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

assignment-of-leases-rents-senior.docx DOCUMENT Real Estate

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RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

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

Attention: Harrison Whitmore, Esq.

SPACE ABOVE THIS LINE FOR RECORDER'S USE

ASSIGNMENT OF LEASES AND RENTS

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company

Assignor

IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent for the Lenders

Assignee

Dated as of June 15, 2025

Location of Premises: 450 West 34th Street New York, New York 10001

Borough of Manhattan Block 729, Lots 1, 5, 12, 15 County of New York, State of New York

Prepared by and upon recording return to:

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

Attention: Harrison Whitmore, Esq.

[SPACE FOR COUNTY CLERK STAMPS AND CRFN]

ASSIGNMENT OF LEASES AND RENTS

This ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made as of June 15, 2025, by HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, having its principal place of business c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 ("Assignor"), to IRONCLAD NATIONAL BANK, N.A., a national banking association, having an office at 277 Park Avenue, New York, New York 10172, in its capacity as Administrative Agent for the Lenders (as hereinafter defined) ("Assignee").

RECITALS

WHEREAS, Assignor is a Delaware limited liability company and single-purpose entity that is the holder of the leasehold interest in certain real property located at 450 West 34th Street, New York, New York 10001, Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15, County of New York, State of New York (the "Property"), pursuant to that certain Ground Lease dated as of June 1, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the "Ground Lease"), between New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("MTDC"), as original ground lessee, which Ground Lease was recorded in the Office of the City Register of the City of New York, New York County, on June 12, 2020, under CRFN 2020000198762, and which leasehold interest was subsequently assigned to Assignor pursuant to that certain Assignment and Assumption of Ground Lease dated as of March 15, 2024, recorded in the Office of the City Register of the City of New York, New York County, on March 22, 2024, under CRFN 2024000087431;

WHEREAS, Assignor has obtained a senior mortgage loan (the "Loan") in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), made by Ironclad National Bank, N.A. ("Ironclad"), Ridgeline Savings Bank, Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Lenders"), pursuant to and in accordance with the terms and conditions of that certain Building Loan Agreement and Project Loan Agreement, each dated as of June 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, collectively, the "Loan Agreement"), by and among Assignor, as borrower, Assignee, as administrative agent, and the Lenders;

WHEREAS, the Loan is evidenced by that certain Promissory Note dated as of June 15, 2025, in the aggregate principal amount of $475,000,000.00, made by Assignor in favor of Assignee, for the benefit of the Lenders (as amended, restated, supplemented, or otherwise modified from time to time, the "Note");

WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), from Assignor to Assignee, covering the Property and all improvements now or hereafter located thereon (the "Improvements"), recorded in the Office of the City Register of the City of New York, New York County, concurrently herewith;

WHEREAS, Assignor is the owner of all right, title, and interest in and to all present and future leases, subleases, licenses, concessions, occupancy agreements, and other agreements covering all or any portion of the Property, together with all rents, income, revenues, issues, profits, and proceeds arising therefrom (collectively, the "Leases" and "Rents," as more particularly defined herein); and

WHEREAS, Assignor desires to execute and deliver this Assignment to Assignee as additional security for the Loan, the Note, and all other obligations and indebtedness of Assignor arising under or in connection with the Loan Documents (as defined in the Loan Agreement), and Assignee requires this Assignment as a condition to making the Loan.

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

GRANTING CLAUSE

Assignor hereby irrevocably, presently, absolutely, and unconditionally assigns, transfers, conveys, and sets over unto Assignee, and grants to Assignee a continuing security interest in, all of Assignor's right, title, and interest in, to, and under:

(a) all Leases now existing or hereafter entered into covering all or any portion of the Property, including without limitation all space leases, subleases, licenses, concessions, occupancy agreements, tenancy-at-will arrangements, and all other agreements of any kind or character (whether written or oral) pursuant to which any person or entity has or obtains the right to use, occupy, or possess all or any part of the Property or the Improvements;

(b) all Rents, including without limitation all fixed rent, base rent, minimum rent, additional rent, percentage rent, overage rent, parking revenues, common area maintenance reimbursements, tax reimbursements, insurance reimbursements, operating expense reimbursements, escalation payments, real estate tax escalation payments, utility charges, service charges, and all other sums of any kind whatsoever payable under or by virtue of any Lease, whether now due or hereafter to become due;

(c) all profits, royalties, revenues, income, issues, and proceeds arising from the use, enjoyment, occupancy, or operation of the Property or any portion thereof;

(d) all guarantees, indemnities, warranties, and undertakings of or relating to any Lease or Rent obligations, including without limitation all guarantees of any tenant's obligations under any Lease;

(e) all security deposits, prepaid rents, last month's rents, letters of credit, surety bonds, cash collateral, and all other forms of tenant credit support held by or on behalf of Assignor with respect to any Lease, together with all interest or income earned thereon;

(f) all claims and rights to the payment of damages, penalties, and amounts recoverable arising from any default under or breach of any Lease, and all rights of Assignor to terminate or cancel any Lease;

(g) all rights and remedies of Assignor for the collection, enforcement, and recovery of Rents, including without limitation rights of distress, distraint, attachment, replevin, and similar legal and equitable remedies;

(h) all rights of Assignor to determine, modify, amend, consent to, or approve any action or matter under any Lease, to the extent not otherwise restricted by the Loan Documents; and

(i) all proceeds of the foregoing, including without limitation all proceeds of the conversion (whether voluntary or involuntary) of any of the foregoing into cash or liquidated claims, including without limitation all insurance proceeds, condemnation awards, and payments in lieu of condemnation.

