SUBORDINATION OF PROPERTY MANAGEMENT AGREEMENT
450 West 34th Street, New York, New York 10001
Dated as of June 15, 2025
This SUBORDINATION OF PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is executed and delivered as of the 15th day of June, 2025 (the "Effective Date"), by EVERGREEN PROPERTY MANAGEMENT LLC, a New York limited liability company, having an address at 601 West 26th Street, Suite 410, New York, New York 10001 ("Manager"), in favor of IRONCLAD NATIONAL BANK, N.A., a national banking association, having an address at 277 Park Avenue, New York, New York 10172, in its capacity as administrative agent for the Senior Lenders (in such capacity, together with its successors and assigns in such capacity, "Senior Agent" or "Agent"), and GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, having an address at 9 West 57th Street, Suite 4200, New York, New York 10019 ("Mezzanine Lender").
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, having an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 ("Borrower"), joins in the execution of this Agreement for the purposes set forth herein.
Manager, Agent, Mezzanine Lender, and Borrower are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Borrower is the fee owner of certain real property and improvements located at 450 West 34th Street, New York, New York 10001, situated in the Borough of Manhattan, City and State of New York, designated on the Tax Map of the City of New York as Block 729, Lots 1, 5, 12, and 15, and being more particularly described on Exhibit A annexed hereto and made a part hereof (together with all improvements thereon, all appurtenances thereto, and all fixtures, equipment, and personal property located thereon or used in connection therewith, the "Property");
WHEREAS, Borrower and Manager have entered into that certain Property Management Agreement dated as of May 28, 2025 (as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time, the "Management Agreement"), pursuant to which Manager has been engaged to provide property management, leasing coordination, and related services for the Property, with Teresa Langford serving as the principal of Manager responsible for the day-to-day management and oversight of the Property;
WHEREAS, Borrower has obtained a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Senior Loan") from a syndicate of institutional lenders (collectively, the "Senior Lenders") for which Ironclad National Bank, N.A. acts as administrative agent, which Senior Loan is evidenced by that certain Senior Loan Agreement of even date herewith among Borrower, Agent, and the Senior Lenders (the "Senior Loan Agreement") and secured by, among other things, (i) a mortgage, assignment of leases and rents, security agreement, and fixture filing encumbering the Property (the "Senior Mortgage"), (ii) an assignment of leases and rents, (iii) environmental indemnity agreements, (iv) guaranty agreements, and (v) all other documents, instruments, and agreements executed and delivered in connection with the Senior Loan (collectively, the "Senior Loan Documents");
WHEREAS, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Mezzanine Borrower"), which is the direct equity owner of one hundred percent (100%) of the membership interests of Borrower, has obtained a mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine Loan") from Mezzanine Lender, which Mezzanine Loan is evidenced by that certain Mezzanine Loan Agreement of even date herewith between Mezzanine Borrower and Mezzanine Lender (the "Mezzanine Loan Agreement") and secured by, among other things, a first-priority pledge and security interest in one hundred percent (100%) of the membership interests of Borrower and all other documents, instruments, and agreements executed and delivered in connection therewith (collectively, the "Mezzanine Loan Documents");
WHEREAS, the Senior Loan Documents and the Mezzanine Loan Documents require, as a condition precedent to the initial disbursement of the Senior Loan and the Mezzanine Loan, that Manager execute and deliver this Agreement subordinating the Management Agreement to the lien and security interest of the Senior Mortgage and to the rights and interests of Agent, the Senior Lenders, and Mezzanine Lender under the Senior Loan Documents and the Mezzanine Loan Documents; and
WHEREAS, Manager acknowledges that Agent, the Senior Lenders, and Mezzanine Lender are relying upon the representations, warranties, covenants, and agreements of Manager set forth herein in making the Senior Loan and the Mezzanine Loan, and that Agent, the Senior Lenders, and Mezzanine Lender would not make the Senior Loan or the Mezzanine Loan without the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1 — DEFINITIONS
Section 1.1 — Incorporation by Reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Senior Loan Agreement. In the event of any conflict between a defined term as used in the Senior Loan Agreement and a defined term as used in this Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.
Section 1.2 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Agent" means Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the Senior Lenders under the Senior Loan Agreement, together with its successors and assigns in such capacity.
(b) "Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its permitted successors and assigns.
(c) "Event of Default" means any "Event of Default" as defined in the Senior Loan Agreement or any "Event of Default" as defined in the Mezzanine Loan Agreement, as applicable and as the context may require.
