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RESERVE AGREEMENT (MEZZANINE)

Dated as of June 15, 2025

by and between

HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company, as Mezzanine Borrower

and

GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, as Mezzanine Lender

Relating to: Mezzanine Loan in the original principal amount of $200,000,000

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

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RESERVE AGREEMENT (MEZZANINE)

THIS RESERVE AGREEMENT (MEZZANINE) (this "Agreement") is made and entered into as of June 15, 2025 (the "Effective Date"), by and between:

HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company having its principal office c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 (together with its successors and permitted assigns, "Mezzanine Borrower");

and

GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership having its principal office at 9 West 57th Street, Suite 4200, New York, New York 10019 (together with its successors and permitted assigns, "Mezzanine Lender").

Mezzanine Borrower and Mezzanine Lender are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is entered into with reference to the following facts and circumstances:

Mezzanine Lender has agreed to make a mezzanine loan to Mezzanine Borrower in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000) (the "Mezzanine Loan"), pursuant to that certain Mezzanine Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement") between Mezzanine Borrower and Mezzanine Lender. The Mezzanine Loan is secured by, among other things, a first-priority pledge of one hundred percent (100%) of the membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), which holds fee simple title (subject to the Ground Lease, as defined below) to that certain real property located at 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York, Borough of Manhattan, as Block 729, Lots 1, 5, 12, and 15 (the "Property"). This Agreement sets forth the terms and conditions under which certain reserve accounts shall be established, funded, and administered in connection with the Mezzanine Loan.

RECITALS

A. Mezzanine Lender has made the Mezzanine Loan to Mezzanine Borrower in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000), which loan is evidenced by the Mezzanine Note and secured by a first-priority pledge of one hundred percent (100%) of the membership interests in Mortgage Borrower, pursuant to the Mezzanine Loan Agreement and the other Mezzanine Loan Documents (as defined herein). The proceeds of the Mezzanine Loan, together with other sources of capital, are being used to finance the development, construction, and lease-up of a mixed-use commercial tower and related improvements on the Property.

B. Mortgage Borrower has simultaneously obtained a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) (the "Senior Loan") from Ironclad National Bank, N.A., a national banking association ("Senior Lender" or "Agent"), acting as administrative agent for itself and the other senior lenders party to the Senior Loan Agreement, pursuant to that certain Senior Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), between Mortgage Borrower and Senior Lender.

C. The Senior Loan is secured by, among other things, (i) a first-priority mortgage, deed of trust, and security agreement encumbering the Property, (ii) an assignment of leases and rents with respect to the Property, and (iii) the other Senior Loan Documents (as defined in the Senior Loan Agreement). The Mezzanine Loan and the Senior Loan collectively represent Six Hundred Seventy-Five Million and 00/100 Dollars ($675,000,000) in combined indebtedness against an as-stabilized appraised value of One Billion Twenty-Five Million and 00/100 Dollars ($1,025,000,000), as determined by Argyle Appraisal Associates, Inc. in its appraisal report dated May 1, 2025, resulting in a combined loan-to-value ratio of approximately 65.85%.

D. The Mezzanine Loan Agreement requires the establishment of certain reserve accounts to be held by or for the benefit of Mezzanine Lender, separate from and supplemental to the reserve accounts established under the Senior Reserve Agreement (as defined herein). The purpose of such reserve accounts is to provide additional security for the Mezzanine Loan by ensuring that adequate funds are available to satisfy Mezzanine Borrower's obligations with respect to debt service, operating expenses, lease-up costs, and other requirements during the construction, lease-up, and stabilization phases of the Project.

E. Reference is hereby made to the Intercreditor Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement") between Senior Lender and Mezzanine Lender, which governs the relative rights, priorities, and obligations of Senior Lender and Mezzanine Lender with respect to, among other things, the coordination of reserve accounts, the allocation of insurance and condemnation proceeds, and the exercise of remedies upon default.

F. Mezzanine Borrower desires to establish the Reserve Accounts (as defined below) to satisfy its obligations under the Mezzanine Loan Agreement, and the Parties desire to set forth the terms and conditions governing deposits into, disbursements from, investment of, and the general administration of such Reserve Accounts.

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

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Approved Bank" means a bank or trust company organized under the laws of the United States of America or any state thereof, having total assets of not less than Ten Billion and 00/100 Dollars ($10,000,000,000) and a long-term unsecured debt rating of at least "A" (or its equivalent) by Pinnacle Ratings Group or any other nationally recognized statistical rating organization acceptable to Mezzanine Lender. As of the date hereof, the initial Approved Bank is Ironclad National Bank, N.A.

"Business Day" means any day other than (a) a Saturday, (b) a Sunday, or (c) a day on which commercial banks in New York, New York are authorized or required by law, regulation, or executive order to close.

"Cash Management Agreement" means the Cash Management Agreement (Mezzanine) of even date herewith between Mezzanine Borrower and Mezzanine Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Closing" or "Closing Date" means June 15, 2025, the date on which the Mezzanine Loan is initially funded and the transactions contemplated by the Mezzanine Loan Documents are consummated.

"Completion Date" means December 15, 2027, which is the projected date of Substantial Completion of the Improvements on the Property, as such date may be extended in accordance with the terms of the Mezzanine Loan Agreement.

"Construction Budget" means the budget for the construction of the Improvements set forth in the GMP Contract between Mortgage Borrower and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001), as the same may be modified by approved change orders, reflecting a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000).

"Construction Period" means the period commencing on June 15, 2025 and ending on the earlier of (a) the date of Substantial Completion of the Improvements and (b) the Completion Date.

"DACA" means a Deposit Account Control Agreement, substantially in the form of Exhibit C attached hereto, to be entered into among Mezzanine Borrower, Mezzanine Lender, and the Reserve Account Bank, with respect to each of the Reserve Accounts.

"Debt Service" means, for any period, the sum of all scheduled payments of interest on the Mezzanine Loan during such period, calculated at the Mezzanine Interest Rate on the outstanding principal balance of the Mezzanine Loan. For the avoidance of doubt, during the initial term of the Mezzanine Loan, no scheduled amortization of principal is required, and Debt Service shall consist solely of interest payments.

"Disbursement Request" means a written request for disbursement from a Reserve Account, substantially in the form of Exhibit A attached hereto, executed by an authorized representative of Mezzanine Borrower.

"Eligible Investments" means any of the following investments having maturities not exceeding thirty (30) days from the date of acquisition thereof (unless otherwise specified): (a) direct obligations of, or obligations the timely payment of the principal of and interest on which are fully guaranteed by, the United States of America; (b) certificates of deposit or time deposits of an Approved Bank; (c) shares of or interests in money market funds rated at least "AAAm" (or the equivalent rating) by Pinnacle Ratings Group or another nationally recognized statistical rating organization; (d) repurchase agreements with an Approved Bank fully collateralized by obligations described in clause (a); and (e) commercial paper rated at least A-1 by Standard & Pelvoran Financial Services LLC and P-1 by Moody's Investors Service, Inc. (or equivalent ratings by Pinnacle Ratings Group), maturing within thirty (30) days of the date of acquisition.

"Event of Default" means, unless the context otherwise requires, any event described in Section 9.1 hereof.

"Exclusive Control Notice" means a written notice from Mezzanine Lender to the Reserve Account Bank, delivered pursuant to the DACA, directing the Reserve Account Bank to comply solely with instructions from Mezzanine Lender with respect to the applicable Reserve Account without further consent of Mezzanine Borrower.

"Extension Conditions" means the conditions precedent to Mezzanine Borrower's exercise of the extension options set forth in Section 2.6 of the Mezzanine Loan Agreement, including without limitation (a) the absence of any Event of Default, (b) the achievement of specified debt yield and debt service coverage thresholds, (c) the purchase of an interest rate cap agreement (if required), (d) the payment of an extension fee, and (e) any required principal curtailment.

"First TCO Date" means the date on which a first temporary certificate of occupancy (or its equivalent under applicable law) is issued by the New York City Department of Buildings for any portion of the Improvements on the Property. The projected First TCO Date is March 15, 2028.

"Ground Lease" means that certain ground lease dated as of June 1, 2020, entered into by and between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp. (or its designee), as tenant, which ground lease was recorded in the Office of the City Register of the City of New York on June 15, 2020, under City Register File Number 2020000198762 (NYC ACRIS), as the same may be amended, restated, supplemented, or otherwise modified from time to time. The current annual ground rent payable under the Ground Lease is Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000), subject to adjustment based on the Consumer Price Index every five (5) years in accordance with the terms thereof.

"Guaranty Agreement (Mezzanine)" means that certain Guaranty Agreement (Mezzanine) of even date herewith, executed by Metropolitan Transit Development Corp. ("MTDC") for the benefit of Mezzanine Lender, guaranteeing certain obligations of Mezzanine Borrower under the Mezzanine Loan Documents, including obligations relating to reserve account replenishment.

"Improvements" means all buildings, structures, and improvements now or hereafter located on the Property, including the mixed-use commercial tower and all related site improvements, parking structures, utility connections, and infrastructure.

"Initial Maturity Date" means June 15, 2029, the initial maturity date of the Mezzanine Loan as set forth in the Mezzanine Loan Agreement, which is co-terminus with the initial maturity date of the Senior Loan.

"Intercreditor Agreement" has the meaning set forth in Recital E hereof.

"Leasing Threshold" means the achievement and maintenance of eighty-five percent (85%) economic occupancy of the Improvements (measured by net rentable square footage for which tenants are in occupancy and paying rent, inclusive of any tenants in free-rent periods that have commenced occupancy), which is required to be achieved by September 15, 2029 (thirty (30) months following the projected First TCO Date).

"Mezzanine Interest Rate" means eleven and one-half percent (11.50%) per annum, fixed, as set forth in the Mezzanine Loan Agreement.

"Mezzanine Loan" has the meaning set forth in the Preamble hereto.

"Mezzanine Loan Agreement" has the meaning set forth in the Preamble hereto.

"Mezzanine Loan Documents" means, collectively, the Mezzanine Loan Agreement, the Mezzanine Note, the Pledge Agreement, this Agreement, the Cash Management Agreement, the Guaranty Agreement (Mezzanine), the Environmental Indemnity (Mezzanine), and all other documents, instruments, agreements, and certificates now or hereafter evidencing, securing, guaranteeing, or otherwise relating to the Mezzanine Loan, as any of the foregoing may be amended, restated, supplemented, or otherwise modified from time to time.

"Monthly Payment Date" means the first (1st) Business Day of each calendar month during the term of the Mezzanine Loan.

"Mortgage Borrower" has the meaning set forth in Recital A hereof.

"MTDC" means Metropolitan Transit Development Corp., a Delaware corporation, which is the sole member of Mezzanine Borrower and the guarantor under the Guaranty Agreement (Mezzanine).

"Permitted Investments" has the same meaning as Eligible Investments, as applied to the investment of Reserve Account balances in accordance with Article 6 hereof.

"Property" has the meaning set forth in the Preamble hereto.

"Reserve Accounts" means, collectively, (a) the Mezzanine Interest Reserve Account, (b) the Mezzanine Debt Service Reserve Account, (c) the Mezzanine Lease-Up Reserve Account, (d) the Mezzanine Operating Deficit Reserve Account, and (e) the Mezzanine Extension Reserve Account, each as established pursuant to Article 2 hereof, and any replacements or substitutions thereof made in accordance with the terms of this Agreement.

"Reserve Account Bank" means Ironclad National Bank, N.A., having its principal office at 383 Madison Avenue, New York, New York 10179, ABA Routing Number 021-003-178, or such other Approved Bank as Mezzanine Lender may approve in writing from time to time in accordance with Section 11.2(b) hereof.

