease for more than one (1) month in advance of the due date thereof, to the extent such prepayment was made to NYCEDC without the prior written consent of Agent;
(d) bound by any amendment, modification, supplement, termination, surrender, or cancellation of the Ground Lease made without Agent's prior written consent, to the extent such consent is required under this Agreement, the Ground Lease, or the Loan Documents;
(e) liable for the return or payment of any security deposit or letter of credit delivered to NYCEDC by any prior ground lessee unless and to the extent that such security deposit or letter of credit (or the proceeds thereof) has been actually received by the Successor and is in the Successor's possession or control;
(f) liable for any construction, development, completion, or restoration obligations of any prior ground lessee under the Ground Lease or otherwise, except to the extent the Successor has expressly assumed such obligations in writing; or
(g) bound by any consent previously given by NYCEDC to any assignment, subletting, or other transfer of the Ground Lease by any prior ground lessee, to the extent such consent was given without Agent's prior written consent (where such consent was required under this Agreement or the Loan Documents).
4.3 NYCEDC shall, promptly upon the written request of Agent or any Successor, execute and deliver an instrument in recordable form confirming the attornment described in this Section 4, the continued effectiveness of the Ground Lease, and NYCEDC's recognition of the Successor as the ground lessee under the Ground Lease. The failure or refusal of NYCEDC to execute and deliver such instrument shall not affect the effectiveness or validity of the attornment described in this Section 4, which attornment shall be self-operative and effective without the execution of any further instrument.
Section 5. Notice and Cure Rights of Agent
5.1 NYCEDC covenants and agrees that it shall not exercise any right to terminate or cancel the Ground Lease, to re-enter or repossess the Land, to dispossess or evict Ground Lessee, or to exercise any other remedy available to NYCEDC under the Ground Lease by reason of any Default under the Ground Lease, unless and until NYCEDC has first given Agent written notice of such Default in accordance with the provisions of this Section 5 and the applicable cure periods set forth herein have expired without cure.
5.2 Concurrently with, or promptly after (and in no event later than five (5) business days after), the giving of any notice by NYCEDC to Ground Lessee of any default, event of default, or alleged breach under the Ground Lease, NYCEDC shall give Agent written notice (a "Default Notice") thereof, which Default Notice shall (a) specify in reasonable detail the nature of such default, event of default, or alleged breach, (b) identify the specific provision(s) of the Ground Lease alleged to have been violated, (c) state the amount of any unpaid rent or other monetary sum then due and owing (if the default is a monetary default), and (d) specify the action required to cure such default. No notice by NYCEDC to Ground Lessee of any default under the Ground Lease shall be effective as against Agent unless and until a copy of such notice has been delivered to Agent in accordance with this Section 5.2. NYCEDC's failure to deliver such notice to Agent shall not be deemed a waiver of any default by Ground Lessee under the Ground Lease, but shall toll the running of any cure period applicable to Agent under this Section 5 until such notice is delivered to Agent.
5.3 Notice to Agent shall be delivered in accordance with Section 11 of this Agreement, addressed as follows:
Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Kenneth Pryor, Managing Director, RE Finance
With a copy to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
5.4 Agent shall have the right (but not the obligation) to cure any Default under the Ground Lease, and NYCEDC shall accept Agent's cure of any such Default as if such cure had been performed by Ground Lessee. Agent shall have the following cure periods, each commencing on the date Agent actually receives NYCEDC's Default Notice in accordance with Sections 5.2 and 5.3 above:
(a) Monetary Defaults. For any Default consisting of the failure to pay rent, additional rent, or any other monetary sum due under the Ground Lease, Agent shall have thirty (30) days after Agent's receipt of the Default Notice within which to cure such monetary Default; provided, however, that if the cure period available to Ground Lessee under the Ground Lease for such monetary Default, when extended by an additional fifteen (15) days, results in a period shorter than thirty (30) days after Agent's receipt of notice, then Agent's cure period shall be such shorter period (but in no event less than fifteen (15) days after Agent's receipt of notice).
(b) Non-Monetary Defaults Capable of Cure Without Possession. For any Default that does not involve the payment of money and that is capable of being cured by Agent without obtaining possession of the Land, Agent shall have sixty (60) days after Agent's receipt of the Default Notice within which to cure such Default; provided, however, that if such Default is of a nature that cannot reasonably be cured within such sixty (60)-day period, then Agent's cure period shall be extended for such additional period as may be reasonably necessary to effect such cure, so long as Agent has commenced cure within such sixty (60)-day period and is thereafter diligently and continuously prosecuting such cure to completion.