(d) "Foreclosure Event" means (i) any foreclosure of the Senior Mortgage, whether by judicial proceeding or the exercise of a power of sale, (ii) any conveyance by deed in lieu of foreclosure of the Senior Mortgage, (iii) any foreclosure or other realization upon the pledged collateral under the Mezzanine Loan Documents, whether by sale conducted pursuant to Article 9 of the Uniform Commercial Code or otherwise, (iv) the appointment of a receiver or trustee for the Property or Borrower in connection with the Senior Loan or the Mezzanine Loan, or (v) any other exercise of remedies by Agent, any Senior Lender, or Mezzanine Lender under the Senior Loan Documents or the Mezzanine Loan Documents resulting in a change of ownership, control, or management of the Property or Borrower.
(e) "Intercreditor Agreement" means that certain Intercreditor Agreement of even date herewith between Agent and Mezzanine Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(f) "Lenders" means, collectively, (i) Agent, on behalf of and for the benefit of the Senior Lenders, (ii) the Senior Lenders party to the Senior Loan Agreement, including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank, and their respective successors and assigns, and (iii) Mezzanine Lender and its successors and assigns.
(g) "Management Agreement" has the meaning ascribed to such term in the Recitals.
(h) "Management Fees" means all fees, commissions, incentive compensation, reimbursements, cost recoveries, and other compensation of any kind or nature payable or potentially payable to Manager under the Management Agreement or otherwise in connection with Manager's management of the Property.
(i) "Mezzanine Lender" means Granite Peak Capital Partners, LP, a Delaware limited partnership, together with its successors and assigns.
(j) "Property" has the meaning ascribed to such term in the Recitals and is more particularly described on Exhibit A attached hereto.
(k) "Replacement Manager" means any property manager, asset manager, or management company engaged by Agent, Mezzanine Lender, a Successor Owner, or any receiver or trustee to manage or operate the Property following a Foreclosure Event or termination of the Management Agreement.
(l) "Senior Loan Documents" has the meaning ascribed to the term "Loan Documents" in the Senior Loan Agreement and includes, without limitation, the Senior Mortgage, the Senior Loan Agreement, and all notes, guaranties, environmental indemnities, cash management agreements, reserve agreements, and other documents, instruments, and agreements executed and delivered in connection with the Senior Loan.
(m) "Successor Owner" means any person or entity that acquires (i) ownership of the Property, (ii) direct ownership of all or a controlling interest in the membership interests of Borrower, or (iii) indirect ownership or control of Borrower, in each case following or in connection with a Foreclosure Event, and shall include, without limitation, Agent, any Senior Lender, Mezzanine Lender, any designee, nominee, or affiliate thereof, and any third-party purchaser at a foreclosure sale or any transferee pursuant to a deed in lieu of foreclosure or a UCC disposition.
SECTION 2 — SUBORDINATION
Section 2.1 — Subordination of Management Agreement. Manager hereby irrevocably and unconditionally agrees that the Management Agreement and all of Manager's right, title, interest, claim, and demand thereunder and with respect thereto (including, without limitation, all Management Fees, all claims for payment or reimbursement, all liens or rights to liens, all rights to setoff, recoupment, or counterclaim, and all other rights to payment or compensation of any kind or nature, whether now existing or hereafter arising) are and shall at all times be subject, subordinate, and inferior in all respects to:
(a) the lien, charge, operation, and effect of the Senior Mortgage and all other Senior Loan Documents, including all modifications, extensions, renewals, consolidations, spreaders, and supplements thereof and thereto;
(b) the lien, charge, operation, and effect of the Mezzanine Loan Documents, including all modifications, extensions, renewals, and supplements thereof and thereto;
(c) all present and future advances and re-advances of principal made under the Senior Loan and the Mezzanine Loan, whether obligatory or optional, and whether made before or after any default under the Management Agreement; and
(d) all sums due and owing, and all obligations (whether for principal, interest, fees, costs, expenses, indemnification, or otherwise) arising under or in connection with the Senior Loan Documents and the Mezzanine Loan Documents, including all protective advances, default interest, late charges, prepayment premiums, yield maintenance payments, and costs of enforcement.
The foregoing subordination shall apply irrespective of the time, order, or method of creation, attachment, or perfection of any interest, lien, or encumbrance, and irrespective of whether the Management Agreement was entered into prior to, concurrently with, or subsequent to the execution of the Senior Loan Documents or the Mezzanine Loan Documents.