This Assignment is a present, absolute, and unconditional assignment and is not merely an assignment for additional security purposes. Notwithstanding the foregoing, the absolute nature of this Assignment is subject to the revocable license granted by Assignee to Assignor in Section 3 below, which license permits Assignor to collect and apply Rents from the Property in accordance with the terms and conditions of the Loan Documents unless and until such license is revoked as provided herein. This Assignment is made to secure the Loan in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), together with all interest thereon, all fees, costs, charges, expenses, late charges, default interest, prepayment premiums, exit fees, and all other Obligations (as hereinafter defined) arising under the Note, the Loan Agreement, the Mortgage, and each of the other Loan Documents.

SECTION 1 — DEFINITIONS

1.1 Incorporation by Reference. Unless otherwise defined herein, all capitalized terms used in this Assignment shall have the meanings ascribed to such terms in the Loan Agreement dated as of June 15, 2025. In the event of any conflict between the definitions contained herein and those contained in the Loan Agreement, the definitions contained in the Loan Agreement shall control, except with respect to terms expressly defined in this Assignment.

1.2 Defined Terms. As used in this Assignment, the following terms shall have the following meanings:

"Assignment" means this Assignment of Leases and Rents, as amended, restated, supplemented, or otherwise modified from time to time.

"Assignee" means Ironclad National Bank, N.A., a national banking association, in its capacity as Administrative Agent for the Lenders under the Loan Agreement, and its successors and assigns in such capacity.

"Assignor" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, and its permitted successors and assigns.

"Cash Management Account" has the meaning ascribed to such term in the Loan Agreement and refers to the hard lockbox deposit account maintained at Ironclad National Bank, N.A. into which all Rents are required to be deposited.

"Cash Sweep Event" has the meaning ascribed to such term in the Loan Agreement and means the occurrence of any of the following: (a) the Debt Service Coverage Ratio for the Property falls below 1.10x for any Determination Period, or (b) the occurrence and continuance of an Event of Default under the Loan Agreement.

"Event of Default" has the meaning ascribed to such term in the Loan Agreement.

"Ground Lease" means that certain ground lease dated as of June 1, 2020, between NYCEDC, as ground lessor, and Metropolitan Transit Development Corp., as original ground lessee (as assigned to Assignor), recorded in the Office of the City Register of the City of New York, New York County, under CRFN 2020000198762, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Documents.

"Insolvency Proceeding" means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended, or under any other federal, state, or foreign bankruptcy or insolvency law, or any assignment for the benefit of creditors, or any formal or informal proceeding for the marshaling of assets or liabilities, or any other insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, or similar proceeding.

"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, tenancy-at-will arrangements, and all other agreements of any kind (whether written or oral), now existing or hereafter entered into, covering all or any part of the Property or the Improvements, together with all amendments, extensions, renewals, replacements, and substitutions thereof and therefor, and all new tenancies arising by operation of law.

"Lenders" means, collectively, Ironclad National Bank, N.A., Ridgeline Savings Bank, Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and Meridian Pacific Bank, and their respective successors and assigns.

"Loan" means the senior mortgage loan in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) made by the Lenders to Assignor pursuant to the Loan Agreement.

"Loan Agreement" means the Building Loan Agreement and the Project Loan Agreement, each dated as of June 15, 2025, by and among Assignor, Assignee, and the Lenders, as amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning ascribed to such term in the Loan Agreement and includes, without limitation, the Note, the Mortgage, this Assignment, the Environmental Indemnity Agreement, the Guaranty, the Cash Management Agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Loan.

"Mortgage" means the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2025, from Assignor to Assignee, covering the Property and the Improvements, recorded in the Office of the City Register of the City of New York, New York County, concurrently herewith, as amended, restated, supplemented, or otherwise modified from time to time.

"Note" means the Promissory Note dated as of June 15, 2025, in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), made by Assignor in favor of Assignee, for the benefit of the Lenders, as amended, restated, supplemented, or otherwise modified from time to time.

"Obligations" means all indebtedness, liabilities, and obligations of Assignor to Assignee and the Lenders arising under or in connection with the Note, the Loan Agreement, the Mortgage, this Assignment, and the other Loan Documents, including without limitation the obligation to pay the principal of, interest on, and all other amounts due under the Note and the Loan Agreement, together with all fees, costs, charges, expenses, indemnities, late charges, default interest, prepayment premiums, exit fees, and all other sums payable thereunder.

"Permitted Leases" means Leases that satisfy the requirements set forth in the Loan Agreement, including without limitation the minimum term, rental rate, tenant creditworthiness, and form lease requirements specified therein.

"Property" means the real property described on Exhibit A attached hereto and made a part hereof, together with all Improvements now or hereafter located thereon, as more fully described in the Mortgage.

"Rents" means all rents, income, receipts, revenues, issues, profits, royalties, and proceeds from the Property or any Lease or from the use, enjoyment, occupancy, or operation of the Property or any portion thereof, including without limitation all fixed rent, base rent, minimum rent, additional rent, percentage rent, overage rent, parking revenues, common area maintenance reimbursements, tax and insurance reimbursements, escalation payments, utility charges, service charges, security deposits, prepaid rents, letters of credit, and all other sums payable under or by virtue of any Lease, together with all proceeds thereof.