(c) Non-Monetary Defaults Requiring Possession. For any Default that is not capable of being cured by Agent without obtaining possession of the Land (including, without limitation, any Default relating to the physical condition of the Land or the improvements thereon, or any Default requiring personal performance by Ground Lessee that cannot be performed by Agent without possession), Agent shall have a reasonable period of time after Agent's receipt of the Default Notice within which to cure such Default, provided that Agent (i) has commenced foreclosure proceedings or other proceedings to obtain possession of the Leasehold Estate within sixty (60) days after Agent's receipt of the Default Notice, (ii) is diligently and continuously prosecuting such proceedings to completion, and (iii) upon obtaining possession, diligently and continuously prosecutes the cure of such Default to completion. For purposes of this subsection (c), the commencement of proceedings shall include the filing of a complaint in foreclosure, the commencement of a proceeding under the Uniform Commercial Code, or the institution of any other legal action or proceeding directed toward obtaining possession of the Leasehold Estate.
5.5 NYCEDC shall accept Agent's performance of any obligation of Ground Lessee under the Ground Lease, or the curing of any Default thereunder, with the same force and effect as if such performance or cure had been rendered or made directly by Ground Lessee. No cure by Agent of any Default shall be construed as an assumption by Agent of any obligation or liability under the Ground Lease beyond the scope of such cure.
5.6 Agent, or its agents, designees, contractors, or representatives, shall have the right to enter upon the Land (upon reasonable prior notice to NYCEDC, which may be oral notice in the case of an emergency) for the purpose of effecting any cure of any Default under the Ground Lease, and NYCEDC shall provide Agent with reasonable access to the Land for such purposes. Agent shall use commercially reasonable efforts to minimize any disruption to NYCEDC's operations or the operations of any other occupant of the Land in connection with any such entry.
5.7 Any cure period available to Agent under this Section 5 shall be tolled during any period in which Agent is enjoined, restrained, or stayed by order of a court of competent jurisdiction or by operation of any applicable provision of the Bankruptcy Code or other applicable law from commencing or prosecuting foreclosure proceedings or other proceedings to obtain possession of the Leasehold Estate, or from taking any action necessary to effectuate a cure. Agent shall use commercially reasonable efforts to obtain the lifting or modification of any such injunction, restraining order, or stay.
5.8 If Agent commences foreclosure or other proceedings to obtain possession of the Leasehold Estate and such proceedings are discontinued or dismissed (other than by reason of a voluntary dismissal by Agent), the cure periods set forth in Section 5.4 shall be reinstated and shall begin to run anew from the date of such discontinuance or dismissal, and Agent shall have the same rights under this Section 5 as if such proceedings had not been commenced.
Section 6. Consent and Restrictions on Ground Lease Amendments; Estoppel
6.1 NYCEDC covenants and agrees that, so long as the Mortgage remains a lien on the Leasehold Estate and this Agreement remains in effect, NYCEDC shall not, without the prior written consent of Agent (which consent may be granted or withheld in Agent's sole and absolute discretion):
(a) cancel, terminate, or accept a surrender of the Ground Lease, in whole or in part, except in connection with a Default that has not been cured within the cure periods provided in the Ground Lease and the extended cure periods provided in Section 5 of this Agreement;
(b) amend, modify, supplement, or restate the Ground Lease in any material respect, including, without limitation, any amendment, modification, supplement, or restatement affecting (i) the term of the Ground Lease or any renewal or extension options, (ii) the amount of ground rent, additional rent, or any other monetary obligations of the ground lessee, (iii) the permitted uses of the Land, (iv) the assignment, subletting, or transfer provisions, (v) the insurance requirements, (vi) the casualty or condemnation restoration provisions, (vii) the default and remedies provisions, (viii) any provision that is the subject of this Agreement, or (ix) any other provision that could reasonably be expected to have a material adverse effect on the value or security of the Leasehold Estate or on Agent's rights under this Agreement or the Loan Documents;
(c) consent to any assignment of the Ground Lease or any subletting of all or any material portion of the Land by Ground Lessee, other than (i) a collateral assignment of the Leasehold Estate to Agent pursuant to the Mortgage or the Loan Documents, (ii) a transfer of the Leasehold Estate resulting from or occurring in connection with a Foreclosure Event, or (iii) any assignment or subletting that is expressly permitted under the Ground Lease without the consent of NYCEDC;
(d) accept a voluntary surrender of all or any portion of the Leasehold Estate from Ground Lessee; or
(e) subordinate the Ground Lease to any mortgage, lien, encumbrance, or other interest other than the Mortgage.