"Reserve Compliance Certificate" means a certificate substantially in the form of Exhibit B attached hereto, delivered by Mezzanine Borrower to Mezzanine Lender in accordance with Section 5.2 hereof.

"Reserve Default" has the meaning set forth in Section 9.1 hereof.

"Senior Lender" or "Agent" has the meaning set forth in Recital B hereof.

"Senior Loan" has the meaning set forth in Recital B hereof.

"Senior Loan Agreement" has the meaning set forth in Recital B hereof.

"Senior Reserve Agreement" means that certain Reserve Agreement (Senior) of even date herewith between Mortgage Borrower and Senior Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time, governing the establishment and administration of reserve accounts under the Senior Loan.

"Stabilization Date" means the first date on which both of the following conditions have been satisfied: (a) the Leasing Threshold (eighty-five percent (85%) economic occupancy) has been achieved and maintained for two (2) consecutive calendar quarters, and (b) the stabilized net operating income of the Property ("Stabilized NOI") equals or exceeds Fifty-Eight Million Two Hundred Thousand and 00/100 Dollars ($58,200,000) per annum, measured on a trailing twelve-month basis.

"Substantial Completion" has the meaning ascribed to such term in the GMP Contract between Mortgage Borrower and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001).

"Total Project Cost" means Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000), comprising the following sources: (i) the Senior Loan in the amount of $475,000,000; (ii) the Mezzanine Loan in the amount of $200,000,000; (iii) equity contributions by MTDC in the amount of $200,000,000; and (iv) the NYC Transit Infrastructure Grant in the amount of $45,000,000.

"Trigger Event" means the occurrence of any of the following: (a) the combined debt service coverage ratio for the Senior Loan and the Mezzanine Loan (calculated on a trailing twelve-month basis) falls below 1.10x; (b) the combined debt yield for the Senior Loan and the Mezzanine Loan falls below 8.0%; (c) any Event of Default has occurred and is continuing under the Mezzanine Loan Documents; or (d) any "Trigger Event" (however denominated) has occurred and is continuing under the Senior Loan Agreement.

All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement. In the event of any conflict between the definitions set forth herein and the definitions set forth in the Mezzanine Loan Agreement, the definitions set forth herein shall control for purposes of this Agreement.

Section 1.2 — Rules of Construction

The following rules of construction shall apply to this Agreement:

(a) All references herein to "Sections," "Articles," "Exhibits," and "Schedules" shall refer to the corresponding Sections, Articles, Exhibits, and Schedules of this Agreement, unless otherwise specified.

(b) The terms "herein," "hereof," "hereunder," "hereto," and words of similar import refer to this Agreement as a whole and not to any particular Section, Article, Exhibit, or Schedule.

(c) The singular shall include the plural and the plural shall include the singular, and references to any gender shall include all genders.

(d) The word "including" and words of similar import shall mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(e) All headings and captions are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

(f) References to any statute, law, rule, or regulation shall include all amendments thereto and all successor statutes, laws, rules, and regulations, unless the context otherwise requires.

(g) References to any agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise expressly stated.

(h) Whenever any payment or action is required to be made or taken on a day that is not a Business Day, such payment shall be made, or such action shall be taken, on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as applicable.

(i) All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied.

(j) All monetary references herein are to lawful currency of the United States of America.

ARTICLE 2 — ESTABLISHMENT OF RESERVE ACCOUNTS

Section 2.1 — General

(a) Mezzanine Borrower shall establish and maintain the Reserve Accounts at the Reserve Account Bank, each in the name of Mezzanine Borrower, for the benefit of Mezzanine Lender. Each Reserve Account shall be a segregated, interest-bearing deposit account, held separately from all other accounts of Mezzanine Borrower and clearly designated as being subject to the lien and security interest of Mezzanine Lender. The establishment and maintenance of each Reserve Account shall be a condition to the initial funding of the Mezzanine Loan and a continuing obligation of Mezzanine Borrower throughout the term of the Mezzanine Loan.

(b) Mezzanine Lender shall have sole dominion and control over each Reserve Account. Each Reserve Account shall be subject to a Deposit Account Control Agreement in favor of Mezzanine Lender, to be executed by Mezzanine Borrower, Mezzanine Lender, and the Reserve Account Bank at or prior to the Closing Date, in form and substance satisfactory to Mezzanine Lender. The DACA shall provide Mezzanine Lender with "control" (within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York) over each Reserve Account.

(c) All Reserve Accounts and all funds deposited therein, all investment earnings thereon, and all proceeds thereof constitute collateral for the Mezzanine Loan and are subject to the security interest of Mezzanine Lender as more particularly described in Article 7 hereof and as further evidenced by the Pledge Agreement, UCC-1 financing statements, and other applicable filings.

(d) The Reserve Account structure established hereunder is supplemental to, and does not duplicate or replace, the reserve accounts established and maintained under the Senior Reserve Agreement. The reserves maintained hereunder are intended to provide Mezzanine Lender with additional credit support specific to the Mezzanine Loan and to supplement Property-level reserves to the extent not adequately covered by the Senior Reserve Agreement. In the event of any conflict between the disbursement mechanics set forth in this Agreement and the provisions of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control.

Section 2.2 — Mezzanine Interest Reserve Account

(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Interest Reserve Account" (the "Mezzanine Interest Reserve Account").

(b) Purpose. The purpose of the Mezzanine Interest Reserve Account is to fund monthly interest payments on the Mezzanine Loan during the Construction Period and any subsequent period prior to the date on which the Property achieves a minimum combined debt yield (for both the Senior Loan and the Mezzanine Loan) of eight percent (8.0%), calculated on a trailing twelve-month basis based on the net operating income of the Property. The Mezzanine Interest Reserve Account is intended to ensure uninterrupted debt service on the Mezzanine Loan during the period when the Improvements are under construction and the Property is not generating sufficient operating income to service the Mezzanine Loan.

(c) Initial Deposit. On the Closing Date, Mezzanine Borrower shall deposit (or cause to be deposited) into the Mezzanine Interest Reserve Account the sum of Fifty-Seven Million Five Hundred Thousand and 00/100 Dollars ($57,500,000), which amount represents estimated mezzanine interest for approximately thirty (30) months of the Construction Period, calculated as follows: $200,000,000 (outstanding principal balance) multiplied by 11.50% (the Mezzanine Interest Rate) multiplied by 2.5 years, or approximately $57,500,000. The initial deposit shall be funded from Mezzanine Loan proceeds.

(d) Minimum Balance. The balance of the Mezzanine Interest Reserve Account must be sufficient at all times to fund at least six (6) months of projected Mezzanine Loan interest, which, based on the full outstanding principal balance of $200,000,000, equals Eleven Million Five Hundred Thousand and 00/100 Dollars ($11,500,000) (the "Interest Reserve Minimum Balance"). If the balance of the Mezzanine Interest Reserve Account falls below the Interest Reserve Minimum Balance at any time, Mezzanine Borrower shall replenish the account to the Interest Reserve Minimum Balance in accordance with the priority provisions of Section 3.2 hereof.

Section 2.3 — Mezzanine Debt Service Reserve Account

(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Debt Service Reserve Account" (the "Mezzanine Debt Service Reserve Account").

(b) Purpose. The purpose of the Mezzanine Debt Service Reserve Account is to maintain a post-completion liquidity reserve equal to nine (9) months of Debt Service on the Mezzanine Loan, providing Mezzanine Lender with a cushion against potential debt service shortfalls during the lease-up and early stabilization phases of the Project.

(c) Required Balance. The required balance of the Mezzanine Debt Service Reserve Account shall be Seventeen Million Two Hundred Fifty Thousand and 00/100 Dollars ($17,250,000), calculated as $200,000,000 multiplied by 11.50% multiplied by 9/12 (the "Debt Service Reserve Required Balance").

(d) Funding. The Mezzanine Debt Service Reserve Account shall be fully funded to the Debt Service Reserve Required Balance no later than the earlier of (i) the First TCO Date and (ii) March 15, 2028. Funding shall be derived from one or more of the following sources: (A) excess funds remaining in the Mezzanine Interest Reserve Account (in excess of the Interest Reserve Minimum Balance) after the conclusion of the Construction Period; (B) equity contributions by MTDC; or (C) net operating income of the Property, in each case subject to the priority waterfall set forth in the Cash Management Agreement and the requirements of the Intercreditor Agreement.

(e) Replenishment. If at any time the balance of the Mezzanine Debt Service Reserve Account falls below the Debt Service Reserve Required Balance (whether as a result of disbursements made pursuant to Section 4.3, investment losses, or otherwise), Mezzanine Borrower shall replenish the Mezzanine Debt Service Reserve Account to the Debt Service Reserve Required Balance within thirty (30) days of receipt of written notice from Mezzanine Lender specifying the amount of the deficiency.

Section 2.4 — Mezzanine Lease-Up Reserve Account

(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Lease-Up Reserve Account" (the "Mezzanine Lease-Up Reserve Account").

(b) Purpose. The purpose of the Mezzanine Lease-Up Reserve Account is to fund operating shortfalls during the lease-up period between the First TCO Date and the Stabilization Date, to the extent that such shortfalls are not covered by the corresponding lease-up reserve maintained under the Senior Reserve Agreement (the "Senior Lease-Up Reserve"). Such operating shortfalls may include, without limitation, tenant improvement costs, leasing commissions, rent concessions, marketing expenses, and any debt service shortfalls attributable to below-stabilization occupancy levels.

(c) Initial Deposit. On the Closing Date, Mezzanine Borrower shall deposit (or cause to be deposited) into the Mezzanine Lease-Up Reserve Account the sum of Eight Million and 00/100 Dollars ($8,000,000), which amount shall be funded from MTDC equity contributions.

(d) Maximum Balance. The maximum balance of the Mezzanine Lease-Up Reserve Account shall be Fifteen Million and 00/100 Dollars ($15,000,000). Mezzanine Borrower may be required to replenish the Mezzanine Lease-Up Reserve Account up to the maximum balance if the balance thereof is drawn below Four Million and 00/100 Dollars ($4,000,000) (the "Lease-Up Reserve Minimum Threshold"), in accordance with written notice from Mezzanine Lender delivered to Mezzanine Borrower specifying the required replenishment amount and the applicable deadline.

(e) Release. The Mezzanine Lease-Up Reserve Account shall be released in full upon satisfaction of the following conditions: (i) the Leasing Threshold (eighty-five percent (85%) economic occupancy) has been achieved; and (ii) the trailing twelve-month combined debt service coverage ratio for both the Senior Loan and the Mezzanine Loan has been maintained at or above 1.20x for two (2) consecutive calendar quarters, as certified in a Reserve Compliance Certificate delivered to Mezzanine Lender. Upon satisfaction of both conditions, the balance of the Mezzanine Lease-Up Reserve Account shall be released to Mezzanine Borrower in accordance with Section 6.3 hereof.

Section 2.5 — Mezzanine Operating Deficit Reserve Account

(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Operating Deficit Reserve Account" (the "Mezzanine Operating Deficit Reserve Account").

(b) Purpose. The purpose of the Mezzanine Operating Deficit Reserve Account is to cover shortfalls in the payment of (i) Mezzanine Loan Debt Service, (ii) ground rent payable under the Ground Lease (currently Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000) per year, as escalated in accordance with the terms of the Ground Lease), (iii) Property-level operating expenses, and (iv) capital expenditures, in each case to the extent such shortfalls are not funded from the Senior Operating Deficit Reserve or the Senior Cash Management Account established under the Senior Loan Documents.