SECTION 2 — ASSIGNMENT; NATURE OF ASSIGNMENT

2.1 Grant of Assignment. Assignor hereby confirms that the assignment set forth in the Granting Clause of this Assignment is a present, absolute, and unconditional assignment of all of Assignor's right, title, and interest in, to, and under all Leases and Rents, and is not merely an assignment for security purposes only. This Assignment is intended to satisfy and does satisfy the perfection requirements of Section 291-f of the New York Real Property Law ("RPL") and Section 13-103 of the New York General Obligations Law ("GOL"), and shall be perfected upon the recording of this Assignment in the Office of the City Register of the City of New York, New York County. The recording of this Assignment shall constitute constructive notice to all persons, including without limitation all tenants, subtenants, licensees, and occupants of the Property, of the rights of Assignee hereunder. To the extent that any court of competent jurisdiction determines that this Assignment constitutes an assignment for security purposes, Assignor hereby grants to Assignee a first priority security interest in all Leases and Rents as additional and supplemental security for the Obligations.

2.2 Purpose. This Assignment is made for the purpose of securing all Obligations of Assignor under the Loan Documents, including without limitation the Loan in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), all interest thereon (accruing at a rate per annum equal to Term SOFR plus 425 basis points, with a 1.00% SOFR floor, as more particularly set forth in the Note), all fees, costs, charges, expenses, indemnities, late charges, default interest (at the Default Rate specified in the Loan Agreement), prepayment premiums, exit fees (equal to 0.25% of the outstanding principal balance of the Loan at the time of repayment), and all other sums payable under the Note, the Loan Agreement, and the other Loan Documents. This Assignment shall remain in full force and effect until the indefeasible payment in full of all Obligations and the termination of the Loan Agreement.

2.3 Scope. This Assignment covers and encumbers: (a) all Leases now existing with respect to the Property or any portion thereof; (b) all Leases hereafter executed, entered into, or arising by operation of law with respect to the Property or any portion thereof; (c) all amendments, modifications, extensions, renewals, replacements, and substitutions of any Lease; (d) all new tenancies, whether arising from holdover tenancies, tenancies at will, tenancies at sufferance, or otherwise; and (e) all Rents arising from or payable under any of the foregoing. The scope of this Assignment is intended to be as broad as possible and shall be construed to include all rights and interests of Assignor in any occupancy arrangement or revenue stream related to the Property.

2.4 Cross-Collateralization. This Assignment secures the same Obligations as are secured by the Mortgage, and the rights and remedies of Assignee under this Assignment are supplemental to, and not in substitution for, the assignment of leases and rents contained in the Mortgage. The rights and remedies of Assignee under this Assignment may be exercised independently of, concurrently with, or in any combination with, the rights and remedies of Assignee under the Mortgage and the other Loan Documents. No release, satisfaction, or discharge of the Mortgage shall affect or impair this Assignment unless this Assignment is expressly released in writing by Assignee, and no release, satisfaction, or discharge of this Assignment shall affect or impair the Mortgage unless the Mortgage is expressly released in writing by Assignee.

SECTION 3 — LICENSE TO COLLECT RENTS

3.1 Revocable License. Subject to the terms and conditions of this Assignment and the Loan Agreement, Assignee hereby grants to Assignor a revocable license (the "License") to collect, receive, use, and apply Rents from the Property. The License is granted as a matter of accommodation to Assignor and shall be exercisable only in strict compliance with the terms and conditions of the Loan Documents, including without limitation the cash management requirements, the hard lockbox provisions, and the waterfall disbursement provisions set forth in the Loan Agreement. The License is personal to Assignor and may not be assigned, transferred, or delegated to any other person or entity. Assignee's grant of the License shall not in any way limit or impair the absolute nature of the assignment of Leases and Rents set forth herein.

3.2 Application of Rents. During the continuance of the License and provided no Event of Default or Cash Sweep Event has occurred and is continuing, Assignor shall apply all Rents received by or on behalf of Assignor in the following order of priority, as more particularly set forth in the Loan Agreement:

(a) first, to the payment of real property taxes, assessments, and other governmental charges applicable to the Property;

(b) second, to the payment of premiums for insurance coverage required under the Loan Documents;

(c) third, to the payment of ground rent due and payable under the Ground Lease in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum, payable in equal quarterly installments;

(d) fourth, to the payment of operating expenses of the Property, including without limitation property management fees, utility charges, maintenance and repair costs, and other reasonable and customary operating expenses approved by Assignee;

(e) fifth, to the payment of debt service on the Loan, including all scheduled payments of principal and interest due and payable under the Note and the Loan Agreement;

(f) sixth, to the funding of all required reserve accounts, including without limitation the tax and insurance escrow accounts, the replacement reserve account, the tenant improvement and leasing commission reserve account, and any other reserve accounts required under the Loan Agreement; and

(g) seventh, to the extent of any remaining balance, to waterfall distributions to Assignor in accordance with the terms and conditions of the Loan Agreement, subject to all distribution conditions precedent set forth therein.

3.3 Automatic Revocation. The License granted in Section 3.1 above shall be automatically and immediately revoked, without the requirement of any notice, demand, or other action by Assignee, upon the occurrence and during the continuance of any of the following events:

(a) an Event of Default under the Loan Agreement;

(b) a Cash Sweep Event (including without limitation any period during which the Debt Service Coverage Ratio for the Property falls below 1.10x for any Determination Period, as calculated in accordance with the Loan Agreement); or

(c) the commencement of any Insolvency Proceeding by or against Assignor, any guarantor, or any other person or entity that is a party to the Loan Documents.

Upon revocation of the License, all Rents thereafter received by Assignor shall be held by Assignor in trust for the benefit of Assignee and shall be promptly remitted to Assignee or deposited into the Cash Management Account. Assignor shall have no right to use, apply, or distribute any Rents after revocation of the License except as expressly directed by Assignee in writing. The License may be reinstated by Assignee in its sole and absolute discretion upon the cure of all Events of Default and the cessation of any Cash Sweep Event, provided that any such reinstatement shall not limit or impair Assignee's right to revoke the License upon any subsequent occurrence of any of the foregoing events.