6.2 Any cancellation, termination, surrender, amendment, modification, supplement, restatement, consent, or subordination made or given by NYCEDC in violation of Section 6.1 above shall be void and of no force or effect as against Agent and any Successor, and shall not be binding upon Agent or any Successor.
6.3 NYCEDC shall, within fifteen (15) business days after written request by Agent (which request may be made no more than twice in any twelve (12)-month period unless a Default exists or a Foreclosure Event has occurred or is threatened), execute and deliver to Agent (or to any Person designated by Agent) a written estoppel certificate, certified by an authorized officer of NYCEDC, confirming:
(i) that the Ground Lease is in full force and effect and has not been amended, modified, supplemented, or otherwise changed (or, if the Ground Lease has been so amended, modified, supplemented, or changed, specifying each such amendment, modification, supplement, or change);
(ii) the current annual ground rent payable under the Ground Lease, the date through which ground rent has been paid, and the schedule of any CPI escalation or other rent adjustment provisions;
(iii) that, to NYCEDC's knowledge, no Default exists under the Ground Lease and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute a Default (or, if any such Default or event exists, specifying the nature thereof in reasonable detail);
(iv) the expiration date of the then-current term of the Ground Lease and the existence and terms of any unexercised renewal or extension options;
(v) the amount, if any, of any security deposit held by NYCEDC under the Ground Lease; and
(vi) such other matters relating to the Ground Lease or the status of the Ground Lease as Agent may reasonably request.
6.4 Any estoppel certificate delivered pursuant to Section 6.3 may be relied upon by Agent, the lenders, any Successor, and any prospective purchaser, assignee, or lender to whom such certificate is addressed or delivered.
Section 7. New Lease
7.1 If the Ground Lease is terminated, cancelled, or rejected for any reason whatsoever (including, without limitation, (a) by reason of a Default that has not been cured within the cure periods provided herein, (b) by rejection or disaffirmance of the Ground Lease in any bankruptcy, insolvency, receivership, or similar proceeding involving Ground Lessee, MTDC, or any other party, (c) by operation of law, or (d) by any other reason), NYCEDC shall give Agent prompt written notice of such termination, cancellation, or rejection, which notice shall be given not later than five (5) business days after the effective date of such termination, cancellation, or rejection.
7.2 Agent shall have the right, exercisable by written notice to NYCEDC given within sixty (60) days after Agent's actual receipt of the notice described in Section 7.1 above (the "Election Period"), to require NYCEDC to enter into a new ground lease (the "New Lease") with Agent or Agent's designee. Any designee of Agent must be a single-purpose entity whose organizational documents are reasonably acceptable to NYCEDC; provided, however, that NYCEDC shall not unreasonably withhold, condition, or delay its acceptance of any such designee. Agent's failure to exercise such right within the Election Period shall constitute a waiver of Agent's right to a New Lease.
7.3 The New Lease shall:
(a) be for a term commencing on the date of termination of the Ground Lease and ending on the date that the Ground Lease would have expired had it not been so terminated, including the remainder of the then-current term and all unexercised renewal and extension options that would have been available to Ground Lessee under the Ground Lease;
(b) contain the same terms, covenants, conditions, and provisions as the Ground Lease, including, without limitation, the ground rent of Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00) per annum, subject to CPI escalation every five (5) years as set forth in the Ground Lease, and all other monetary and non-monetary obligations of the ground lessee;
(c) have the same priority as the Ground Lease, and be entitled to the same priority position as the Ground Lease vis-à-vis any mortgage, lien, or other encumbrance on the Fee Estate; and
(d) require that Agent or its designee, as a condition to the effectiveness of the New Lease, cure all then-existing monetary Defaults under the Ground Lease (to the extent capable of being cured by payment of money) and all non-monetary Defaults that are reasonably susceptible of cure, in each case within a reasonable time after execution and delivery of the New Lease (which reasonable time shall not exceed sixty (60) days for monetary Defaults and ninety (90) days for non-monetary Defaults, subject to extension for non-monetary Defaults that cannot reasonably be cured within such period so long as cure has been commenced and is being diligently prosecuted).