Section 2.2 — Subordination Absolute and Unconditional. The subordination set forth in Section 2.1 shall be absolute and unconditional and shall remain in full force and effect regardless of:
(i) any amendment, modification, supplement, extension, renewal, consolidation, spreading, increase, or restatement of the Senior Loan Documents or the Mezzanine Loan Documents, whether or not notice thereof is given to Manager;
(ii) any release, substitution, exchange, or subordination of any security, collateral, or guaranty for or under the Senior Loan Documents or the Mezzanine Loan Documents;
(iii) any exercise or non-exercise of any right, remedy, or power under the Senior Loan Documents, the Mezzanine Loan Documents, or applicable law, whether against Borrower, any guarantor, or any other person or entity;
(iv) any change in the ownership, organizational structure, or management of Borrower, whether by merger, consolidation, conversion, reorganization, or otherwise;
(v) any change in ownership of the Property, whether voluntary or involuntary;
(vi) any bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, assignment for the benefit of creditors, or similar proceeding involving Borrower, Manager, or any other person or entity; or
(vii) any other circumstance, act, or omission that might otherwise constitute a legal or equitable defense to, or discharge of, the subordination set forth herein or that might otherwise constitute a counterclaim or offset available to Manager.
Manager hereby waives, to the fullest extent permitted by applicable law, any and all defenses, counterclaims, setoffs, and other rights or claims that might be available to challenge, limit, or impair the subordination set forth in this Section 2.
Section 2.3 — No Lien or Encumbrance. Manager shall not assert, claim, or file any lien, security interest, charge, or encumbrance of any kind or nature against the Property, any revenues derived therefrom (including rents, income, profits, and proceeds), or any interest of Borrower therein, in connection with the Management Agreement or Manager's performance of services thereunder. Manager hereby irrevocably waives any right it may now or hereafter have to a mechanic's lien, management lien, vendor's lien, or any similar statutory, contractual, equitable, or common-law lien against the Property or any portion thereof or interest therein. In the event that any such lien is filed or claimed by or on behalf of Manager in violation of this Section 2.3, Manager shall cause such lien to be released, discharged, and removed of record within five (5) business days following written notice from Agent or Mezzanine Lender, and Manager shall indemnify, defend, and hold harmless Agent, the Senior Lenders, and Mezzanine Lender from and against all costs, expenses, losses, and damages (including reasonable attorneys' fees) arising out of or relating to such lien.
SECTION 3 — COVENANTS OF MANAGER
Section 3.1 — No Amendment or Termination. Manager shall not, without the prior written consent of Agent (and, for so long as the Mezzanine Loan remains outstanding, Mezzanine Lender), agree to, consent to, or effect any amendment, modification, supplement, restatement, or waiver of any provision of the Management Agreement, or consent to any termination, cancellation, or surrender of the Management Agreement. Any purported amendment, modification, supplement, restatement, waiver, termination, cancellation, or surrender of the Management Agreement made without the requisite prior written consent of Agent and Mezzanine Lender shall be void and of no force or effect as against Agent, the Senior Lenders, and Mezzanine Lender. The foregoing restriction shall not be construed to prevent termination of the Management Agreement by Agent or Mezzanine Lender pursuant to Section 4 hereof.
Section 3.2 — No Assignment. Manager shall not assign, delegate, pledge, hypothecate, encumber, or otherwise transfer any of its rights, duties, interests, or obligations under the Management Agreement, whether by operation of law or otherwise, without the prior written consent of Agent and Mezzanine Lender. Any purported assignment, delegation, pledge, hypothecation, encumbrance, or transfer made in violation of this Section 3.2 shall be void and of no force or effect as against Agent, the Senior Lenders, and Mezzanine Lender. For purposes of this Section 3.2, any change in the controlling ownership or management of Manager (including the departure of Teresa Langford as the principal responsible for the Property) shall be deemed an assignment requiring prior written consent unless Agent and Mezzanine Lender are provided with at least thirty (30) days' prior written notice thereof together with such information regarding the proposed replacement personnel or ownership as Agent or Mezzanine Lender may reasonably request.
Section 3.3 — Management Fee Subordination. Upon the occurrence and during the continuance of a Cash Sweep Period (as defined in the Senior Loan Agreement, including, without limitation, any period during which (i) the Debt Service Coverage Ratio is less than 1.10:1.00, (ii) a Cash Management Trigger Event has occurred and is continuing, or (iii) an Event of Default has occurred and is continuing under the Senior Loan Documents or the Mezzanine Loan Documents), all Management Fees shall be subordinate and junior in right of payment to (a) all debt service obligations under the Senior Loan Documents (including principal, interest, yield maintenance, default interest, and late charges), (b) all required reserve deposits and escrows under the Senior Loan Documents, (c) all debt service obligations under the Mezzanine Loan Documents, and (d) all required reserves and other amounts required to be deposited under the Mezzanine Loan Documents. During any Cash Sweep Period, Management Fees payable to Manager shall not exceed the lesser of (x) the Management Fees then payable under the Management Agreement and (y) market-rate management fees for comparable properties in the New York metropolitan area as reasonably determined by Agent in its commercially reasonable discretion, and Manager shall not demand, accept, or retain any Management Fees in excess of such amount without the prior written consent of Agent.