(c) Initial Deposit. On the Closing Date, Mezzanine Borrower shall deposit (or cause to be deposited) into the Mezzanine Operating Deficit Reserve Account the sum of Five Million and 00/100 Dollars ($5,000,000), which amount shall be funded from MTDC equity contributions.

(d) Ongoing Monthly Deposits. Commencing on the first Monthly Payment Date following the Closing Date, and continuing on each Monthly Payment Date thereafter, to the extent of available excess cash flow after satisfaction of the Senior waterfall and Mezzanine Debt Service (as determined under the Cash Management Agreement), Mezzanine Borrower shall deposit One Hundred Fifty Thousand and 00/100 Dollars ($150,000) per month into the Mezzanine Operating Deficit Reserve Account until the balance thereof reaches Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000). Monthly deposits shall not be required during any month in which the balance of the Mezzanine Operating Deficit Reserve Account equals or exceeds $7,500,000.

(e) Replenishment. If the balance of the Mezzanine Operating Deficit Reserve Account is reduced to zero, Mezzanine Borrower shall replenish the account to Five Million and 00/100 Dollars ($5,000,000) within forty-five (45) days of receipt of written notice from Mezzanine Lender. MTDC's obligation to fund such replenishment is supported by the Guaranty Agreement (Mezzanine).

Section 2.6 — Mezzanine Extension Reserve Account

(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Extension Reserve Account" (the "Mezzanine Extension Reserve Account").

(b) Purpose. The purpose of the Mezzanine Extension Reserve Account is to accumulate funds necessary to satisfy the Extension Conditions for the Mezzanine Loan extension options set forth in Section 2.6 of the Mezzanine Loan Agreement. The Mezzanine Loan provides for two (2) extension options: (i) a first extension from the Initial Maturity Date (June 15, 2029) to June 15, 2030, and (ii) a final extension from June 15, 2030 to June 15, 2031. Each extension option is subject to the satisfaction of the Extension Conditions.

(d) Ongoing Deposits. Commencing on the first Monthly Payment Date following the First TCO Date, and continuing on each Monthly Payment Date thereafter, Mezzanine Borrower shall deposit (or cause to be deposited) Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) per month into the Mezzanine Extension Reserve Account until the balance thereof reaches Three Million and 00/100 Dollars ($3,000,000). Monthly deposits shall not be required during any month in which the balance of the Mezzanine Extension Reserve Account equals or exceeds $3,000,000.

(e) Permitted Uses. Funds in the Mezzanine Extension Reserve Account shall be available solely for application toward: (i) the purchase of any interest rate cap agreement required as an Extension Condition for the applicable extension term; (ii) payment of the extension fee (equal to 0.25% of the then-outstanding principal balance of the Mezzanine Loan); and (iii) any principal curtailment required by the Mezzanine Loan Agreement as a condition to the exercise of an extension option.

(f) Release if Extension Not Exercised. If Mezzanine Borrower elects not to exercise either extension option, the balance of the Mezzanine Extension Reserve Account shall be applied to the Mezzanine Loan (as a principal prepayment, without premium or penalty) or released to Mezzanine Borrower, as applicable under Section 6.3 hereof, at the election of Mezzanine Lender.

ARTICLE 3 — DEPOSITS

Section 3.1 — Initial Deposits

(a) On the Closing Date, Mezzanine Borrower shall make (or cause to be made) the following initial deposits into the Reserve Accounts, in immediately available funds, by wire transfer to the Reserve Account Bank:

(b) All initial deposits shall be made by wire transfer of immediately available United States dollar funds to the Reserve Account Bank on the Closing Date, with confirmation of receipt to be provided by Sentinel Title & Escrow Company (Patricia Eng, Closing Officer), acting as escrow agent for the Closing. No disbursement of Mezzanine Loan proceeds shall be made until Mezzanine Lender (or its designee) has confirmed that all initial deposits have been credited to the appropriate Reserve Accounts.

(c) The parties acknowledge that the initial deposit into the Mezzanine Interest Reserve Account in the amount of $57,500,000 shall be funded from the proceeds of the Mezzanine Loan at Closing and shall be reflected as a use of Mezzanine Loan proceeds on the closing statement. The remaining initial deposits in the aggregate amount of $13,000,000 shall be funded from MTDC equity contributions and shall not constitute proceeds of the Mezzanine Loan.

Section 3.2 — Monthly Deposits

(a) On each Monthly Payment Date during the Construction Period (and, as applicable, thereafter), Mezzanine Borrower shall deposit (or cause to be deposited) into the applicable Reserve Accounts the amounts required by Sections 2.2 through 2.6 hereof, subject to the priority waterfall set forth in the Cash Management Agreement and the requirements of the Intercreditor Agreement.

(b) To the extent that available funds are insufficient on any Monthly Payment Date to satisfy all required Reserve Account deposits in full, such deposits shall be made in the following order of priority (with each category to be funded in full before any allocation to the next succeeding category):

(1) First, replenishment of the Mezzanine Interest Reserve Account (if the balance thereof has fallen below the Interest Reserve Minimum Balance of $11,500,000);

(2) Second, replenishment of the Mezzanine Operating Deficit Reserve Account;

(3) Third, replenishment of the Mezzanine Lease-Up Reserve Account;

(4) Fourth, funding of the Mezzanine Debt Service Reserve Account (to the Debt Service Reserve Required Balance); and

(5) Fifth, funding of the Mezzanine Extension Reserve Account.

(c) Following the conclusion of the Construction Period, monthly deposits from excess cash flow of the Property into the Reserve Accounts shall be subject to coordination with the Senior waterfall under the Intercreditor Agreement. No Mezzanine Reserve Account deposit shall be made to the extent that such deposit would impair the ability of Mortgage Borrower to satisfy its obligations under the Senior Reserve Agreement or the Senior Loan Documents, except as otherwise provided in the Intercreditor Agreement.

Section 3.3 — Supplemental Deposits

(a) In addition to the initial deposits and monthly deposits described in Sections 3.1 and 3.2 hereof, Mezzanine Lender may require Mezzanine Borrower to make supplemental deposits into one or more Reserve Accounts upon the occurrence of any of the following:

(i) the occurrence of a Trigger Event, including without limitation (A) a decline in the combined debt service coverage ratio below 1.10x, (B) a decline in the combined debt yield below 8.0%, or (C) any Event of Default under the Mezzanine Loan Documents;

(ii) an increase in projected construction costs above the Construction Budget (as reflected in a revised cost-to-complete analysis), whether due to change orders, unforeseen site conditions, material cost escalation, or any other cause;

(iii) the receipt of any insurance or condemnation proceeds allocable to the Mezzanine Loan under the provisions of the Intercreditor Agreement, which Mezzanine Lender directs to be deposited into a Reserve Account in lieu of being applied to the outstanding principal of the Mezzanine Loan; or

(iv) a downgrade of MTDC's long-term unsecured credit rating below BBB+ (or its equivalent) by Pinnacle Ratings Group or any other nationally recognized statistical rating organization.

(b) Any supplemental deposit required pursuant to this Section 3.3 shall be in an amount determined by Mezzanine Lender in its reasonable discretion, taking into account the nature and severity of the triggering event and the adequacy of existing Reserve Account balances. Mezzanine Lender shall deliver written notice to Mezzanine Borrower specifying the required supplemental deposit amount, the Reserve Account(s) to which such deposit is to be made, and the deadline for such deposit (which shall be not fewer than ten (10) Business Days from the date of such notice, unless a shorter period is required to prevent imminent harm to Mezzanine Lender's collateral position).

(c) MTDC's obligation to fund supplemental deposits is subject to and supported by the Guaranty Agreement (Mezzanine), and Mezzanine Lender may enforce MTDC's guaranty obligations directly in connection with any failure by Mezzanine Borrower to timely make a required supplemental deposit.

Section 3.4 — Source of Deposits

(a) All deposits into the Reserve Accounts shall be made in immediately available United States dollar funds by wire transfer to the applicable account at the Reserve Account Bank.

(b) No deposit into any Reserve Account may be funded from the proceeds of additional indebtedness (whether secured or unsecured) without the prior written consent of Mezzanine Lender, which consent may be withheld in Mezzanine Lender's sole and absolute discretion.

(c) Mezzanine Borrower may satisfy its deposit obligations hereunder from one or more of the following sources, subject in each case to the applicable limitations set forth herein and in the other Mezzanine Loan Documents:

(i) Mezzanine Loan proceeds (solely with respect to the initial deposit into the Mezzanine Interest Reserve Account, as described in Section 3.1(c) hereof);

(ii) equity contributions from MTDC (or other equity investors approved by Mezzanine Lender);

(iii) net operating income from the Property, subject to the Senior waterfall and the requirements of the Cash Management Agreement and the Intercreditor Agreement; and

(iv) the NYC Transit Infrastructure Grant in the amount of Forty-Five Million and 00/100 Dollars ($45,000,000), to the extent that the use of such grant proceeds for reserve funding purposes is permitted under the applicable grant agreement between MTDC and the City of New York.

(d) Mezzanine Borrower shall provide Mezzanine Lender with evidence of the source of funds for any deposit in excess of Five Hundred Thousand Dollars ($500,000), upon Mezzanine Lender's request.

ARTICLE 4 — DISBURSEMENTS

Section 4.1 — Disbursement Requests Generally

(a) All disbursements from the Reserve Accounts shall require the delivery of a Disbursement Request to Mezzanine Lender, substantially in the form of Exhibit A attached hereto, executed by an authorized representative of Mezzanine Borrower listed on Schedule 2 hereto. Each Disbursement Request shall be delivered to Mezzanine Lender not fewer than five (5) Business Days prior to the requested disbursement date; provided, however, that Disbursement Requests with respect to the Mezzanine Interest Reserve Account shall require not fewer than three (3) Business Days' prior notice, in recognition of the recurring and predictable nature of monthly interest disbursements.

(b) Each Disbursement Request shall contain the following certifications:

(i) the specific Reserve Account from which disbursement is requested;

(ii) the amount of the requested disbursement;

(iii) a detailed description of the purpose of the requested disbursement, with reference to the applicable provision of this Agreement authorizing such disbursement;

(iv) a certification that no Event of Default exists under the Mezzanine Loan Documents as of the date of the Disbursement Request (or, if an Event of Default then exists, a statement describing such Event of Default and identifying the specific provision of this Agreement pursuant to which the disbursement is permitted notwithstanding the existence of such Event of Default); and

(v) a certification that the requested disbursement is for the designated purpose of the applicable Reserve Account and is in compliance with the terms of Article 4 hereof.

(c) Mezzanine Lender shall approve or disapprove each Disbursement Request within three (3) Business Days following receipt thereof. If Mezzanine Lender fails to deliver written notice of disapproval within such three (3) Business Day period, the Disbursement Request shall be deemed approved; provided, however, that during any period in which a Trigger Event exists, affirmative written approval from Mezzanine Lender shall be required for all Disbursement Requests, and the deemed-approval mechanism described in the preceding clause shall not apply. Any disapproval shall be accompanied by a written statement of the reasons therefor.

Section 4.2 — Disbursements from Mezzanine Interest Reserve Account

(a) On each Monthly Payment Date during the Construction Period (and, if applicable, during any subsequent period prior to achievement of the minimum combined debt yield threshold described in Section 2.2(b) hereof), Mezzanine Lender shall disburse (or cause the Reserve Account Bank to disburse) from the Mezzanine Interest Reserve Account an amount equal to all accrued and unpaid interest on the Mezzanine Loan for the preceding calendar month. Interest shall be calculated at the Mezzanine Interest Rate of 11.50% per annum on the outstanding principal balance of the Mezzanine Loan, computed on the basis of a 360-day year and the actual number of days elapsed in the applicable interest period (actual/360).