7.4 During the Election Period, NYCEDC shall not enter into any new lease, license, occupancy agreement, management agreement, or any other agreement with respect to the Land (or any portion thereof) with any Person other than Agent or Agent's designee, and shall not take any action that could impair or diminish the value of the Leasehold Estate or the rights that would be available to Agent or its designee under the New Lease.
7.5 Agent or its designee shall pay all costs and expenses incurred in connection with the preparation, negotiation, execution, delivery, and recording of the New Lease, including, without limitation, all recording fees, transfer taxes, mortgage recording taxes (if applicable), and documentary stamps. NYCEDC shall cooperate with Agent and its designee in connection with the execution and recording of the New Lease and shall execute such documents and instruments as may be reasonably necessary or appropriate in connection therewith.
7.6 The New Lease shall be executed and delivered within thirty (30) days after Agent's exercise of its right to a New Lease pursuant to Section 7.2, or such later date as may be reasonably necessary to prepare the New Lease documentation and satisfy the conditions set forth in Section 7.3(d) above. Pending the execution of the New Lease, Agent or its designee shall be deemed to be the ground lessee under the Ground Lease and shall have all of the rights and obligations of the ground lessee thereunder from and after the date of Agent's exercise of its right to a New Lease.
Section 8. Insurance and Condemnation Proceeds
8.1 Notwithstanding anything to the contrary contained in the Ground Lease, so long as the Mortgage remains a lien on the Leasehold Estate and has not been satisfied or discharged of record:
(a) All insurance proceeds payable by reason of any casualty, fire, or other loss or damage affecting the improvements on the Land, or any portion thereof, shall be paid to and held by Agent (or a mutually acceptable escrow agent or insurance trustee designated in the Loan Documents) and shall be applied in accordance with the terms of the Mortgage and the Loan Documents, subject to the provisions of the Ground Lease requiring restoration of the improvements to the extent required thereunder and to the extent consistent with the terms of the Mortgage and the Loan Documents. To the extent the Mortgage and the Loan Documents require or permit the application of insurance proceeds to the restoration of the improvements and such restoration is also required under the Ground Lease, the proceeds shall be made available for such restoration in accordance with the terms of the Mortgage and the Loan Documents. To the extent the Mortgage and the Loan Documents permit the application of insurance proceeds to the reduction of the outstanding principal balance of the Loan (and restoration is not required under the Ground Lease), such proceeds may be so applied.
(b) All condemnation awards, proceeds, and compensation payable by reason of any taking, condemnation, or exercise of the power of eminent domain affecting all or any portion of the Land or the improvements thereon (whether a total taking, a partial taking, or a temporary taking) shall be paid to and held by Agent (or a mutually acceptable escrow agent designated in the Loan Documents) and shall be applied in accordance with the terms of the Mortgage and the Loan Documents, subject to the provisions of the Ground Lease relating to condemnation and restoration. NYCEDC's rights to any portion of such awards, proceeds, or compensation attributable to the value of the Fee Estate (including, without limitation, the value of the land exclusive of the improvements) shall not be impaired by this Agreement, and Agent's interest shall extend only to such portion of such awards, proceeds, or compensation as is attributable to the value of the Leasehold Estate and the improvements thereon.
8.2 NYCEDC acknowledges and agrees that Agent has a first-priority security interest in and lien upon all insurance proceeds and condemnation awards described in Section 8.1 above, to the extent of Agent's interest in the Leasehold Estate as provided in the Mortgage and the Loan Documents, and that Agent's interest in such proceeds and awards is senior and superior to any interest of NYCEDC therein (other than NYCEDC's separate interest in condemnation awards attributable to the Fee Estate as described in Section 8.1(b) above).