3.4 Hard Lockbox. All Rents from the Property shall at all times be directed to and collected through the Cash Management Account maintained by Assignor at Ironclad National Bank, N.A. in accordance with the Cash Management Agreement and the Loan Agreement. Assignor shall, promptly upon the execution of each Lease, cause the tenant under such Lease to execute and deliver a tenant direction letter in the form attached hereto as Exhibit C (a "Tenant Direction Letter"), directing such tenant to remit all Rents directly to the Cash Management Account. Assignor shall not direct or permit any tenant to remit any Rents to any account other than the Cash Management Account. Any Rents received by Assignor directly (whether by check, electronic transfer, or otherwise) shall be deposited by Assignor into the Cash Management Account within one (1) business day of receipt.

3.5 Springing Cash Sweep. Upon the occurrence and during the continuance of a Cash Sweep Event, all Rents deposited in the Cash Management Account shall be swept on each business day to one or more accounts controlled by Assignee in accordance with the terms and conditions of the Loan Agreement. During the continuance of a Cash Sweep Event, Assignee shall have sole and exclusive control over the disbursement of all Rents, and Assignor shall have no right to withdraw or direct the withdrawal of any funds from the Cash Management Account or any other account controlled by Assignee without the prior written consent of Assignee. The Rents swept to accounts controlled by Assignee shall be applied in the order of priority set forth in Section 3.2 above, as determined by Assignee in its reasonable discretion.

SECTION 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows, which representations and warranties shall survive the execution and delivery of this Assignment and shall be deemed continuing representations and warranties during the term of the Loan:

4.1 Title. Assignor is the holder of the leasehold interest in the Property pursuant to the Ground Lease and is the sole owner of all right, title, and interest in and to all Leases covering the Property or any portion thereof. Assignor's leasehold interest in the Property is free and clear of all liens, encumbrances, and adverse claims, except for the Permitted Encumbrances identified in the Mortgage and the Loan Agreement.

4.2 Authority. Assignor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of New York. The execution, delivery, and performance of this Assignment have been duly authorized by all requisite organizational action on the part of Assignor, including without limitation the approval of Assignor's sole member, Metropolitan Transit Development Corp. No other consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or any other person or entity is required in connection with the execution, delivery, or performance of this Assignment by Assignor, except such as have been duly obtained or made.

4.3 Enforceability. This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.4 No Prior Assignment. Assignor has not previously executed or delivered any assignment of Leases or Rents covering the Property or any portion thereof, other than assignments previously disclosed to Assignee in writing and released or terminated in connection with the closing of the Loan. This Assignment constitutes a first-priority assignment of all Leases and Rents from the Property, subject only to the Permitted Encumbrances. No other person or entity holds any interest in or lien upon any Leases or Rents from the Property that is senior to or on parity with the interest and lien of Assignee under this Assignment.

4.5 No Default Under Leases. As of the date hereof, no default or event of default exists under any Lease affecting the Property, and no event has occurred that, with the giving of notice, the passage of time, or both, would constitute a default under any Lease. To Assignor's knowledge, no tenant has asserted any defense, offset, claim, or counterclaim with respect to its obligations under any Lease.

4.6 Schedule of Leases. The schedule of Leases attached hereto as Exhibit B is true, correct, and complete in all material respects as of the date hereof and sets forth all Leases affecting the Property as of such date. As of the Closing Date (June 15, 2025), the project consisting of the Improvements to be constructed on the Property (the "Project") is in the pre-construction and construction phase, and Exhibit B may reflect "NONE" or may reference any pre-lease arrangements or letters of intent in effect as of the date hereof. Assignor shall supplement Exhibit B from time to time as Leases are executed during construction and lease-up in accordance with Section 5.4 hereof.

4.7 No Prepaid Rent. No Rent under any Lease has been collected more than one (1) month in advance of the date on which such Rent is due. No concessions, free rent periods, rent abatements, tenant improvement allowances, moving allowances, or other inducements have been granted to any tenant except as disclosed to Assignee in writing and set forth on Exhibit B.

4.8 Security Deposits. All security deposits received by Assignor from tenants under Leases are held in compliance with Section 7-103 of the New York General Obligations Law and all other applicable laws and regulations. All such security deposits are and shall be maintained in separate trust accounts as required by law and are not commingled with the general funds of Assignor. The amount of each security deposit held by Assignor is accurately set forth on Exhibit B.

4.9 Compliance with Ground Lease. All leasing provisions applicable to the Property, including without limitation the terms and conditions of all Leases and this Assignment, comply in all material respects with the requirements and restrictions of the Ground Lease dated June 1, 2020. Assignor has obtained all consents and approvals required under the Ground Lease in connection with the execution and delivery of this Assignment and the granting of the security interest and assignment contemplated hereby.

4.10 No Bankruptcy. No Insolvency Proceeding is pending or, to Assignor's knowledge, threatened with respect to Assignor, any guarantor, any member or manager of Assignor, or any tenant under any Lease. Assignor is not insolvent and will not be rendered insolvent by the execution and delivery of this Assignment or the performance of its obligations hereunder.

SECTION 5 — COVENANTS OF ASSIGNOR

Assignor hereby covenants and agrees with Assignee as follows:

5.1 Performance of Lease Obligations. Assignor shall faithfully and diligently perform and observe all of Assignor's obligations as landlord under all Leases in a timely manner and in accordance with the terms and conditions of such Leases and the Loan Agreement. Assignor shall not take any action or fail to take any action that would give any tenant the right to terminate its Lease, to reduce, abate, or offset its Rent obligations, or to assert any defense or counterclaim against Assignor with respect to its Lease. Assignor shall promptly notify Assignee in writing of any material default by any tenant under any Lease and of any claim, action, or proceeding affecting any Lease.