(b) Based on the fully drawn principal balance of $200,000,000, the estimated monthly interest payment is approximately One Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($1,916,667). The actual amount of each monthly disbursement may vary based on the number of days in the applicable interest period and any changes in the outstanding principal balance of the Mezzanine Loan.

(c) If the balance of the Mezzanine Interest Reserve Account is at any time insufficient to cover a monthly interest payment in full, Mezzanine Borrower shall fund the shortfall from equity contributions or net operating income from the Property within two (2) Business Days following Mezzanine Lender's written notice of such shortfall. Failure to fund such shortfall within the prescribed period shall constitute a Reserve Default under Section 9.1 hereof.

(d) Upon the completion of the Construction Period (as evidenced by a certificate of Substantial Completion from Cobalt Construction Group, Inc. or such other evidence as Mezzanine Lender may reasonably require), any remaining balance in the Mezzanine Interest Reserve Account in excess of the Interest Reserve Minimum Balance shall be transferred to the Mezzanine Debt Service Reserve Account, up to the Debt Service Reserve Required Balance. Any balance remaining after such transfer shall continue to be held in the Mezzanine Interest Reserve Account until released in accordance with Section 6.3 hereof.

Section 4.3 — Disbursements from Mezzanine Debt Service Reserve Account

(a) Disbursements from the Mezzanine Debt Service Reserve Account shall be permitted solely for the payment of scheduled Debt Service on the Mezzanine Loan, and only to the extent that Property cash flow (after satisfaction of the Senior waterfall, Senior Debt Service, and all amounts required to be paid under the Senior Loan Documents) is insufficient to pay the full amount of Mezzanine Debt Service then due and payable.

(b) No disbursement from the Mezzanine Debt Service Reserve Account shall be made during any period in which a Trigger Event exists, unless Mezzanine Lender provides prior written approval of such disbursement. In determining whether to grant such approval, Mezzanine Lender may consider, among other factors, the nature and severity of the Trigger Event, the likelihood of cure, and the adequacy of remaining Reserve Account balances.

(c) The maximum amount of any single disbursement from the Mezzanine Debt Service Reserve Account shall not exceed one (1) month's Debt Service, currently estimated at One Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($1,916,667).

Section 4.4 — Disbursements from Mezzanine Lease-Up Reserve Account

(a) Disbursements from the Mezzanine Lease-Up Reserve Account shall be permitted during the period from the First TCO Date to the Stabilization Date for the following purposes:

(i) tenant improvement and leasing commission costs associated with the lease-up of the Improvements, to the extent not funded by the Senior TI/LC Reserve established under the Senior Reserve Agreement;

(ii) rent concessions or free-rent obligations under tenant leases approved (or deemed approved) by Mezzanine Lender in accordance with the Mezzanine Loan Agreement;

(iii) marketing and leasing expenses approved in the annual operating budget for the Property, as approved by Mezzanine Lender; and

(iv) any shortfall in operating expenses or Mezzanine Debt Service attributable to below-stabilization occupancy levels, to the extent not funded from other Reserve Accounts or from operating income of the Property.

(b) Each Disbursement Request relating to the Mezzanine Lease-Up Reserve Account shall be accompanied by supporting documentation, including, as applicable: (i) invoices from contractors, architects, or other vendors; (ii) tenant lease abstracts (or complete copies of executed leases); (iii) brokerage commission agreements; and (iv) such other documentation as Mezzanine Lender may reasonably require.

(c) No single disbursement from the Mezzanine Lease-Up Reserve Account in excess of Five Hundred Thousand and 00/100 Dollars ($500,000) shall be made without the prior written approval of Mezzanine Lender (acting through an authorized officer or investment committee designee). Disbursements of $500,000 or less may be approved by the servicer or other designee of Mezzanine Lender in accordance with Mezzanine Lender's internal servicing procedures.

Section 4.5 — Disbursements from Mezzanine Operating Deficit Reserve Account

(a) Disbursements from the Mezzanine Operating Deficit Reserve Account shall be permitted for the following purposes:

(i) operating expense shortfalls not covered by the Senior Operating Deficit Reserve established under the Senior Reserve Agreement;

(ii) ground rent payments under the Ground Lease to the extent not paid from operating income of the Property or from other available sources;

(iii) emergency capital expenditures approved by Mezzanine Lender, including, without limitation, repairs necessitated by casualty, condemnation, or code violation; and

(iv) any amounts payable to Evergreen Property Management LLC under the Property Management Agreement between Mortgage Borrower and Evergreen Property Management LLC that are not otherwise funded from operating income or from reserves maintained under the Senior Reserve Agreement.

(b) For non-emergency disbursements, Mezzanine Borrower shall deliver a Disbursement Request to Mezzanine Lender not fewer than ten (10) Business Days prior to the requested disbursement date, accompanied by appropriate supporting documentation. For emergency disbursements (defined as disbursements necessary to prevent imminent damage to the Property, injury to persons, or violation of applicable law), Mezzanine Borrower may deliver a Disbursement Request on two (2) Business Days' notice, with full supporting documentation to follow within five (5) Business Days of the emergency disbursement.

(c) The annual cap on non-emergency disbursements from the Mezzanine Operating Deficit Reserve Account shall be Three Million and 00/100 Dollars ($3,000,000), measured on a calendar-year basis, absent the prior written consent of Mezzanine Lender to disbursements in excess of such cap. Emergency disbursements shall not be counted toward the annual cap.

Section 4.6 — Disbursements from Mezzanine Extension Reserve Account

(a) Disbursements from the Mezzanine Extension Reserve Account shall be permitted solely for the purpose of satisfying the Extension Conditions set forth in Section 2.6 of the Mezzanine Loan Agreement in connection with Mezzanine Borrower's exercise of one or both of the extension options under the Mezzanine Loan Agreement.

(b) As a condition to any disbursement from the Mezzanine Extension Reserve Account, Mezzanine Borrower shall deliver to Mezzanine Lender an Extension Election Notice not fewer than sixty (60) days prior to the applicable maturity date (or extended maturity date, as the case may be), together with a Disbursement Request specifying the amount and purpose of the requested release of funds.

(i) the purchase of an interest rate cap agreement for the applicable extension term, if such purchase is required as an Extension Condition under the Mezzanine Loan Agreement;

(ii) payment of the extension fee, equal to twenty-five one-hundredths of one percent (0.25%) of the then-outstanding principal balance of the Mezzanine Loan; and

(iii) any required principal curtailment or paydown specified in the Mezzanine Loan Agreement as a condition to the exercise of the applicable extension option.

Section 4.7 — Conditions to All Disbursements

(a) Notwithstanding anything to the contrary contained in this Article 4, no disbursement from any Reserve Account shall be made if any of the following conditions exist:

(i) an Event of Default has occurred and is continuing under the Mezzanine Loan Documents, unless Mezzanine Lender elects, in its sole and absolute discretion, to permit such disbursement notwithstanding such Event of Default;

(ii) the requested disbursement would cause the applicable Reserve Account to fall below its minimum required balance (as specified in the applicable provision of Article 2 hereof); provided, however, that the Mezzanine Interest Reserve Account may be drawn below the Interest Reserve Minimum Balance (and, indeed, to zero) for the designated purpose of funding monthly interest payments on the Mezzanine Loan;

(iii) Mezzanine Borrower has failed to deliver any report, certificate, or other document required under Article 5 hereof and such failure has not been cured within the applicable notice and cure period; or

(iv) the Intercreditor Agreement prohibits or restricts such disbursement.

(b) Mezzanine Lender may condition any disbursement from any Reserve Account on receipt of one or more of the following: (i) an officer's certificate of Mezzanine Borrower (or MTDC, as sole member) confirming compliance with the applicable provisions of this Agreement and the Mezzanine Loan Documents; (ii) a current inspection report from Mezzanine Lender's designated engineer or construction consultant; (iii) evidence that Senior Lender has approved any corresponding disbursement from a Senior Reserve Account; and (iv) such other documents, certifications, or information as Mezzanine Lender may reasonably request.