Section 3.4 — Books, Records, and Reporting. Manager shall maintain complete, accurate, and current books and records relating to the management, operation, leasing, maintenance, and financial condition of the Property, in each case in accordance with generally accepted accounting principles consistently applied or such other accounting standards as may be required under the Senior Loan Documents. Manager shall, within ten (10) business days following written request from Agent or Mezzanine Lender, provide Agent or Mezzanine Lender (as applicable) with copies of such books, records, financial statements, operating statements, rent rolls, budgets, variance reports, capital expenditure summaries, accounts payable aging reports, and other information relating to the Property and its management as Agent or Mezzanine Lender may reasonably request. Manager shall also permit Agent, Mezzanine Lender, and their respective agents, representatives, and designees to inspect, audit, and copy such books and records at the offices of Manager or at the Property during normal business hours upon reasonable prior notice.
Section 3.5 — Insurance. Manager shall maintain, at its own expense (or as otherwise provided in the Management Agreement), all insurance coverages required of Manager under the Management Agreement and under the Senior Loan Documents, including, without limitation, commercial general liability insurance, professional liability (errors and omissions) insurance, workers' compensation insurance, and automobile liability insurance, each in the amounts and with the carriers specified in the Senior Loan Documents or as otherwise reasonably required by Agent. Manager shall name Agent and Mezzanine Lender (and their respective successors and assigns) as additional insureds under all liability insurance policies as required by the Senior Loan Documents and shall provide Agent and Mezzanine Lender with certificates of insurance evidencing such coverages promptly upon request.
Section 3.6 — Compliance with Loan Documents. Manager acknowledges and confirms that it has received or been afforded the opportunity to review the Senior Loan Documents and the Mezzanine Loan Documents and is familiar with the provisions thereof relating to the management and operation of the Property. Manager agrees to perform its obligations under the Management Agreement in a manner consistent with the requirements of the Senior Loan Documents and the Mezzanine Loan Documents, including, without limitation, all provisions relating to (i) operating budgets and capital budgets, (ii) leasing guidelines and approval requirements, (iii) insurance requirements, (iv) environmental compliance, (v) cash management procedures, and (vi) reporting obligations. Manager shall cooperate fully with Agent, Mezzanine Lender, any receiver or trustee appointed with respect to the Property, and any Successor Owner in all matters relating to the management and operation of the Property.
Section 3.7 — Notices of Default. Manager shall promptly (and in any event within five (5) business days) notify Agent and Mezzanine Lender in writing of (a) any default or breach by Borrower under the Management Agreement, including, without limitation, any failure to pay Management Fees when due, (b) any default or breach by Manager under the Management Agreement, (c) any notice of termination or purported termination of the Management Agreement given or received by Manager, (d) any claim, demand, or proceeding made or commenced against Manager in connection with the Management Agreement or the Property, and (e) any event, condition, or circumstance of which Manager has actual knowledge that could reasonably be expected to have a material adverse effect on the Property, its operation, its value, or Manager's ability to perform its obligations under the Management Agreement or this Agreement. All such notices shall be delivered to Agent and Mezzanine Lender at the addresses set forth in Section 7 hereof.
SECTION 4 — LENDER TERMINATION RIGHTS
Section 4.1 — Termination Upon Event of Default. Agent (or Mezzanine Lender, subject to and in accordance with the terms and provisions of the Intercreditor Agreement) shall have the right, exercisable in its sole and absolute discretion, to terminate the Management Agreement upon not less than thirty (30) days' prior written notice to Manager and Borrower at any time following the occurrence and during the continuance of an Event of Default under the Senior Loan Documents or the Mezzanine Loan Documents. The consent of Borrower shall not be required for, and Borrower shall not have the right to object to or otherwise impede, any such termination. Manager acknowledges and agrees that no termination fee, penalty, premium, break-up fee, or other compensation of any kind or nature shall be payable to Manager by Agent, any Senior Lender, Mezzanine Lender, or Borrower in connection with any termination of the Management Agreement pursuant to this Section 4.1, and Manager hereby irrevocably waives any right to claim or receive any such fee, penalty, premium, or compensation.