5.2 Lease Approval Rights. Assignor shall not, without the prior written consent of Assignee (acting through Administrative Agent on behalf of the Lenders):

(a) enter into any new Lease or any amendment, modification, extension, renewal, replacement, or substitution of any existing Lease;

(b) terminate, cancel, or accept the surrender of any Lease (other than upon expiration of the stated term thereof);

(c) consent to any subletting, assignment, transfer, or other disposition of any Lease or any interest therein by any tenant;

(d) release or discharge any tenant from any obligation under any Lease;

(e) consent to the subordination of any Lease to any lien or encumbrance other than the Mortgage and this Assignment; or

(f) reduce, waive, or compromise any Rent or other amount payable under any Lease.

Notwithstanding the foregoing, Assignor may enter into Permitted Leases without the prior written consent of Assignee, provided that such Permitted Leases satisfy the parameters set forth in the Loan Agreement, including without limitation the minimum term requirements, minimum rental rate requirements, tenant creditworthiness criteria, and form lease requirements specified therein, and provided further that Assignor delivers to Assignee a copy of each such Permitted Lease within five (5) business days of execution together with a certification of compliance with the Permitted Lease parameters.

5.3 Lease Execution Requirements. All new Leases entered into by Assignor after the date hereof shall:

(a) be arm's-length, bona fide transactions with unrelated third parties for fair market rent;

(b) be expressly subordinate to the lien of the Mortgage and the rights of Assignee under this Assignment;

(c) contain subordination, non-disturbance, and attornment provisions in form and substance reasonably acceptable to Assignee, or be accompanied by a separate SNDA agreement executed by the tenant in form reasonably satisfactory to Assignee;

(d) include a Tenant Direction Letter in the form attached hereto as Exhibit C, executed by the tenant and acknowledged by Assignee, directing the tenant to remit all Rents to the Cash Management Account; and

(e) comply with the Leasing Threshold requirement set forth in the Loan Agreement, which requires that the Property achieve not less than eighty-five percent (85%) economic occupancy on or before September 15, 2029 (the "Leasing Threshold").

5.4 Delivery of Leases. Assignor shall deliver to Assignee true, correct, and complete copies of all Leases (including all exhibits, schedules, and attachments thereto), and all amendments, modifications, extensions, renewals, and related correspondence, within five (5) business days after execution thereof. Assignor shall simultaneously deliver an updated rent roll and an updated Exhibit B reflecting such new or modified Lease.

5.5 Enforcement of Leases. Assignor shall enforce all material provisions of each Lease, including without limitation provisions relating to the payment of Rent, the maintenance and repair of the demised premises, and compliance with applicable laws. Assignor shall diligently and promptly pursue all available remedies against any tenant that is in default under its Lease, including without limitation the prosecution of eviction proceedings and the pursuit of monetary damages. Assignor shall not waive, forgive, or settle any material default by any tenant without the prior written consent of Assignee.

5.6 No Collection of Advance Rent. Assignor shall not collect Rent under any Lease more than one (1) month in advance of the date on which such Rent is due and payable without the prior written consent of Assignee. Assignor shall not grant any concessions, free rent periods, rent abatements, or tenant inducements not expressly provided for in a Lease approved by Assignee or not otherwise in compliance with the Permitted Lease parameters.

5.7 Tenant Direction Letters. Assignor shall cause each tenant under each Lease to execute and deliver a Tenant Direction Letter in the form attached hereto as Exhibit C, directing such tenant to remit all Rents to the Cash Management Account maintained at Ironclad National Bank, N.A. Assignor shall deliver each executed Tenant Direction Letter to Assignee promptly upon execution thereof. Assignor shall not revoke, amend, or modify any Tenant Direction Letter without the prior written consent of Assignee. In the event any tenant fails or refuses to execute a Tenant Direction Letter, Assignor shall promptly notify Assignee and shall use commercially reasonable efforts to obtain the execution thereof.

5.8 Security Deposits. Assignor shall hold all security deposits received from tenants under Leases in strict compliance with Section 7-103 of the New York General Obligations Law and all other applicable laws and regulations. Assignor shall maintain all security deposits in separate trust accounts at a banking institution in New York State and shall not commingle security deposits with any other funds of Assignor. Assignor shall provide Assignee with evidence of compliance with the foregoing promptly upon request. Assignor shall not return, apply, or release any security deposit without the prior written consent of Assignee, except as required by applicable law or the express terms of the applicable Lease upon the expiration of such Lease and the satisfaction by the tenant of all obligations thereunder.

5.9 Ground Lease Compliance. Assignor shall not take any action or fail to take any action that would cause or permit a default under the Ground Lease or that would impair, diminish, or jeopardize the leasehold estate in the Property. All subleasing, licensing, and other occupancy arrangements with respect to the Property shall comply with the requirements and restrictions of the Ground Lease. Assignor shall promptly deliver to Assignee copies of all notices received from or sent to the ground lessor under the Ground Lease. Assignor shall not amend, modify, surrender, terminate, or consent to the termination of the Ground Lease without the prior written consent of Assignee.

5.10 Estoppel Certificates. Assignor shall obtain and deliver to Assignee tenant estoppel certificates from tenants under Leases as and when required by the Loan Agreement. Without limiting the foregoing, Assignor shall, within fifteen (15) days after receipt of a request from Assignee, obtain and deliver to Assignee estoppel certificates from tenants designated by Assignee, in form and substance reasonably satisfactory to Assignee, certifying as to the status and terms of each such tenant's Lease, including without limitation the absence of defaults, the amount of Rent and security deposits, and such other matters as Assignee may reasonably request.