ARTICLE 5 — REPORTING AND MONITORING

**RESERVE AGREEMENT (MEZZANINE)**
Dated as of June 15, 2025
by and between
HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company, as Mezzanine Borrower
and
GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership, as Mezzanine Lender
Relating to: Mezzanine Loan in the original principal amount of $200,000,000
Project: 450 West 34th Street, New York, New York 10001
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RESERVE AGREEMENT (MEZZANINE)
THIS RESERVE AGREEMENT (MEZZANINE) (this "Agreement") is made and entered into as of June 15, 2025 (the "Effective Date"), by and between:
HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company having its principal office c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 (together with its successors and permitted assigns, "Mezzanine Borrower");
and
GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership having its principal office at 9 West 57th Street, Suite 4200, New York, New York 10019 (together with its successors and permitted assigns, "Mezzanine Lender").
Mezzanine Borrower and Mezzanine Lender are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is entered into with reference to the following facts and circumstances:
Mezzanine Lender has agreed to make a mezzanine loan to Mezzanine Borrower in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000) (the "Mezzanine Loan"), pursuant to that certain Mezzanine Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement") between Mezzanine Borrower and Mezzanine Lender. The Mezzanine Loan is secured by, among other things, a first-priority pledge of one hundred percent (100%) of the membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), which holds fee simple title (subject to the Ground Lease, as defined below) to that certain real property located at 450 West 34th Street, New York, New York 10001, designated on the Tax Map of the City of New York, Borough of Manhattan, as Block 729, Lots 1, 5, 12, and 15 (the "Property"). This Agreement sets forth the terms and conditions under which certain reserve accounts shall be established, funded, and administered in connection with the Mezzanine Loan.
RECITALS
A. Mezzanine Lender has made the Mezzanine Loan to Mezzanine Borrower in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000), which loan is evidenced by the Mezzanine Note and secured by a first-priority pledge of one hundred percent (100%) of the membership interests in Mortgage Borrower, pursuant to the Mezzanine Loan Agreement and the other Mezzanine Loan Documents (as defined herein). The proceeds of the Mezzanine Loan, together with other sources of capital, are being used to finance the development, construction, and lease-up of a mixed-use commercial tower and related improvements on the Property.
B. Mortgage Borrower has simultaneously obtained a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) (the "Senior Loan") from Ironclad National Bank, N.A., a national banking association ("Senior Lender" or "Agent"), acting as administrative agent for itself and the other senior lenders party to the Senior Loan Agreement, pursuant to that certain Senior Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), between Mortgage Borrower and Senior Lender.
C. The Senior Loan is secured by, among other things, (i) a first-priority mortgage, deed of trust, and security agreement encumbering the Property, (ii) an assignment of leases and rents with respect to the Property, and (iii) the other Senior Loan Documents (as defined in the Senior Loan Agreement). The Mezzanine Loan and the Senior Loan collectively represent Six Hundred Seventy-Five Million and 00/100 Dollars ($675,000,000) in combined indebtedness against an as-stabilized appraised value of One Billion Twenty-Five Million and 00/100 Dollars ($1,025,000,000), as determined by Argyle Appraisal Associates, Inc. in its appraisal report dated May 1, 2025, resulting in a combined loan-to-value ratio of approximately 65.85%.
D. The Mezzanine Loan Agreement requires the establishment of certain reserve accounts to be held by or for the benefit of Mezzanine Lender, separate from and supplemental to the reserve accounts established under the Senior Reserve Agreement (as defined herein). The purpose of such reserve accounts is to provide additional security for the Mezzanine Loan by ensuring that adequate funds are available to satisfy Mezzanine Borrower's obligations with respect to debt service, operating expenses, lease-up costs, and other requirements during the construction, lease-up, and stabilization phases of the Project.
E. Reference is hereby made to the Intercreditor Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement") between Senior Lender and Mezzanine Lender, which governs the relative rights, priorities, and obligations of Senior Lender and Mezzanine Lender with respect to, among other things, the coordination of reserve accounts, the allocation of insurance and condemnation proceeds, and the exercise of remedies upon default.
F. Mezzanine Borrower desires to establish the Reserve Accounts (as defined below) to satisfy its obligations under the Mezzanine Loan Agreement, and the Parties desire to set forth the terms and conditions governing deposits into, disbursements from, investment of, and the general administration of such Reserve Accounts.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Approved Bank" means a bank or trust company organized under the laws of the United States of America or any state thereof, having total assets of not less than Ten Billion and 00/100 Dollars ($10,000,000,000) and a long-term unsecured debt rating of at least "A" (or its equivalent) by Pinnacle Ratings Group or any other nationally recognized statistical rating organization acceptable to Mezzanine Lender. As of the date hereof, the initial Approved Bank is Ironclad National Bank, N.A.
"Business Day" means any day other than (a) a Saturday, (b) a Sunday, or (c) a day on which commercial banks in New York, New York are authorized or required by law, regulation, or executive order to close.
"Cash Management Agreement" means the Cash Management Agreement (Mezzanine) of even date herewith between Mezzanine Borrower and Mezzanine Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Closing" or "Closing Date" means June 15, 2025, the date on which the Mezzanine Loan is initially funded and the transactions contemplated by the Mezzanine Loan Documents are consummated.
"Completion Date" means December 15, 2027, which is the projected date of Substantial Completion of the Improvements on the Property, as such date may be extended in accordance with the terms of the Mezzanine Loan Agreement.
"Construction Budget" means the budget for the construction of the Improvements set forth in the GMP Contract between Mortgage Borrower and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001), as the same may be modified by approved change orders, reflecting a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000).
"Construction Period" means the period commencing on June 15, 2025 and ending on the earlier of (a) the date of Substantial Completion of the Improvements and (b) the Completion Date.
"DACA" means a Deposit Account Control Agreement, substantially in the form of Exhibit C attached hereto, to be entered into among Mezzanine Borrower, Mezzanine Lender, and the Reserve Account Bank, with respect to each of the Reserve Accounts.
"Debt Service" means, for any period, the sum of all scheduled payments of interest on the Mezzanine Loan during such period, calculated at the Mezzanine Interest Rate on the outstanding principal balance of the Mezzanine Loan. For the avoidance of doubt, during the initial term of the Mezzanine Loan, no scheduled amortization of principal is required, and Debt Service shall consist solely of interest payments.
"Disbursement Request" means a written request for disbursement from a Reserve Account, substantially in the form of Exhibit A attached hereto, executed by an authorized representative of Mezzanine Borrower.
"Eligible Investments" means any of the following investments having maturities not exceeding thirty (30) days from the date of acquisition thereof (unless otherwise specified): (a) direct obligations of, or obligations the timely payment of the principal of and interest on which are fully guaranteed by, the United States of America; (b) certificates of deposit or time deposits of an Approved Bank; (c) shares of or interests in money market funds rated at least "AAAm" (or the equivalent rating) by Pinnacle Ratings Group or another nationally recognized statistical rating organization; (d) repurchase agreements with an Approved Bank fully collateralized by obligations described in clause (a); and (e) commercial paper rated at least A-1 by Standard & Pelvoran Financial Services LLC and P-1 by Moody's Investors Service, Inc. (or equivalent ratings by Pinnacle Ratings Group), maturing within thirty (30) days of the date of acquisition.
"Event of Default" means, unless the context otherwise requires, any event described in Section 9.1 hereof.
"Exclusive Control Notice" means a written notice from Mezzanine Lender to the Reserve Account Bank, delivered pursuant to the DACA, directing the Reserve Account Bank to comply solely with instructions from Mezzanine Lender with respect to the applicable Reserve Account without further consent of Mezzanine Borrower.
"Extension Conditions" means the conditions precedent to Mezzanine Borrower's exercise of the extension options set forth in Section 2.6 of the Mezzanine Loan Agreement, including without limitation (a) the absence of any Event of Default, (b) the achievement of specified debt yield and debt service coverage thresholds, (c) the purchase of an interest rate cap agreement (if required), (d) the payment of an extension fee, and (e) any required principal curtailment.
"First TCO Date" means the date on which a first temporary certificate of occupancy (or its equivalent under applicable law) is issued by the New York City Department of Buildings for any portion of the Improvements on the Property. The projected First TCO Date is March 15, 2028.
"Ground Lease" means that certain ground lease dated as of June 1, 2020, entered into by and between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp. (or its designee), as tenant, which ground lease was recorded in the Office of the City Register of the City of New York on June 15, 2020, under City Register File Number 2020000198762 (NYC ACRIS), as the same may be amended, restated, supplemented, or otherwise modified from time to time. The current annual ground rent payable under the Ground Lease is Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000), subject to adjustment based on the Consumer Price Index every five (5) years in accordance with the terms thereof.
"Guaranty Agreement (Mezzanine)" means that certain Guaranty Agreement (Mezzanine) of even date herewith, executed by Metropolitan Transit Development Corp. ("MTDC") for the benefit of Mezzanine Lender, guaranteeing certain obligations of Mezzanine Borrower under the Mezzanine Loan Documents, including obligations relating to reserve account replenishment.
"Improvements" means all buildings, structures, and improvements now or hereafter located on the Property, including the mixed-use commercial tower and all related site improvements, parking structures, utility connections, and infrastructure.
"Initial Maturity Date" means June 15, 2029, the initial maturity date of the Mezzanine Loan as set forth in the Mezzanine Loan Agreement, which is co-terminus with the initial maturity date of the Senior Loan.
"Intercreditor Agreement" has the meaning set forth in Recital E hereof.
"Leasing Threshold" means the achievement and maintenance of eighty-five percent (85%) economic occupancy of the Improvements (measured by net rentable square footage for which tenants are in occupancy and paying rent, inclusive of any tenants in free-rent periods that have commenced occupancy), which is required to be achieved by September 15, 2029 (thirty (30) months following the projected First TCO Date).
"Mezzanine Interest Rate" means eleven and one-half percent (11.50%) per annum, fixed, as set forth in the Mezzanine Loan Agreement.
"Mezzanine Loan" has the meaning set forth in the Preamble hereto.
"Mezzanine Loan Agreement" has the meaning set forth in the Preamble hereto.
"Mezzanine Loan Documents" means, collectively, the Mezzanine Loan Agreement, the Mezzanine Note, the Pledge Agreement, this Agreement, the Cash Management Agreement, the Guaranty Agreement (Mezzanine), the Environmental Indemnity (Mezzanine), and all other documents, instruments, agreements, and certificates now or hereafter evidencing, securing, guaranteeing, or otherwise relating to the Mezzanine Loan, as any of the foregoing may be amended, restated, supplemented, or otherwise modified from time to time.
"Monthly Payment Date" means the first (1st) Business Day of each calendar month during the term of the Mezzanine Loan.
"Mortgage Borrower" has the meaning set forth in Recital A hereof.
"MTDC" means Metropolitan Transit Development Corp., a Delaware corporation, which is the sole member of Mezzanine Borrower and the guarantor under the Guaranty Agreement (Mezzanine).
"Permitted Investments" has the same meaning as Eligible Investments, as applied to the investment of Reserve Account balances in accordance with Article 6 hereof.
"Property" has the meaning set forth in the Preamble hereto.
"Reserve Accounts" means, collectively, (a) the Mezzanine Interest Reserve Account, (b) the Mezzanine Debt Service Reserve Account, (c) the Mezzanine Lease-Up Reserve Account, (d) the Mezzanine Operating Deficit Reserve Account, and (e) the Mezzanine Extension Reserve Account, each as established pursuant to Article 2 hereof, and any replacements or substitutions thereof made in accordance with the terms of this Agreement.
"Reserve Account Bank" means Ironclad National Bank, N.A., having its principal office at 383 Madison Avenue, New York, New York 10179, ABA Routing Number 021-003-178, or such other Approved Bank as Mezzanine Lender may approve in writing from time to time in accordance with Section 11.2(b) hereof.
"Reserve Compliance Certificate" means a certificate substantially in the form of Exhibit B attached hereto, delivered by Mezzanine Borrower to Mezzanine Lender in accordance with Section 5.2 hereof.