Section 4.2 — Termination Upon Foreclosure Event. Upon the occurrence of a Foreclosure Event, Agent (or Mezzanine Lender or Successor Owner, as applicable, and subject to the terms of the Intercreditor Agreement) shall have the right to terminate the Management Agreement immediately upon written notice to Manager, effective as of the date specified in such notice, which date may be the date of the Foreclosure Event itself, the date of such notice, or any subsequent date designated by Agent, Mezzanine Lender, or the Successor Owner. Manager acknowledges and agrees that no termination fee, penalty, premium, break-up fee, or other compensation of any kind or nature shall be payable to Manager by Agent, any Senior Lender, Mezzanine Lender, the Successor Owner, or any other person or entity in connection with any termination of the Management Agreement pursuant to this Section 4.2, and Manager hereby irrevocably waives any right to claim or receive any such fee, penalty, premium, or compensation.
Section 4.3 — Continuation at Lender's Election. Notwithstanding the provisions of Sections 4.1 and 4.2, Agent (or Mezzanine Lender or Successor Owner, as applicable) may, in its sole and absolute discretion, elect to continue the Management Agreement in full force and effect following an Event of Default or a Foreclosure Event. In the event of such election, which shall be evidenced by written notice to Manager, the Management Agreement shall continue in full force and effect on the same terms and conditions set forth therein, and Manager shall continue to perform all of its obligations thereunder for the benefit of the applicable Successor Owner (or Agent or Mezzanine Lender, as the case may be). Upon receipt of such notice of election to continue, Manager shall attorn to the Successor Owner (or Agent or Mezzanine Lender, as applicable) as the "owner" or "landlord" under the Management Agreement and shall recognize such party as the successor to all of Borrower's rights and obligations under the Management Agreement, without the necessity of executing any further instrument or agreement. Nothing in this Section 4.3 shall be construed to obligate Agent, Mezzanine Lender, or any Successor Owner to continue the Management Agreement or to assume any obligation of Borrower thereunder.
Section 4.4 — Cooperation Upon Termination. Upon any termination of the Management Agreement pursuant to this Section 4, or upon any other termination of the Management Agreement at any time while the Senior Loan or the Mezzanine Loan is outstanding, Manager shall:
(a) immediately cease performing services under the Management Agreement, other than such emergency services as are reasonably necessary to protect the life, health, or safety of tenants, occupants, or the general public, or to prevent imminent physical damage to the Property, which emergency services shall continue for a period not to exceed five (5) days following the effective date of termination unless Agent or the Successor Owner directs otherwise;
(b) promptly, and in any event within five (5) business days following the effective date of termination, deliver to Agent, the Successor Owner, or the Replacement Manager (as directed by Agent) all books, records, files, plans, specifications, drawings, permits, licenses, contracts, correspondence, keys, access codes, security credentials, tenant correspondence, vendor and contractor files, operating manuals, warranties, and other property or materials of Borrower or relating to the Property that are in Manager's possession, custody, or control;
(c) fully cooperate in an orderly transition of management responsibilities to the Replacement Manager, including making available Manager's personnel who are knowledgeable about the Property for a transition period of not less than thirty (30) days following the effective date of termination (or such shorter period as Agent may designate), at no additional cost to Agent, Borrower, or the Successor Owner;
(d) account for and remit to Agent, the Successor Owner, or such other party as Agent may direct, all funds of Borrower or relating to the Property then held by or under the control of Manager, including, without limitation, all rents, revenues, security deposits, escrow funds, reserve funds, operating account balances, and insurance proceeds, within five (5) business days following the effective date of termination; and
(e) execute and deliver such assignments, instruments, and other documents as Agent, Mezzanine Lender, or the Successor Owner may reasonably request to effectuate the termination and the transfer of management responsibilities.
Section 4.5 — Payment of Accrued Fees. Upon any termination of the Management Agreement pursuant to this Section 4, Manager shall be entitled to receive only those Management Fees that were earned and accrued through and including the effective date of termination, to the extent that (i) such fees are not otherwise subordinated pursuant to Section 3.3 hereof, (ii) such fees are not the subject of any bona fide dispute between Manager and Borrower or any other party, and (iii) sufficient funds are available after payment of all amounts due and owing under the Senior Loan Documents and the Mezzanine Loan Documents. Manager shall have no claim, right, or entitlement to any lost future fees, anticipated profits, consequential damages, special damages, punitive damages, termination compensation, severance, or any other payment or compensation of any kind on account of or arising out of the termination of the Management Agreement, and Manager hereby irrevocably and unconditionally waives any and all such claims.