5.11 Leasing Status Reports. Assignor shall deliver to Assignee, on a quarterly basis (within thirty (30) days after the end of each calendar quarter), leasing status reports in form and substance reasonably satisfactory to Assignee, which reports shall include without limitation: (a) a current certified rent roll for the Property, (b) occupancy data (including physical and economic occupancy rates), (c) a summary of the leasing pipeline (including letters of intent, proposals, and pending lease negotiations), (d) a summary of all tenant defaults and delinquencies, and (e) such other information regarding the leasing status of the Property as Assignee may reasonably request.

5.12 Property Management. All property management and leasing services with respect to the Property shall be performed by Evergreen Property Management LLC (the "Manager") or such other property manager as may be approved by Assignee in writing, pursuant to a property management agreement in form and substance approved by Assignee (the "Management Agreement"). Assignor shall not replace the Manager or amend, modify, or terminate the Management Agreement without the prior written consent of Assignee. The Management Agreement shall be subordinate to this Assignment and the Mortgage and shall contain provisions permitting Assignee to terminate the Management Agreement upon the occurrence and during the continuance of an Event of Default.

5.13 Further Assurances. Assignor shall, at Assignor's sole cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional assignments, instruments, documents, financing statements, and other assurances as Assignee may from time to time reasonably request in order to (a) perfect, protect, confirm, or further evidence the assignment and security interest granted hereby, (b) enable Assignee to exercise its rights and remedies hereunder, and (c) otherwise effectuate the purposes and intent of this Assignment.

SECTION 6 — RIGHTS AND REMEDIES OF ASSIGNEE

6.1 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, Assignee shall have, in addition to all other rights and remedies available at law, in equity, or under the Loan Documents, the following rights and remedies, which may be exercised individually or in any combination and in such order as Assignee may elect in its sole and absolute discretion:

(a) Notification of Tenants. Assignee may, without notice to or consent of Assignor, notify any or all tenants under any Leases to pay all Rents directly to Assignee or to such other person or account as Assignee may designate in writing. Each tenant receiving such notification is hereby authorized and directed by Assignor to comply with such notification and to pay all Rents to Assignee or as directed by Assignee, without any obligation to inquire into the existence or nature of any Event of Default, the validity of Assignee's claim, or the authority of Assignee to make such demand. Assignor hereby irrevocably authorizes each tenant to rely upon and comply with any such notification from Assignee. Any payment of Rents made by a tenant in compliance with such notification shall constitute a discharge of such tenant's obligation to pay Rents to the extent of such payment.

(b) Collection of Rents. Assignee may collect, sue for, settle, compromise, and receive all Rents from the Property, and may give receipts, releases, and satisfactions for Rents due, to become due, or due and unpaid.

(c) Entry and Possession. Assignee may, either in person or through agents or attorneys, enter upon and take possession of the Property or any portion thereof for the purpose of collecting Rents, and may exclude Assignor from the Property or any portion thereof. Assignor hereby agrees to cooperate fully with Assignee in connection with any such entry and possession and shall not interfere with, obstruct, or resist Assignee's exercise of its rights under this subsection.

(d) Engagement of Agents. Assignee may engage agents, employees, contractors, and property managers, including without limitation Evergreen Property Management LLC or any substitute property manager selected by Assignee in its sole discretion, to operate, manage, lease, maintain, and preserve the Property, and to collect Rents therefrom, and may pay reasonable compensation to such agents and managers from the Rents collected.

(e) Application of Rents to Obligations. Assignee may apply all Rents collected by or on behalf of Assignee to the Obligations in such order, manner, and priority as Assignee shall determine in its sole and absolute discretion, whether or not any of the Obligations are then due and payable.

(f) Exercise of Landlord Rights. Assignee may exercise all rights, powers, privileges, and remedies of the landlord under any Lease, including without limitation the right to enforce the terms thereof, to collect Rents, to terminate Leases, to evict tenants, and to re-lease the demised premises.

(g) Execution of New Leases. Assignee may execute and enter into new Leases covering the Property or any portion thereof on such terms and conditions as Assignee deems appropriate in its sole discretion, and all such Leases shall be binding upon Assignor and Assignor's successors and assigns.

(h) Exercise of Statutory Rights. Assignee may exercise all rights and remedies available under Article 13 of the New York Real Property Law, Section 291-f of the New York Real Property Law, Section 13-103 of the New York General Obligations Law, and any other applicable law, statute, or regulation.

6.2 Receiver. Assignee shall be entitled, as a matter of right and without regard to the adequacy of the security for the Obligations, the solvency or insolvency of Assignor, or the existence of waste or any other grounds typically required for the appointment of a receiver, to the appointment of a receiver for the Property and the Rents, including a receiver of all or any portion of the Rents. Any such receiver may be appointed by any court of competent jurisdiction upon ex parte application by Assignee, without notice to Assignor, in accordance with Section 6401 of the New York Civil Practice Law and Rules ("CPLR") and any other applicable law. Assignor hereby consents to the appointment of such a receiver and waives any right to notice, hearing, or other procedural requirements in connection therewith to the fullest extent permitted by applicable law. Any receiver so appointed shall have all powers and authorities customarily granted to receivers under New York law, including without limitation the power to collect Rents, manage and operate the Property, make repairs and improvements, enter into Leases, and incur expenses necessary for the preservation of the Property. The receiver's fees and expenses shall be paid from Rents collected and shall constitute part of the Obligations secured by this Assignment.