"Reserve Default" has the meaning set forth in Section 9.1 hereof.
"Senior Lender" or "Agent" has the meaning set forth in Recital B hereof.
"Senior Loan" has the meaning set forth in Recital B hereof.
"Senior Loan Agreement" has the meaning set forth in Recital B hereof.
"Senior Reserve Agreement" means that certain Reserve Agreement (Senior) of even date herewith between Mortgage Borrower and Senior Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time, governing the establishment and administration of reserve accounts under the Senior Loan.
"Stabilization Date" means the first date on which both of the following conditions have been satisfied: (a) the Leasing Threshold (eighty-five percent (85%) economic occupancy) has been achieved and maintained for two (2) consecutive calendar quarters, and (b) the stabilized net operating income of the Property ("Stabilized NOI") equals or exceeds Fifty-Eight Million Two Hundred Thousand and 00/100 Dollars ($58,200,000) per annum, measured on a trailing twelve-month basis.
"Substantial Completion" has the meaning ascribed to such term in the GMP Contract between Mortgage Borrower and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001).
"Total Project Cost" means Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000), comprising the following sources: (i) the Senior Loan in the amount of $475,000,000; (ii) the Mezzanine Loan in the amount of $200,000,000; (iii) equity contributions by MTDC in the amount of $200,000,000; and (iv) the NYC Transit Infrastructure Grant in the amount of $45,000,000.
"Trigger Event" means the occurrence of any of the following: (a) the combined debt service coverage ratio for the Senior Loan and the Mezzanine Loan (calculated on a trailing twelve-month basis) falls below 1.10x; (b) the combined debt yield for the Senior Loan and the Mezzanine Loan falls below 8.0%; (c) any Event of Default has occurred and is continuing under the Mezzanine Loan Documents; or (d) any "Trigger Event" (however denominated) has occurred and is continuing under the Senior Loan Agreement.
All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement. In the event of any conflict between the definitions set forth herein and the definitions set forth in the Mezzanine Loan Agreement, the definitions set forth herein shall control for purposes of this Agreement.
Section 1.2 — Rules of Construction
The following rules of construction shall apply to this Agreement:
(a) All references herein to "Sections," "Articles," "Exhibits," and "Schedules" shall refer to the corresponding Sections, Articles, Exhibits, and Schedules of this Agreement, unless otherwise specified.
(b) The terms "herein," "hereof," "hereunder," "hereto," and words of similar import refer to this Agreement as a whole and not to any particular Section, Article, Exhibit, or Schedule.
(c) The singular shall include the plural and the plural shall include the singular, and references to any gender shall include all genders.
(d) The word "including" and words of similar import shall mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(e) All headings and captions are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(f) References to any statute, law, rule, or regulation shall include all amendments thereto and all successor statutes, laws, rules, and regulations, unless the context otherwise requires.
(g) References to any agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise expressly stated.
(h) Whenever any payment or action is required to be made or taken on a day that is not a Business Day, such payment shall be made, or such action shall be taken, on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as applicable.
(i) All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied.
(j) All monetary references herein are to lawful currency of the United States of America.
ARTICLE 2 — ESTABLISHMENT OF RESERVE ACCOUNTS
Section 2.1 — General
(a) Mezzanine Borrower shall establish and maintain the Reserve Accounts at the Reserve Account Bank, each in the name of Mezzanine Borrower, for the benefit of Mezzanine Lender. Each Reserve Account shall be a segregated, interest-bearing deposit account, held separately from all other accounts of Mezzanine Borrower and clearly designated as being subject to the lien and security interest of Mezzanine Lender. The establishment and maintenance of each Reserve Account shall be a condition to the initial funding of the Mezzanine Loan and a continuing obligation of Mezzanine Borrower throughout the term of the Mezzanine Loan.
(b) Mezzanine Lender shall have sole dominion and control over each Reserve Account. Each Reserve Account shall be subject to a Deposit Account Control Agreement in favor of Mezzanine Lender, to be executed by Mezzanine Borrower, Mezzanine Lender, and the Reserve Account Bank at or prior to the Closing Date, in form and substance satisfactory to Mezzanine Lender. The DACA shall provide Mezzanine Lender with "control" (within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York) over each Reserve Account.
(c) All Reserve Accounts and all funds deposited therein, all investment earnings thereon, and all proceeds thereof constitute collateral for the Mezzanine Loan and are subject to the security interest of Mezzanine Lender as more particularly described in Article 7 hereof and as further evidenced by the Pledge Agreement, UCC-1 financing statements, and other applicable filings.
(d) The Reserve Account structure established hereunder is supplemental to, and does not duplicate or replace, the reserve accounts established and maintained under the Senior Reserve Agreement. The reserves maintained hereunder are intended to provide Mezzanine Lender with additional credit support specific to the Mezzanine Loan and to supplement Property-level reserves to the extent not adequately covered by the Senior Reserve Agreement. In the event of any conflict between the disbursement mechanics set forth in this Agreement and the provisions of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control.
Section 2.2 — Mezzanine Interest Reserve Account
(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Interest Reserve Account" (the "Mezzanine Interest Reserve Account").
(b) Purpose. The purpose of the Mezzanine Interest Reserve Account is to fund monthly interest payments on the Mezzanine Loan during the Construction Period and any subsequent period prior to the date on which the Property achieves a minimum combined debt yield (for both the Senior Loan and the Mezzanine Loan) of eight percent (8.0%), calculated on a trailing twelve-month basis based on the net operating income of the Property. The Mezzanine Interest Reserve Account is intended to ensure uninterrupted debt service on the Mezzanine Loan during the period when the Improvements are under construction and the Property is not generating sufficient operating income to service the Mezzanine Loan.
(c) Initial Deposit. On the Closing Date, Mezzanine Borrower shall deposit (or cause to be deposited) into the Mezzanine Interest Reserve Account the sum of Fifty-Seven Million Five Hundred Thousand and 00/100 Dollars ($57,500,000), which amount represents estimated mezzanine interest for approximately thirty (30) months of the Construction Period, calculated as follows: $200,000,000 (outstanding principal balance) multiplied by 11.50% (the Mezzanine Interest Rate) multiplied by 2.5 years, or approximately $57,500,000. The initial deposit shall be funded from Mezzanine Loan proceeds.
(d) Minimum Balance. The balance of the Mezzanine Interest Reserve Account must be sufficient at all times to fund at least six (6) months of projected Mezzanine Loan interest, which, based on the full outstanding principal balance of $200,000,000, equals Eleven Million Five Hundred Thousand and 00/100 Dollars ($11,500,000) (the "Interest Reserve Minimum Balance"). If the balance of the Mezzanine Interest Reserve Account falls below the Interest Reserve Minimum Balance at any time, Mezzanine Borrower shall replenish the account to the Interest Reserve Minimum Balance in accordance with the priority provisions of Section 3.2 hereof.
Section 2.3 — Mezzanine Debt Service Reserve Account
(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Debt Service Reserve Account" (the "Mezzanine Debt Service Reserve Account").
(b) Purpose. The purpose of the Mezzanine Debt Service Reserve Account is to maintain a post-completion liquidity reserve equal to nine (9) months of Debt Service on the Mezzanine Loan, providing Mezzanine Lender with a cushion against potential debt service shortfalls during the lease-up and early stabilization phases of the Project.
(c) Required Balance. The required balance of the Mezzanine Debt Service Reserve Account shall be Seventeen Million Two Hundred Fifty Thousand and 00/100 Dollars ($17,250,000), calculated as $200,000,000 multiplied by 11.50% multiplied by 9/12 (the "Debt Service Reserve Required Balance").
(d) Funding. The Mezzanine Debt Service Reserve Account shall be fully funded to the Debt Service Reserve Required Balance no later than the earlier of (i) the First TCO Date and (ii) March 15, 2028. Funding shall be derived from one or more of the following sources: (A) excess funds remaining in the Mezzanine Interest Reserve Account (in excess of the Interest Reserve Minimum Balance) after the conclusion of the Construction Period; (B) equity contributions by MTDC; or (C) net operating income of the Property, in each case subject to the priority waterfall set forth in the Cash Management Agreement and the requirements of the Intercreditor Agreement.
(e) Replenishment. If at any time the balance of the Mezzanine Debt Service Reserve Account falls below the Debt Service Reserve Required Balance (whether as a result of disbursements made pursuant to Section 4.3, investment losses, or otherwise), Mezzanine Borrower shall replenish the Mezzanine Debt Service Reserve Account to the Debt Service Reserve Required Balance within thirty (30) days of receipt of written notice from Mezzanine Lender specifying the amount of the deficiency.
Section 2.4 — Mezzanine Lease-Up Reserve Account
(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Lease-Up Reserve Account" (the "Mezzanine Lease-Up Reserve Account").
(b) Purpose. The purpose of the Mezzanine Lease-Up Reserve Account is to fund operating shortfalls during the lease-up period between the First TCO Date and the Stabilization Date, to the extent that such shortfalls are not covered by the corresponding lease-up reserve maintained under the Senior Reserve Agreement (the "Senior Lease-Up Reserve"). Such operating shortfalls may include, without limitation, tenant improvement costs, leasing commissions, rent concessions, marketing expenses, and any debt service shortfalls attributable to below-stabilization occupancy levels.
(c) Initial Deposit. On the Closing Date, Mezzanine Borrower shall deposit (or cause to be deposited) into the Mezzanine Lease-Up Reserve Account the sum of Eight Million and 00/100 Dollars ($8,000,000), which amount shall be funded from MTDC equity contributions.
(d) Maximum Balance. The maximum balance of the Mezzanine Lease-Up Reserve Account shall be Fifteen Million and 00/100 Dollars ($15,000,000). Mezzanine Borrower may be required to replenish the Mezzanine Lease-Up Reserve Account up to the maximum balance if the balance thereof is drawn below Four Million and 00/100 Dollars ($4,000,000) (the "Lease-Up Reserve Minimum Threshold"), in accordance with written notice from Mezzanine Lender delivered to Mezzanine Borrower specifying the required replenishment amount and the applicable deadline.
(e) Release. The Mezzanine Lease-Up Reserve Account shall be released in full upon satisfaction of the following conditions: (i) the Leasing Threshold (eighty-five percent (85%) economic occupancy) has been achieved; and (ii) the trailing twelve-month combined debt service coverage ratio for both the Senior Loan and the Mezzanine Loan has been maintained at or above 1.20x for two (2) consecutive calendar quarters, as certified in a Reserve Compliance Certificate delivered to Mezzanine Lender. Upon satisfaction of both conditions, the balance of the Mezzanine Lease-Up Reserve Account shall be released to Mezzanine Borrower in accordance with Section 6.3 hereof.
Section 2.5 — Mezzanine Operating Deficit Reserve Account
(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Operating Deficit Reserve Account" (the "Mezzanine Operating Deficit Reserve Account").
(b) Purpose. The purpose of the Mezzanine Operating Deficit Reserve Account is to cover shortfalls in the payment of (i) Mezzanine Loan Debt Service, (ii) ground rent payable under the Ground Lease (currently Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000) per year, as escalated in accordance with the terms of the Ground Lease), (iii) Property-level operating expenses, and (iv) capital expenditures, in each case to the extent such shortfalls are not funded from the Senior Operating Deficit Reserve or the Senior Cash Management Account established under the Senior Loan Documents.
(c) Initial Deposit. On the Closing Date, Mezzanine Borrower shall deposit (or cause to be deposited) into the Mezzanine Operating Deficit Reserve Account the sum of Five Million and 00/100 Dollars ($5,000,000), which amount shall be funded from MTDC equity contributions.
(d) Ongoing Monthly Deposits. Commencing on the first Monthly Payment Date following the Closing Date, and continuing on each Monthly Payment Date thereafter, to the extent of available excess cash flow after satisfaction of the Senior waterfall and Mezzanine Debt Service (as determined under the Cash Management Agreement), Mezzanine Borrower shall deposit One Hundred Fifty Thousand and 00/100 Dollars ($150,000) per month into the Mezzanine Operating Deficit Reserve Account until the balance thereof reaches Seven Million Five Hundred Thousand and 00/100 Dollars ($7,500,000). Monthly deposits shall not be required during any month in which the balance of the Mezzanine Operating Deficit Reserve Account equals or exceeds $7,500,000.
(e) Replenishment. If the balance of the Mezzanine Operating Deficit Reserve Account is reduced to zero, Mezzanine Borrower shall replenish the account to Five Million and 00/100 Dollars ($5,000,000) within forty-five (45) days of receipt of written notice from Mezzanine Lender. MTDC's obligation to fund such replenishment is supported by the Guaranty Agreement (Mezzanine).