SECTION 5 — REPRESENTATIONS AND WARRANTIES OF MANAGER
Manager hereby represents and warrants to Agent, the Senior Lenders, and Mezzanine Lender as follows, each of which representations and warranties shall be deemed remade as of the date of each advance under the Senior Loan and the Mezzanine Loan:
(a) Organization and Good Standing. Manager is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York, and is duly qualified and authorized to transact business in the State of New York and in each other jurisdiction where the nature of its activities or the character of the properties it owns or leases makes such qualification necessary.
(b) Power and Authority. Manager has the requisite limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement by Manager have been duly authorized by all necessary limited liability company action on the part of Manager, including the consent or approval of all members, managers, and other persons whose consent or approval is required under Manager's organizational documents or applicable law.
(c) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of Manager, enforceable against Manager in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) No Conflict. The execution, delivery, and performance of this Agreement by Manager do not and will not (i) violate or conflict with any provision of Manager's articles of organization, operating agreement, or other organizational documents, (ii) violate any applicable law, statute, rule, regulation, order, judgment, or decree binding upon Manager, or (iii) conflict with, result in a breach of, or constitute a default under any material contract, agreement, mortgage, indenture, or other instrument to which Manager is a party or by which Manager or its assets may be bound.
(e) Management Agreement in Full Force and Effect. The Management Agreement is in full force and effect and has not been amended, modified, supplemented, restated, or otherwise changed except as disclosed in writing to Agent and Mezzanine Lender prior to the date hereof. A true, correct, and complete copy of the Management Agreement (and all amendments, modifications, and supplements thereto, if any) has been delivered to Agent and Mezzanine Lender.
(f) No Default. No default or event of default exists under the Management Agreement by either Manager or Borrower, and no event has occurred and is continuing, and no condition exists, which with the giving of notice or the passage of time, or both, would constitute a default or event of default under the Management Agreement by either Manager or Borrower.
(g) No Assignment or Encumbrance. Manager has not assigned, transferred, pledged, hypothecated, or encumbered any of its rights, interests, or obligations under the Management Agreement, and no such assignment, transfer, pledge, hypothecation, or encumbrance is currently pending or contemplated.
(h) Key Personnel. Teresa Langford is the principal of Manager responsible for the management, operation, and oversight of the Property, and Ms. Langford is actively engaged in the management of the Property as of the date hereof.
(i) No Litigation. No litigation, arbitration, administrative proceeding, or governmental investigation is pending or, to Manager's actual knowledge after due inquiry, threatened against Manager that could reasonably be expected to materially impair Manager's ability to perform its obligations under the Management Agreement or this Agreement, or that could reasonably be expected to have a material adverse effect on the financial condition or operations of Manager.
SECTION 6 — ESTOPPEL
Section 6.1 — Estoppel Confirmations. Manager hereby confirms, certifies, and acknowledges for the benefit of and as an inducement to Agent, the Senior Lenders, and Mezzanine Lender, that as of the date hereof:
(a) Borrower is not in default under any provision of the Management Agreement, and no event has occurred and is continuing that, with the giving of notice or the passage of time, or both, would constitute a default by Borrower under the Management Agreement;
(b) No Management Fees or other amounts payable by Borrower to Manager under the Management Agreement are past due or unpaid;
(c) Manager does not hold any security deposit, letter of credit, escrow, or other form of collateral from Borrower under the Management Agreement or otherwise in connection with the Property;
(d) No offsets, counterclaims, defenses, or credits exist in favor of Manager against Borrower arising out of or relating to the Management Agreement, and Manager has no claim for payment against Borrower other than for current Management Fees in the ordinary course; and
(e) Manager has no claim of lien, encumbrance, or other interest against the Property or any portion thereof or interest therein, and Manager has not filed, recorded, or asserted any such lien, encumbrance, or interest.
Section 6.2 — Ongoing Estoppel Obligations. Manager agrees that, upon written request of Agent or Mezzanine Lender, Manager shall execute and deliver to Agent or Mezzanine Lender (as applicable), and their respective successors and assigns, an updated estoppel certificate substantially in the form attached hereto as Exhibit B (or in such other form as Agent or Mezzanine Lender may reasonably request) within ten (10) business days following receipt of such request. Agent and Mezzanine Lender shall be entitled to request such estoppel certificates no more than two (2) times per calendar year; provided, however, that the foregoing limitation shall not apply during any period in which an Event of Default has occurred and is continuing under the Senior Loan Documents or the Mezzanine Loan Documents, during which period Agent and Mezzanine Lender may request such estoppel certificates as frequently as either may deem necessary or desirable.