6.3 No Duty to Perform. Neither Assignee nor any receiver appointed at the request of Assignee shall be obligated to perform or discharge any obligation or duty of Assignor under any Lease, nor shall Assignee or any receiver be required to make any inquiry regarding the nature or sufficiency of any payment received from any tenant or the terms of any Lease. Assignee shall not be liable for any acts or omissions in connection with the exercise of its rights under this Assignment or for any loss or damage sustained by Assignor or any tenant as a result thereof, except in the case of Assignee's gross negligence or willful misconduct.

6.4 No Waiver. Neither the exercise nor the failure or delay in exercising any right, power, privilege, or remedy under this Assignment shall constitute a waiver thereof, and no single or partial exercise of any right, power, privilege, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. All rights and remedies of Assignee under this Assignment are cumulative and are in addition to, and not in limitation of, all rights and remedies of Assignee under the Mortgage, the Loan Agreement, the Note, the other Loan Documents, and applicable law.

6.5 Application of Rents. Any Rents collected by Assignee following the occurrence of an Event of Default shall be applied in the following order of priority, unless Assignee elects a different order in its sole discretion: (a) first, to the payment of all costs of collection, management, operation, and preservation of the Property, including without limitation receiver's fees and expenses, reasonable attorneys' fees and expenses, property management fees, insurance premiums, real property taxes, and ground rent under the Ground Lease; and (b) second, to the Obligations in such order and manner as provided in the Loan Agreement, or in such other order and manner as Assignee may determine in its sole and absolute discretion. Any surplus remaining after the payment in full of all Obligations and costs shall be paid to Assignor or to any other person legally entitled thereto.

6.6 No Mortgagee in Possession. The collection of Rents by Assignee, the entry upon or taking of possession of the Property by Assignee, or the appointment of a receiver for the Property and the Rents shall not make Assignee a "mortgagee in possession" and shall not impose upon Assignee any duty, obligation, or liability to manage, maintain, repair, operate, or control the Property or to assume any obligation or responsibility under any Lease. Assignee shall not be liable for any injury or damage to person or property sustained in or about the Property or for any other claim arising in connection with the management, operation, or control of the Property, except to the extent caused by Assignee's gross negligence or willful misconduct.

6.7 UCC Remedies. To the extent that any Rents or any other property assigned hereby constitutes personal property or is otherwise subject to Article 9 of the Uniform Commercial Code as adopted in the State of New York (the "UCC"), Assignee shall have, in addition to all other rights and remedies provided herein and in the other Loan Documents, all rights and remedies of a secured party under Article 9 of the UCC, including without limitation the right to sell, assign, or otherwise dispose of such property at public or private sale and to apply the proceeds thereof to the Obligations. Assignor acknowledges that this Assignment constitutes a security agreement within the meaning of Article 9 of the UCC with respect to such personal property.

SECTION 7 — SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT

7.1 Subordination of Leases. All Leases now existing or hereafter entered into covering all or any portion of the Property shall be, and are hereby declared to be, subordinate in all respects to the lien of the Mortgage and the rights of Assignee under this Assignment, and to any and all renewals, extensions, modifications, consolidations, and replacements thereof, unless Assignee shall elect otherwise in a writing executed by Assignee or its authorized representative. In the event of any inconsistency between the terms of any Lease and the terms of this Assignment or the Mortgage, the terms of this Assignment and the Mortgage shall prevail.

7.2 SNDA Agreements. Assignee may, in its sole discretion, enter into subordination, non-disturbance, and attornment agreements ("SNDA Agreements") with tenants under Leases in form and substance reasonably satisfactory to Assignee. Assignor shall cooperate fully with Assignee in obtaining the execution and delivery of SNDA Agreements from tenants, including without limitation by providing tenant contact information, facilitating communications between Assignee and tenants, and incorporating SNDA provisions into the form of Lease used by Assignor. The decision of whether to enter into an SNDA Agreement with any particular tenant shall be within the sole and absolute discretion of Assignee. No failure or refusal by Assignee to enter into an SNDA Agreement with any tenant shall create any obligation on the part of Assignee to such tenant or affect the subordination of such tenant's Lease to the Mortgage and this Assignment.

7.3 Attornment. Each Lease now existing or hereafter entered into shall provide, or Assignor shall cause each Lease to provide, that upon (a) the foreclosure of the Mortgage (whether by judicial proceeding, power of sale, or otherwise), (b) the acceptance of a deed in lieu of foreclosure, or (c) any other transfer of the Property in connection with the enforcement of the Mortgage or this Assignment, the tenant under such Lease shall attorn to and recognize Assignee, the purchaser at any foreclosure sale, the grantee under any deed in lieu of foreclosure, or any other transferee as the landlord under such Lease, and the Lease shall continue in full force and effect as a direct lease between such successor landlord and the tenant, upon and subject to all of the terms and conditions of such Lease. Such attornment shall be effective and self-operative without the execution of any further instrument, but the tenant shall execute such confirmation of attornment as Assignee or any successor landlord may reasonably request.

SECTION 8 — BANKRUPTCY AND INSOLVENCY PROVISIONS

8.1 Assignment Absolute. The parties hereto acknowledge and agree that the assignment of Leases and Rents set forth in this Assignment is absolute and unconditional, and that Assignee is entitled to all Rents as a matter of right, and not merely as "adequate protection" or otherwise, in any Insolvency Proceeding involving Assignor, any tenant, or any other party. In any such Insolvency Proceeding, Assignee shall be entitled to receive Rents as the holder of an absolute assignment thereof, without limitation by any court order providing for the use of cash collateral or otherwise. To the extent that any court of competent jurisdiction determines that this Assignment does not constitute an absolute assignment of Rents, then, as between Assignor and Assignee, Assignee shall be entitled to adequate protection in an amount equal to all Rents from the Property, net of reasonable operating expenses, as such Rents become due and payable.