Section 2.6 — Mezzanine Extension Reserve Account
(a) Account Designation. Mezzanine Borrower shall establish and maintain a reserve account at the Reserve Account Bank designated as "HYW Mezzanine LLC — Mezzanine Extension Reserve Account" (the "Mezzanine Extension Reserve Account").
(b) Purpose. The purpose of the Mezzanine Extension Reserve Account is to accumulate funds necessary to satisfy the Extension Conditions for the Mezzanine Loan extension options set forth in Section 2.6 of the Mezzanine Loan Agreement. The Mezzanine Loan provides for two (2) extension options: (i) a first extension from the Initial Maturity Date (June 15, 2029) to June 15, 2030, and (ii) a final extension from June 15, 2030 to June 15, 2031. Each extension option is subject to the satisfaction of the Extension Conditions.
(c) Initial Deposit. No initial deposit shall be required at Closing.
(d) Ongoing Deposits. Commencing on the first Monthly Payment Date following the First TCO Date, and continuing on each Monthly Payment Date thereafter, Mezzanine Borrower shall deposit (or cause to be deposited) Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) per month into the Mezzanine Extension Reserve Account until the balance thereof reaches Three Million and 00/100 Dollars ($3,000,000). Monthly deposits shall not be required during any month in which the balance of the Mezzanine Extension Reserve Account equals or exceeds $3,000,000.
(e) Permitted Uses. Funds in the Mezzanine Extension Reserve Account shall be available solely for application toward: (i) the purchase of any interest rate cap agreement required as an Extension Condition for the applicable extension term; (ii) payment of the extension fee (equal to 0.25% of the then-outstanding principal balance of the Mezzanine Loan); and (iii) any principal curtailment required by the Mezzanine Loan Agreement as a condition to the exercise of an extension option.
(f) Release if Extension Not Exercised. If Mezzanine Borrower elects not to exercise either extension option, the balance of the Mezzanine Extension Reserve Account shall be applied to the Mezzanine Loan (as a principal prepayment, without premium or penalty) or released to Mezzanine Borrower, as applicable under Section 6.3 hereof, at the election of Mezzanine Lender.
ARTICLE 3 — DEPOSITS
Section 3.1 — Initial Deposits
(a) On the Closing Date, Mezzanine Borrower shall make (or cause to be made) the following initial deposits into the Reserve Accounts, in immediately available funds, by wire transfer to the Reserve Account Bank:
(b) All initial deposits shall be made by wire transfer of immediately available United States dollar funds to the Reserve Account Bank on the Closing Date, with confirmation of receipt to be provided by Sentinel Title & Escrow Company (Patricia Eng, Closing Officer), acting as escrow agent for the Closing. No disbursement of Mezzanine Loan proceeds shall be made until Mezzanine Lender (or its designee) has confirmed that all initial deposits have been credited to the appropriate Reserve Accounts.
(c) The parties acknowledge that the initial deposit into the Mezzanine Interest Reserve Account in the amount of $57,500,000 shall be funded from the proceeds of the Mezzanine Loan at Closing and shall be reflected as a use of Mezzanine Loan proceeds on the closing statement. The remaining initial deposits in the aggregate amount of $13,000,000 shall be funded from MTDC equity contributions and shall not constitute proceeds of the Mezzanine Loan.
Section 3.2 — Monthly Deposits
(a) On each Monthly Payment Date during the Construction Period (and, as applicable, thereafter), Mezzanine Borrower shall deposit (or cause to be deposited) into the applicable Reserve Accounts the amounts required by Sections 2.2 through 2.6 hereof, subject to the priority waterfall set forth in the Cash Management Agreement and the requirements of the Intercreditor Agreement.
(b) To the extent that available funds are insufficient on any Monthly Payment Date to satisfy all required Reserve Account deposits in full, such deposits shall be made in the following order of priority (with each category to be funded in full before any allocation to the next succeeding category):
(1) First, replenishment of the Mezzanine Interest Reserve Account (if the balance thereof has fallen below the Interest Reserve Minimum Balance of $11,500,000);
(2) Second, replenishment of the Mezzanine Operating Deficit Reserve Account;
(3) Third, replenishment of the Mezzanine Lease-Up Reserve Account;
(4) Fourth, funding of the Mezzanine Debt Service Reserve Account (to the Debt Service Reserve Required Balance); and
(5) Fifth, funding of the Mezzanine Extension Reserve Account.
(c) Following the conclusion of the Construction Period, monthly deposits from excess cash flow of the Property into the Reserve Accounts shall be subject to coordination with the Senior waterfall under the Intercreditor Agreement. No Mezzanine Reserve Account deposit shall be made to the extent that such deposit would impair the ability of Mortgage Borrower to satisfy its obligations under the Senior Reserve Agreement or the Senior Loan Documents, except as otherwise provided in the Intercreditor Agreement.
Section 3.3 — Supplemental Deposits
(a) In addition to the initial deposits and monthly deposits described in Sections 3.1 and 3.2 hereof, Mezzanine Lender may require Mezzanine Borrower to make supplemental deposits into one or more Reserve Accounts upon the occurrence of any of the following:
(i) the occurrence of a Trigger Event, including without limitation (A) a decline in the combined debt service coverage ratio below 1.10x, (B) a decline in the combined debt yield below 8.0%, or (C) any Event of Default under the Mezzanine Loan Documents;
(ii) an increase in projected construction costs above the Construction Budget (as reflected in a revised cost-to-complete analysis), whether due to change orders, unforeseen site conditions, material cost escalation, or any other cause;
(iii) the receipt of any insurance or condemnation proceeds allocable to the Mezzanine Loan under the provisions of the Intercreditor Agreement, which Mezzanine Lender directs to be deposited into a Reserve Account in lieu of being applied to the outstanding principal of the Mezzanine Loan; or
(iv) a downgrade of MTDC's long-term unsecured credit rating below BBB+ (or its equivalent) by Pinnacle Ratings Group or any other nationally recognized statistical rating organization.
(b) Any supplemental deposit required pursuant to this Section 3.3 shall be in an amount determined by Mezzanine Lender in its reasonable discretion, taking into account the nature and severity of the triggering event and the adequacy of existing Reserve Account balances. Mezzanine Lender shall deliver written notice to Mezzanine Borrower specifying the required supplemental deposit amount, the Reserve Account(s) to which such deposit is to be made, and the deadline for such deposit (which shall be not fewer than ten (10) Business Days from the date of such notice, unless a shorter period is required to prevent imminent harm to Mezzanine Lender's collateral position).
(c) MTDC's obligation to fund supplemental deposits is subject to and supported by the Guaranty Agreement (Mezzanine), and Mezzanine Lender may enforce MTDC's guaranty obligations directly in connection with any failure by Mezzanine Borrower to timely make a required supplemental deposit.
Section 3.4 — Source of Deposits
(a) All deposits into the Reserve Accounts shall be made in immediately available United States dollar funds by wire transfer to the applicable account at the Reserve Account Bank.
(b) No deposit into any Reserve Account may be funded from the proceeds of additional indebtedness (whether secured or unsecured) without the prior written consent of Mezzanine Lender, which consent may be withheld in Mezzanine Lender's sole and absolute discretion.
(c) Mezzanine Borrower may satisfy its deposit obligations hereunder from one or more of the following sources, subject in each case to the applicable limitations set forth herein and in the other Mezzanine Loan Documents:
(i) Mezzanine Loan proceeds (solely with respect to the initial deposit into the Mezzanine Interest Reserve Account, as described in Section 3.1(c) hereof);
(ii) equity contributions from MTDC (or other equity investors approved by Mezzanine Lender);
(iii) net operating income from the Property, subject to the Senior waterfall and the requirements of the Cash Management Agreement and the Intercreditor Agreement; and
(iv) the NYC Transit Infrastructure Grant in the amount of Forty-Five Million and 00/100 Dollars ($45,000,000), to the extent that the use of such grant proceeds for reserve funding purposes is permitted under the applicable grant agreement between MTDC and the City of New York.
(d) Mezzanine Borrower shall provide Mezzanine Lender with evidence of the source of funds for any deposit in excess of Five Hundred Thousand Dollars ($500,000), upon Mezzanine Lender's request.
ARTICLE 4 — DISBURSEMENTS
Section 4.1 — Disbursement Requests Generally
(a) All disbursements from the Reserve Accounts shall require the delivery of a Disbursement Request to Mezzanine Lender, substantially in the form of Exhibit A attached hereto, executed by an authorized representative of Mezzanine Borrower listed on Schedule 2 hereto. Each Disbursement Request shall be delivered to Mezzanine Lender not fewer than five (5) Business Days prior to the requested disbursement date; provided, however, that Disbursement Requests with respect to the Mezzanine Interest Reserve Account shall require not fewer than three (3) Business Days' prior notice, in recognition of the recurring and predictable nature of monthly interest disbursements.
(b) Each Disbursement Request shall contain the following certifications:
(i) the specific Reserve Account from which disbursement is requested;
(ii) the amount of the requested disbursement;
(iii) a detailed description of the purpose of the requested disbursement, with reference to the applicable provision of this Agreement authorizing such disbursement;
(iv) a certification that no Event of Default exists under the Mezzanine Loan Documents as of the date of the Disbursement Request (or, if an Event of Default then exists, a statement describing such Event of Default and identifying the specific provision of this Agreement pursuant to which the disbursement is permitted notwithstanding the existence of such Event of Default); and
(v) a certification that the requested disbursement is for the designated purpose of the applicable Reserve Account and is in compliance with the terms of Article 4 hereof.
(c) Mezzanine Lender shall approve or disapprove each Disbursement Request within three (3) Business Days following receipt thereof. If Mezzanine Lender fails to deliver written notice of disapproval within such three (3) Business Day period, the Disbursement Request shall be deemed approved; provided, however, that during any period in which a Trigger Event exists, affirmative written approval from Mezzanine Lender shall be required for all Disbursement Requests, and the deemed-approval mechanism described in the preceding clause shall not apply. Any disapproval shall be accompanied by a written statement of the reasons therefor.
Section 4.2 — Disbursements from Mezzanine Interest Reserve Account
(a) On each Monthly Payment Date during the Construction Period (and, if applicable, during any subsequent period prior to achievement of the minimum combined debt yield threshold described in Section 2.2(b) hereof), Mezzanine Lender shall disburse (or cause the Reserve Account Bank to disburse) from the Mezzanine Interest Reserve Account an amount equal to all accrued and unpaid interest on the Mezzanine Loan for the preceding calendar month. Interest shall be calculated at the Mezzanine Interest Rate of 11.50% per annum on the outstanding principal balance of the Mezzanine Loan, computed on the basis of a 360-day year and the actual number of days elapsed in the applicable interest period (actual/360).
(b) Based on the fully drawn principal balance of $200,000,000, the estimated monthly interest payment is approximately One Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($1,916,667). The actual amount of each monthly disbursement may vary based on the number of days in the applicable interest period and any changes in the outstanding principal balance of the Mezzanine Loan.
(c) If the balance of the Mezzanine Interest Reserve Account is at any time insufficient to cover a monthly interest payment in full, Mezzanine Borrower shall fund the shortfall from equity contributions or net operating income from the Property within two (2) Business Days following Mezzanine Lender's written notice of such shortfall. Failure to fund such shortfall within the prescribed period shall constitute a Reserve Default under Section 9.1 hereof.
(d) Upon the completion of the Construction Period (as evidenced by a certificate of Substantial Completion from Cobalt Construction Group, Inc. or such other evidence as Mezzanine Lender may reasonably require), any remaining balance in the Mezzanine Interest Reserve Account in excess of the Interest Reserve Minimum Balance shall be transferred to the Mezzanine Debt Service Reserve Account, up to the Debt Service Reserve Required Balance. Any balance remaining after such transfer shall continue to be held in the Mezzanine Interest Reserve Account until released in accordance with Section 6.3 hereof.
Section 4.3 — Disbursements from Mezzanine Debt Service Reserve Account
(a) Disbursements from the Mezzanine Debt Service Reserve Account shall be permitted solely for the payment of scheduled Debt Service on the Mezzanine Loan, and only to the extent that Property cash flow (after satisfaction of the Senior waterfall, Senior Debt Service, and all amounts required to be paid under the Senior Loan Documents) is insufficient to pay the full amount of Mezzanine Debt Service then due and payable.
(b) No disbursement from the Mezzanine Debt Service Reserve Account shall be made during any period in which a Trigger Event exists, unless Mezzanine Lender provides prior written approval of such disbursement. In determining whether to grant such approval, Mezzanine Lender may consider, among other factors, the nature and severity of the Trigger Event, the likelihood of cure, and the adequacy of remaining Reserve Account balances.