8.3 NYCEDC shall cooperate with Agent in connection with any insurance claim or loss adjustment relating to the improvements on the Land, including, without limitation, by providing access to the Land for inspection and appraisal purposes, executing proofs of loss and other claim documentation as may be reasonably requested by Agent, and participating in any negotiations with insurance carriers. NYCEDC shall likewise cooperate with Agent in connection with any condemnation proceeding affecting the Land or the improvements thereon, including, without limitation, by giving Agent prompt written notice of any actual or threatened condemnation, by permitting Agent to participate in (and, to the extent permitted by law, to control) any negotiations or proceedings relating to such condemnation, and by not settling or compromising any condemnation claim without Agent's prior written consent.
Section 9. Bankruptcy Protections
9.1 This Agreement is intended to be, and shall be construed as, an agreement that satisfies the requirements of Section 365(h) of the Bankruptcy Code (11 U.S.C. § 365(h)) and any comparable provision of applicable state law (including, without limitation, Section 235-f of the New York Real Property Law and Section 7-105 of the New York General Obligations Law, to the extent applicable), so that in the event Ground Lessee becomes a debtor in a case under the Bankruptcy Code and the Ground Lease is rejected pursuant to Section 365(a) of the Bankruptcy Code, Agent (or its designee or Successor) shall be entitled to retain possession of the Leasehold Estate and to exercise all rights and options under the Ground Lease.
9.2 If Ground Lessee (or any successor tenant under the Ground Lease) becomes a debtor under the Bankruptcy Code or under any state insolvency law, and the Ground Lease is rejected, disaffirmed, or otherwise terminated by operation of such law or by order of the applicable court, NYCEDC agrees as follows:
(a) Agent (or its designee or Successor) shall have the right to retain possession of the Leasehold Estate and to continue to occupy and use the Land for the balance of the term of the Ground Lease, including any renewal or extension periods, upon the same terms and conditions as set forth in the Ground Lease (to the extent consistent with the applicable provisions of the Bankruptcy Code);
(b) Agent (or its designee or Successor) shall have the right to enter into a New Lease pursuant to Section 7 of this Agreement, which New Lease shall be on the terms described therein;
(c) NYCEDC shall recognize Agent (or its designee or Successor) as the ground lessee under the Ground Lease (or the New Lease, as applicable) and shall accept performance by Agent (or its designee or Successor) of the obligations of the ground lessee under the Ground Lease from and after the date of such rejection or termination; and
(d) NYCEDC's obligations under the Ground Lease to Agent (or its designee or Successor) shall continue in full force and effect, including, without limitation, NYCEDC's obligation to provide quiet enjoyment of the Leasehold Estate and to perform all landlord obligations under the Ground Lease.
9.3 NYCEDC covenants and agrees that it shall not seek, and shall not join in or support any motion or application seeking, to terminate, cancel, or interfere with the possessory rights of Agent, any Successor, or any designee of Agent under or in respect of the Ground Lease or the Mortgage in any bankruptcy, insolvency, receivership, or similar proceeding involving Ground Lessee, MTDC, or any other party. NYCEDC shall not file or support any motion seeking to avoid, set aside, or otherwise challenge the validity, enforceability, or priority of the Mortgage or any other Loan Document in any such proceeding.
9.4 In any bankruptcy proceeding involving Ground Lessee as debtor, if the trustee or debtor-in-possession seeks to assume and assign the Ground Lease pursuant to Section 365 of the Bankruptcy Code, NYCEDC agrees that Agent shall be entitled to receive notice of any such proposed assumption and assignment and shall have the right to object thereto and to bid on or credit bid for the Leasehold Estate in connection with any sale under Section 363 of the Bankruptcy Code or plan of reorganization under Section 1129 of the Bankruptcy Code.
Section 10. Representations and Covenants of NYCEDC
NYCEDC hereby represents, warrants, and covenants to Agent as of the date hereof, and as of the date of any advance under the Loan Documents, as follows:
(a) Fee Ownership. NYCEDC is the sole owner of the Fee Estate, free and clear of all liens, encumbrances, and other interests, except for (i) the Ground Lease, (ii) real estate taxes and assessments not yet due and payable, (iii) such other exceptions to title as are disclosed in the title commitment issued by Sentinel Title Insurance Company under Commitment No. STN-2025-MH-04178, and (iv) matters of record. NYCEDC has not conveyed, transferred, or encumbered the Fee Estate or any interest therein, except as set forth in the Ground Lease and this Agreement.