SECTION 7 — NOTICES
Section 7.1 — Method of Notice. All notices, demands, requests, consents, approvals, and other communications (each, a "Notice") required or permitted under this Agreement shall be in writing and shall be delivered by (i) personal delivery, (ii) nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or (iii) certified mail, return receipt requested, postage prepaid, addressed to the applicable Party at the address set forth below or at such other address as such Party may designate by Notice given in accordance with this Section 7:
If to Manager:
Evergreen Property Management LLC 601 West 26th Street, Suite 410 New York, New York 10001
Attention: Teresa Langford
If to Borrower:
Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Connor McBride
with a copy to: Lydia Okafor (at the same address)
If to Agent:
Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Kenneth Pryor, Senior Managing Director, Real Estate Finance
If to Mezzanine Lender:
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019
Attention: Victor Salinas, SVP Originations
with a copy to: Rebecca Thornton, In-house Counsel (at the same address)
Section 7.2 — Effectiveness of Notice. Any Notice shall be deemed given and effective (a) upon receipt, if delivered by personal delivery, (b) on the next business day after deposit with a nationally recognized overnight courier service, if delivered by overnight courier, or (c) on the third (3rd) business day after deposit in the United States mail, if delivered by certified mail, return receipt requested. Refusal or avoidance of delivery shall be deemed receipt for purposes of this Section 7.
Section 7.3 — Change of Address. Any Party may change its address for receipt of Notices by delivering written notice of such change to all other Parties in accordance with this Section 7. Such change of address shall be effective upon receipt of such notice by all other Parties.
SECTION 8 — MISCELLANEOUS
Section 8.1 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to or application of the conflicts-of-law principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply).
Section 8.2 — Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state court of competent jurisdiction sitting in the Borough of Manhattan, City of New York, State of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, the Management Agreement, or any of the transactions contemplated hereby or thereby. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) 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 (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party 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 applicable law.
Section 8.3 — WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE MANAGEMENT AGREEMENT, THE SENIOR LOAN DOCUMENTS, THE MEZZANINE LOAN DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.3.
Section 8.4 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Agent may freely assign its rights and obligations under this Agreement to any successor administrative agent under the Senior Loan Agreement or to any assignee or transferee of all or any portion of the Senior Loan, without the consent of any other Party. Mezzanine Lender may freely assign its rights and obligations under this Agreement to any assignee or transferee of all or any portion of the Mezzanine Loan, without the consent of any other Party. Manager may not assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and Mezzanine Lender, which consent may be withheld in Agent's and Mezzanine Lender's sole and absolute discretion.
Section 8.5 — Amendments. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by Manager, Agent, and Mezzanine Lender. No waiver of any provision of this Agreement shall be deemed a continuing waiver or a waiver of any other provision, nor shall it create a course of dealing or estoppel.
Section 8.6 — Entire Agreement. This Agreement (including all Exhibits attached hereto, which are incorporated herein by this reference) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, understandings, and communications, whether written or oral, relating to such subject matter.
Section 8.7 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of such provision.
Section 8.8 — Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, portable document format (PDF) electronic mail, or other electronic means shall be equally effective as delivery of an original executed counterpart. The Parties agree that electronic signatures (including signatures delivered via Brightwater Software or similar platforms) shall be valid and binding for all purposes and shall have the same force and effect as original ink signatures.
Section 8.9 — No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, remedy, or claim under or by reason of this Agreement; provided, however, that the Senior Lenders party to the Senior Loan Agreement (including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank) shall be express third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions hereof directly against Manager.
Section 8.10 — Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Management Agreement, the terms and provisions of this Agreement shall control and prevail in all respects, and the Management Agreement shall be deemed modified to the extent necessary to give full force and effect to this Agreement. Manager and Borrower hereby consent to such modification.
Section 8.11 — Agent's and Mezzanine Lender's Rights; No Assumption of Obligations. Agent, the Senior Lenders, and Mezzanine Lender shall have no obligations or liabilities under the Management Agreement by virtue of this Agreement or by reason of any action taken or omitted to be taken pursuant hereto. Neither Agent, any Senior Lender, nor Mezzanine Lender shall be deemed to have assumed, nor shall any of them be liable for, any obligations, duties, or liabilities of Borrower under the Management Agreement unless and until Agent, Mezzanine Lender, or a Successor Owner expressly elects to continue the Management Agreement following a Foreclosure Event pursuant to Section 4.3 hereof, and then only with respect to obligations arising from and after the date of such election. Nothing in this Agreement shall be construed to make Agent, any Senior Lender, or Mezzanine Lender a party to the Management Agreement or to create any privity of contract between Agent, any Senior Lender, or Mezzanine Lender, on the one hand, and Manager, on the other hand, except as expressly set forth in this Agreement.