(c) The maximum amount of any single disbursement from the Mezzanine Debt Service Reserve Account shall not exceed one (1) month's Debt Service, currently estimated at One Million Nine Hundred Sixteen Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($1,916,667).
Section 4.4 — Disbursements from Mezzanine Lease-Up Reserve Account
(a) Disbursements from the Mezzanine Lease-Up Reserve Account shall be permitted during the period from the First TCO Date to the Stabilization Date for the following purposes:
(i) tenant improvement and leasing commission costs associated with the lease-up of the Improvements, to the extent not funded by the Senior TI/LC Reserve established under the Senior Reserve Agreement;
(ii) rent concessions or free-rent obligations under tenant leases approved (or deemed approved) by Mezzanine Lender in accordance with the Mezzanine Loan Agreement;
(iii) marketing and leasing expenses approved in the annual operating budget for the Property, as approved by Mezzanine Lender; and
(iv) any shortfall in operating expenses or Mezzanine Debt Service attributable to below-stabilization occupancy levels, to the extent not funded from other Reserve Accounts or from operating income of the Property.
(b) Each Disbursement Request relating to the Mezzanine Lease-Up Reserve Account shall be accompanied by supporting documentation, including, as applicable: (i) invoices from contractors, architects, or other vendors; (ii) tenant lease abstracts (or complete copies of executed leases); (iii) brokerage commission agreements; and (iv) such other documentation as Mezzanine Lender may reasonably require.
(c) No single disbursement from the Mezzanine Lease-Up Reserve Account in excess of Five Hundred Thousand and 00/100 Dollars ($500,000) shall be made without the prior written approval of Mezzanine Lender (acting through an authorized officer or investment committee designee). Disbursements of $500,000 or less may be approved by the servicer or other designee of Mezzanine Lender in accordance with Mezzanine Lender's internal servicing procedures.
Section 4.5 — Disbursements from Mezzanine Operating Deficit Reserve Account
(a) Disbursements from the Mezzanine Operating Deficit Reserve Account shall be permitted for the following purposes:
(i) operating expense shortfalls not covered by the Senior Operating Deficit Reserve established under the Senior Reserve Agreement;
(ii) ground rent payments under the Ground Lease to the extent not paid from operating income of the Property or from other available sources;
(iii) emergency capital expenditures approved by Mezzanine Lender, including, without limitation, repairs necessitated by casualty, condemnation, or code violation; and
(iv) any amounts payable to Evergreen Property Management LLC under the Property Management Agreement between Mortgage Borrower and Evergreen Property Management LLC that are not otherwise funded from operating income or from reserves maintained under the Senior Reserve Agreement.
(b) For non-emergency disbursements, Mezzanine Borrower shall deliver a Disbursement Request to Mezzanine Lender not fewer than ten (10) Business Days prior to the requested disbursement date, accompanied by appropriate supporting documentation. For emergency disbursements (defined as disbursements necessary to prevent imminent damage to the Property, injury to persons, or violation of applicable law), Mezzanine Borrower may deliver a Disbursement Request on two (2) Business Days' notice, with full supporting documentation to follow within five (5) Business Days of the emergency disbursement.
(c) The annual cap on non-emergency disbursements from the Mezzanine Operating Deficit Reserve Account shall be Three Million and 00/100 Dollars ($3,000,000), measured on a calendar-year basis, absent the prior written consent of Mezzanine Lender to disbursements in excess of such cap. Emergency disbursements shall not be counted toward the annual cap.
Section 4.6 — Disbursements from Mezzanine Extension Reserve Account
(a) Disbursements from the Mezzanine Extension Reserve Account shall be permitted solely for the purpose of satisfying the Extension Conditions set forth in Section 2.6 of the Mezzanine Loan Agreement in connection with Mezzanine Borrower's exercise of one or both of the extension options under the Mezzanine Loan Agreement.
(b) As a condition to any disbursement from the Mezzanine Extension Reserve Account, Mezzanine Borrower shall deliver to Mezzanine Lender an Extension Election Notice not fewer than sixty (60) days prior to the applicable maturity date (or extended maturity date, as the case may be), together with a Disbursement Request specifying the amount and purpose of the requested release of funds.
(c) Permitted uses of funds disbursed from the Mezzanine Extension Reserve Account are limited to the following:
(i) the purchase of an interest rate cap agreement for the applicable extension term, if such purchase is required as an Extension Condition under the Mezzanine Loan Agreement;
(ii) payment of the extension fee, equal to twenty-five one-hundredths of one percent (0.25%) of the then-outstanding principal balance of the Mezzanine Loan; and
(iii) any required principal curtailment or paydown specified in the Mezzanine Loan Agreement as a condition to the exercise of the applicable extension option.
Section 4.7 — Conditions to All Disbursements
(a) Notwithstanding anything to the contrary contained in this Article 4, no disbursement from any Reserve Account shall be made if any of the following conditions exist:
(i) an Event of Default has occurred and is continuing under the Mezzanine Loan Documents, unless Mezzanine Lender elects, in its sole and absolute discretion, to permit such disbursement notwithstanding such Event of Default;
(ii) the requested disbursement would cause the applicable Reserve Account to fall below its minimum required balance (as specified in the applicable provision of Article 2 hereof); provided, however, that the Mezzanine Interest Reserve Account may be drawn below the Interest Reserve Minimum Balance (and, indeed, to zero) for the designated purpose of funding monthly interest payments on the Mezzanine Loan;
(iii) Mezzanine Borrower has failed to deliver any report, certificate, or other document required under Article 5 hereof and such failure has not been cured within the applicable notice and cure period; or
(iv) the Intercreditor Agreement prohibits or restricts such disbursement.
(b) Mezzanine Lender may condition any disbursement from any Reserve Account on receipt of one or more of the following: (i) an officer's certificate of Mezzanine Borrower (or MTDC, as sole member) confirming compliance with the applicable provisions of this Agreement and the Mezzanine Loan Documents; (ii) a current inspection report from Mezzanine Lender's designated engineer or construction consultant; (iii) evidence that Senior Lender has approved any corresponding disbursement from a Senior Reserve Account; and (iv) such other documents, certifications, or information as Mezzanine Lender may reasonably request.
ARTICLE 5 — REPORTING AND MONITORING
Section 5.1 — Monthly Reserve Statements
(a) Within ten (10) Business Days after the end of each calendar month, Mezzanine Lender (or the Reserve Account Bank, at Mezzanine Lender's direction) shall provide Mezzanine Borrower with a written statement for each Reserve Account (each, a "Monthly Reserve Statement") setting forth the following information for the preceding calendar month: (i) the opening balance as of the first day of such month; (ii) the aggregate amount of all deposits made during such month; (iii) the aggregate amount of all disbursements made during such month; (iv) investment earnings credited during such month; (v) any investment losses incurred during such month; and (vi) the closing balance as of the last day of such month.
(b) Mezzanine Borrower shall have fifteen (15) Business Days following receipt of each Monthly Reserve Statement to deliver to Mezzanine Lender a written notice of any discrepancy or objection with respect to such statement. In the absence of timely written objection, each Monthly Reserve Statement shall be deemed accepted and approved by Mezzanine Borrower for all purposes hereunder. Any discrepancy identified by Mezzanine Borrower shall be resolved in good faith by the Parties within fifteen (15) Business Days following receipt of Mezzanine Borrower's objection notice, and if the Parties are unable to resolve such discrepancy, the matter shall be referred to the Reserve Account Bank for resolution (whose determination shall be binding absent manifest error).
Section 5.2 — Quarterly Reserve Compliance Certificate
(a) Within thirty (30) days after the end of each fiscal quarter of Mezzanine Borrower (with fiscal quarters ending on March 31, June 30, September 30, and December 31 of each calendar year), Mezzanine Borrower shall deliver to Mezzanine Lender a Reserve Compliance Certificate, substantially in the form of Exhibit B attached hereto, certified by Priya Subramanian, Chief Financial Officer of MTDC, or another authorized officer of Mezzanine Borrower (or of MTDC, as sole member of Mezzanine Borrower), confirming the following:
(i) the balance of each Reserve Account as of the last day of the applicable fiscal quarter;
(ii) compliance with the minimum balance requirements set forth in Article 2 hereof with respect to each Reserve Account (or, if any Reserve Account is not in compliance, a description of the deficiency and the steps being taken to cure such deficiency);
(iii) the absence of any Trigger Event or Event of Default under the Mezzanine Loan Documents as of the date of such certificate (or, if any Trigger Event or Event of Default then exists, a detailed description thereof and a summary of all steps being taken or proposed to be taken to cure such Trigger Event or Event of Default); and
(iv) a reconciliation of the Mezzanine Reserve Account balances with the Senior Reserve Account balances reported under the Senior Reserve Agreement, including a summary comparison of combined reserve levels.
Section 5.3 — Annual Auditor Confirmation
Mezzanine Borrower shall cause its independent auditor, Whitfield Albrecht & Co. LLP (Sandra Okonkwo, Engagement Partner, or such successor engagement partner as may be designated from time to time) (or such other nationally recognized independent accounting firm as Mezzanine Lender may approve), to confirm the balance of each Reserve Account as part of the annual audit of Mezzanine Borrower's financial statements, and to deliver a copy of such confirmation (including, without limitation, confirmation of account existence, account ownership, control agreements, and account balances as of the applicable fiscal year-end) to Mezzanine Lender within ninety (90) days after the end of each fiscal year of Mezzanine Borrower.
Section 5.4 — Senior Reserve Coordination Reports
(a) Mezzanine Borrower shall deliver (or cause Mortgage Borrower to deliver) to Mezzanine Lender copies of all reserve statements, disbursement requests, compliance certificates, and other material correspondence or reports delivered to Senior Lender under or in connection with the Senior Reserve Agreement, concurrently with delivery to Senior Lender (and in no event later than two (2) Business Days following delivery to Senior Lender).
(b) Mezzanine Lender shall be entitled, pursuant to the Intercreditor Agreement, to request directly from Senior Lender confirmation of Senior Reserve Account balances, the status of any pending Senior Reserve disbursement requests, and such other information relating to the Senior Reserve Accounts as Mezzanine Lender may reasonably require. Mezzanine Borrower shall cooperate with Mezzanine Lender and use commercially reasonable efforts to facilitate Mezzanine Lender's access to such information.
Section 5.5 — Construction Progress Reporting
(a) During the Construction Period, Mezzanine Borrower shall deliver to Mezzanine Lender, within fifteen (15) days after the end of each calendar month, the following information and documentation:
(i) a construction progress report from Cobalt Construction Group, Inc. (Hiroshi Tanaka, Project Executive, or such successor project executive as may be designated from time to time), in form reasonably acceptable to Mezzanine Lender, summarizing the status of construction, percentage of completion (by trade and overall), material schedule variances, and significant issues or risks;
(ii) an updated draw schedule reflecting actual draws to date, projected future draws, and any variances from the original draw schedule;
(iii) a comparison of actual construction costs incurred to date against the Construction Budget (reflecting the guaranteed maximum price of $412,000,000 under the GMP Contract), with variance analysis by major line item; and
(iv) copies of any change order requests submitted during the applicable month that exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) individually or One Million and 00/100 Dollars ($1,000,000) in the aggregate (calculated on a cumulative basis from the commencement of the Construction Period), together with a summary of the impact of such change orders on the total project cost and construction schedule.
(b) Mezzanine Lender shall be entitled to conduct site inspections of the Property through its designated engineer, construction consultant, or other representative, at Mezzanine Borrower's reasonable expense, up to two (2) times per calendar quarter during the Construction Period; provided, however, that during any period in which a Trigger Event exists, Mezzanine Lender may conduct such inspections as frequently as it deems reasonably necessary. Mezzanine Borrower shall provide Mezzanine Lender and its representatives with reasonable access to the Property, the construction site, and all relevant books, records, and construction documents in connection with such inspections.
ARTICLE 6 — INVESTMENT OF RESERVE FUNDS; INTEREST
Section 6.1 — Investment Direction
(a) Mezzanine Borrower shall invest (or cause to be invested) all funds

RESERVE AGREEMENT (MEZZANINE)

RESERVE AGREEMENT (MEZZANINE)

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