(b) Ground Lease Status. The Ground Lease is in full force and effect and has not been amended, modified, supplemented, restated, or assigned except as disclosed to Agent in writing and as set forth in Exhibit B attached hereto. The Ground Lease has not been cancelled, terminated, or surrendered, in whole or in part. No notice of default or termination has been given by NYCEDC to Ground Lessee or by Ground Lessee to NYCEDC that remains outstanding.
(c) Ground Rent. The ground rent payable under the Ground Lease is Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00) per annum, payable in equal monthly installments of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) each, subject to CPI escalation every five (5) years as more particularly set forth in the Ground Lease. Ground rent has been paid through the date hereof in accordance with the terms of the Ground Lease, and no rent or additional rent has been prepaid more than one (1) month in advance of the due date thereof.
(d) No Default. To NYCEDC's actual knowledge (after reasonable inquiry of the officers and employees of NYCEDC having responsibility for the administration of the Ground Lease), no Default exists under the Ground Lease as of the date hereof, and no event has occurred or condition exists which, with the giving of notice or the lapse of time or both, would constitute a Default under the Ground Lease.
(e) Authority. NYCEDC has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of NYCEDC, including, without limitation, the approval of NYCEDC's Board of Directors (or an authorized committee thereof) to the extent required by NYCEDC's certificate of incorporation, bylaws, or applicable law. This Agreement has been duly executed and delivered by NYCEDC and constitutes a legal, valid, and binding obligation of NYCEDC, enforceable against NYCEDC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(f) No Required Consents. No consent, approval, authorization, license, permit, or order of, or registration, declaration, or filing with, any governmental authority, court, agency, or instrumentality, or any other Person, is required in connection with NYCEDC's execution, delivery, and performance of this Agreement, other than such consents, approvals, authorizations, licenses, permits, orders, registrations, declarations, or filings as have been obtained or made prior to the date hereof and are in full force and effect.
(g) No Conflicts. The execution, delivery, and performance of this Agreement by NYCEDC, and compliance by NYCEDC with the terms and provisions hereof, do not and will not (i) violate any provision of NYCEDC's certificate of incorporation, bylaws, or other organizational documents, (ii) violate any law, rule, regulation, order, judgment, injunction, decree, or award of any governmental authority applicable to NYCEDC or the Land, (iii) conflict with, result in a breach of, or constitute a default under any agreement, indenture, instrument, or obligation to which NYCEDC is a party or by which NYCEDC or the Land is bound, or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon the Fee Estate or the Land (other than as contemplated by this Agreement and the Mortgage).
Section 11. Notices
11.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed duly given and received when (a) personally delivered against a signed receipt, (b) sent by a nationally recognized overnight courier service (with next business day delivery requested), or (c) sent by United States certified mail, return receipt requested, postage prepaid, in each case addressed as follows:
If to NYCEDC:
NYC Economic Development Corporation One Liberty Plaza New York, New York 10006
Attention: General Counsel
With a copy to:
NYC Economic Development Corporation One Liberty Plaza New York, New York 10006
Attention: Senior Vice President, Asset Management
If to Ground Lessee:
Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Lydia Okafor, General Counsel
With a copy to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attention: Douglas Fairchild, Esq.
If to Agent:
Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Kenneth Pryor, Managing Director, RE Finance
With a copy to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
11.2 Any party may change its address for purposes of receiving Notices under this Agreement by giving written notice of such change to the other parties in accordance with this Section 11. Any such change of address shall be effective five (5) business days after the date on which notice of such change is received by the other parties.
11.3 A Notice shall be deemed received (i) on the date of personal delivery, as evidenced by the signed receipt, (ii) on the next business day after deposit with a nationally recognized overnight courier service (with next business day delivery requested), as evidenced by the courier's records, or (iii) on the third (3rd) business day after deposit in the United States mail, certified, return receipt requested, postage prepaid, as evidenced by the postmark and return receipt. The inability to deliver a Notice because of a changed address of which no notice was given, or because of a rejection or refusal to accept any Notice, shall be deemed to be receipt of such Notice as of the date of such inability to deliver, rejection, or refusal.
11.4 Copies of Notices sent to counsel for any party are for informational purposes only and shall not constitute notice to such party. The failure to send a copy of any Notice to counsel shall not invalidate any Notice otherwise properly given to a party.
Section 12. Miscellaneous
12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction.
12.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether oral or written, relating to the subject matter hereof. No party has relied on any representation, warranty, or statement of any other party not expressly set forth in this Agreement.