Section 8.12 — Intercreditor Agreement. The respective rights, remedies, and priorities of Agent and Mezzanine Lender under this Agreement are subject to, and shall be exercised in accordance with, the terms and provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Intercreditor Agreement as between Agent and Mezzanine Lender (or their respective successors and assigns), the terms of the Intercreditor Agreement shall control and prevail. Nothing in this Section 8.12 shall be construed to diminish, limit, or otherwise affect the rights of Agent or Mezzanine Lender as against Manager under this Agreement. Manager acknowledges that it is not a party to, and has no rights under, the Intercreditor Agreement.
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SIGNATURE PAGES TO SUBORDINATION OF PROPERTY MANAGEMENT AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Subordination of Property Management Agreement as of the date first written above.
MANAGER:
EVERGREEN PROPERTY MANAGEMENT LLC, a New York limited liability company
By: ________
Name: Teresa Langford
Title: Principal
Date: ________
BORROWER:
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company
By: ________
Name: ________
Title: ________
Date: ________
AGENT:
IRONCLAD NATIONAL BANK, N.A., a national banking association, as administrative agent for the Senior Lenders
By: ________
Name: Kenneth Pryor
Title: Managing Director, Real Estate Finance
Date: ________
MEZZANINE LENDER:
GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership
By: Granite Peak Capital GP LLC,
its General Partner
By: ________
Name: Diane Castellano
Title: Managing Partner
Date: ________
ACKNOWLEDGMENTS
ACKNOWLEDGMENT — MANAGER
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of June, 2025, before me, the undersigned, personally appeared Teresa Langford, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Principal of Evergreen Property Management LLC, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Name (Print): ________ Commission Expires: ________ Qualification Number: ________
ACKNOWLEDGMENT — BORROWER
STATE OF ___ COUNTY OF ___
On the _ day of June, 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 whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity as _____ of Hudson Yards West Mortgage LLC, and that by his/her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of ___ Name (Print): ________ Commission Expires: ________
ACKNOWLEDGMENT — AGENT
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of June, 2025, before me, the undersigned, personally appeared Kenneth Pryor, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Managing Director, Real Estate Finance of Ironclad National Bank, N.A., as administrative agent for the Senior Lenders, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Name (Print): ________ Commission Expires: ________ Qualification Number: ________
ACKNOWLEDGMENT — MEZZANINE LENDER
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of June, 2025, before me, the undersigned, personally appeared Diane Castellano, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Managing Partner of Granite Peak Capital GP LLC, the general partner of Granite Peak Capital Partners, LP, and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York Name (Print): ________ Commission Expires: ________ Qualification Number: ________
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
ALL that certain plot, piece, or parcel of land, with the buildings and improvements thereon erected, situate, lying, and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:
PARCEL 1 (Lot 1, Block 729):
BEGINNING at a point on the northerly side of West 34th Street, distant 300 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 125 feet;
THENCE southerly and parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 125 feet to the point or place of BEGINNING.
PARCEL 2 (Lot 5, Block 729):
BEGINNING at a point on the northerly side of West 34th Street, distant 425 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 75 feet;
THENCE southerly and parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 75 feet to the point or place of BEGINNING.
PARCEL 3 (Lot 12, Block 729):
BEGINNING at a point on the northerly side of West 34th Street, distant 500 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 100 feet;
THENCE southerly and parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 100 feet to the point or place of BEGINNING.
PARCEL 4 (Lot 15, Block 729):
BEGINNING at a point on the northerly side of West 34th Street, distant 600 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 50 feet to the easterly side of Eleventh Avenue;
THENCE southerly along the easterly side of Eleventh Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 50 feet to the point or place of BEGINNING.
Tax Map Designation:
Borough: Manhattan Block: 729 Lots: 1, 5, 12, 15
Ground Lease Reference:
Subject to that certain Ground Lease dated June 1, 2020, by and between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp. ("MTDC"), as tenant, recorded in the Office of the City Register of the City of New York on June 15, 2020, at CRFN 2020000198762 (NYC ACRIS).
Title Commitment Reference:
This legal description is intended to conform to the description set forth in the Senior Mortgage and the title commitment issued by Sentinel Title Insurance Company, Commitment No. STN-2025-MH-04178, dated May 12, 2025, as updated and endorsed through the date hereof.