12.3 Amendments. This Agreement may not be amended, modified, supplemented, restated, or waived except by an instrument in writing signed by all parties hereto (or, in the case of a waiver, by the party against whom enforcement of such waiver is sought). No course of dealing between the parties, no delay or omission in exercising any right or remedy hereunder, and no partial exercise of any right or remedy shall be construed as a waiver of any right or remedy or as an amendment or modification of this Agreement.
12.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, including, without limitation, any Successor, any Person that acquires the Fee Estate from or through NYCEDC, and any successor administrative agent under the Loan Agreement. Agent may assign its rights under this Agreement, in whole or in part, to any successor administrative agent under the Loan Agreement, to any assignee or transferee of the Loan or any portion thereof, or to any Person that acquires the Leasehold Estate through or in connection with a Foreclosure Event, in each case without the consent of NYCEDC or Ground Lessee, and any such assignee or transferee shall be entitled to all of the rights and benefits of Agent under this Agreement. All references herein to "Agent" shall be deemed to include any such successor, assignee, or transferee.
12.5 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement (including, without limitation, the rights conferred upon any Successor and the lenders under the Loan Agreement), nothing in this Agreement is intended to, or shall be construed to, confer upon any Person (other than the parties hereto, their successors, and their permitted assigns) any right, remedy, claim, or benefit under or by reason of this Agreement, and no Person that is not a party to this Agreement (other than the Persons expressly described in the preceding sentence) shall have standing to enforce the terms of this Agreement.
12.6 Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other term, provision, covenant, or condition hereof or the application of such term, provision, covenant, or condition to any other Person or circumstance. The remaining terms, provisions, covenants, and conditions of this Agreement shall continue in full force and effect, and the parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. The signature pages of separate counterparts may be combined to form a single instrument. Delivery of an executed counterpart of this Agreement (or any signature page hereto) by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be as effective as delivery of a manually executed counterpart.
12.8 Recording. This Agreement (or a memorandum hereof in recordable form) may be recorded in the City Register's Office at the option and direction of Agent, and NYCEDC shall cooperate with Agent in connection with such recording, including, without limitation, by executing such acknowledgments or additional instruments as may be required for recording purposes. All recording fees, documentary stamps, transfer taxes, and other costs and expenses incurred in connection with the recording of this Agreement shall be paid by Ground Lessee or Agent, and NYCEDC shall have no liability for any such costs or expenses.
12.9 Captions. The section headings, captions, and titles contained in this Agreement are for convenience of reference only and shall not be considered a part of this Agreement or affect in any way the meaning, construction, or interpretation of any provision of this Agreement.
12.10 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE GROUND LEASE, THE MORTGAGE, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTIES' ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION HEREWITH.
12.11 Jurisdiction and Venue. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York sitting in the County of New York (including the Commercial Division thereof) and (b) the United States District Court for the Southern District of New York, and any appellate courts having jurisdiction over appeals from such courts, in any action, suit, or proceeding arising out of or relating to this Agreement, and each party hereto agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
12.12 Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Ground Lease, the terms and provisions of this Agreement shall govern and control as between NYCEDC and Agent (and any Successor), and the Ground Lease shall be deemed modified to the extent necessary to give full force and effect to the provisions of this Agreement. Nothing in this Section 12.12 shall be construed to affect the rights or obligations of Ground Lessee under the Ground Lease, except to the extent expressly provided in this Agreement.
12.13 Further Assurances. Each party hereto shall, from time to time and without further consideration, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, assignments, and assurances, and shall take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement, to confirm and perfect the rights created or intended to be created hereby, and to consummate the transactions contemplated by this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Subordination, Non-Disturbance and Attornment Agreement as of the date first written above.
GROUND LESSOR:
NYC ECONOMIC DEVELOPMENT CORPORATION
By: ________
Name: ________
Title: ________
STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )
On the _ day of __, 2025, before me, the undersigned, personally appeared ________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
________________________________________
Notary Public, State of New York My Commission Expires: ____
GROUND LESSEE:
HUDSON YARDS WEST MORT

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

RECITALS

GROUND LESSOR:

NYC ECONOMIC DEVELOPMENT CORPORATION

GROUND LESSEE:

HUDSON YARDS WEST MORT

Record

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