8.2 Perfection. This Assignment is effective upon execution and delivery by Assignor and shall be perfected against third parties, including without limitation any trustee, receiver, or debtor in possession, upon the recording of this Assignment in the Office of the City Register of the City of New York, New York County. The recording of this Assignment constitutes perfection in accordance with Section 291-f of the New York Real Property Law. The assignment of Rents set forth herein is enforceable against Assignor, any tenant, any guarantor, and any trustee, receiver, debtor in possession, or other representative of the estate of Assignor in any Insolvency Proceeding. No further action, filing, or recording shall be required to maintain the perfection of the assignment and security interest granted hereby, although Assignee may, at Assignor's expense, file UCC financing statements or take such other action as Assignee deems advisable to confirm or enhance the perfection of such assignment and security interest.

8.3 Waiver of Automatic Stay. To the fullest extent permitted by applicable law, Assignor hereby consents to and shall not oppose any motion or application by Assignee for relief from the automatic stay imposed by Section 362 of the United States Bankruptcy Code (11 U.S.C. § 362) in any Insolvency Proceeding involving Assignor, to allow Assignee to enforce this Assignment and to collect Rents from the Property. Assignor acknowledges that Assignee's interest in the Rents constitutes a property interest that is not property of Assignor's estate within the meaning of Section 541 of the Bankruptcy Code, and that the automatic stay does not apply to the exercise by Assignee of its rights under this Assignment to the Rents. In the event that any court determines that the automatic stay applies to Assignee's exercise of its rights under this Assignment, Assignor agrees that Assignee shall be entitled to adequate protection in accordance with Section 361 of the Bankruptcy Code, including without limitation the payment of all Rents to Assignee as they become due and payable, net of reasonable operating expenses approved by the court.

8.4 Single-Purpose Entity. Assignor is and shall remain a special-purpose entity whose organizational documents require strict compliance with the separateness covenants set forth in the Loan Agreement. Without limiting the generality of the foregoing, Assignor shall not (a) file or consent to the filing of a voluntary petition for bankruptcy, reorganization, or similar relief under any applicable insolvency law, or (b) consent to the entry of an order for relief in any involuntary bankruptcy case commenced against Assignor, without the unanimous prior written consent of all independent directors or independent managers of Assignor (as applicable), as required by the organizational documents of Assignor and the Loan Agreement. The provisions of this Section 8.4 are included for the benefit of Assignee and the Lenders and may not be amended, modified, or waived without the prior written consent of Assignee.

SECTION 9 — MISCELLANEOUS

9.1 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed duly given and received in accordance with the notice provisions set forth in the Loan Agreement, and shall be delivered to the respective parties at the following addresses (or to such other address as a party may designate by written notice to the other party in accordance with this Section):

If to Assignor:

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

Attention: Marcus Jennings, Vice President, Real Estate Development

Telephone: (312) 555-8200

Email: mjennings@mtdc-chi.org

with a copy to:

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

Attention: Douglas Fairchild, Esq.

Telephone: (212) 555-4100

Email: dfairchild@calderwoodharkness.com

If to Assignee:

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

Attention: Kenneth Pryor, Managing Director, Real Estate Finance

Telephone: (212) 555-7300

Email: kenneth.pryor@ironcladbank.com

with a copy to:

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

Attention: Harrison Whitmore, Esq.

Telephone: (212) 555-9500

Email: hwhitmore@clearfieldlaw.com

9.2 Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any choice of law or conflict of law rules or provisions, whether of the State of New York or any other jurisdiction, that would cause the application of the laws of any jurisdiction other than the State of New York), except to the extent that federal law applicable to the rights, powers, and obligations of national banking associations may preempt state law.

9.3 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Assignor shall not assign, transfer, or otherwise dispose of its rights or obligations under this Assignment without the prior written consent of Assignee. Assignee may assign, transfer, or participate its rights under this Assignment in whole or in part without the consent of Assignor, subject to the terms and conditions of the Loan Agreement.

9.4 Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Assignment shall not in any way be affected or impaired thereby, and each such remaining provision shall continue in full force and effect. Any provision of this Assignment held invalid, illegal, or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid, illegal, or unenforceable.

9.5 Amendments. This Assignment may not be modified, amended, waived, supplemented, discharged, cancelled, or terminated, nor may any of the provisions hereof be waived, except by a written instrument executed by Assignor and Assignee. No oral agreement or course of dealing shall modify or amend any provision of this Assignment.

9.6 Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by facsimile or electronic transmission (including ".pdf" format) shall be effective as delivery of a manually executed counterpart thereof.

9.7 Headings. The headings and captions of the sections of this Assignment are inserted for convenience of reference only and shall not be considered a part of, or affect the construction or interpretation of, any provision of this Assignment.

9.8 No Merger. This Assignment shall not merge with the Mortgage and shall remain a separate and distinct instrument, notwithstanding the fact that both instruments may be held by the same person or entity. No merger of the leasehold interest in the Property (held by Assignor pursuant to the Ground Lease) and the fee interest in the Property (held by NYCEDC) shall occur without the prior written consent of Assignee, and any such merger occurring without such consent shall not impair or affect the lien of the Mortgage or the assignment contained herein.

9.9 Relationship to Mortgage. This Assignment is intended to supplement, and not to supersede, limit, or replace, the assignment of leases and rents contained in the Mortgage. The provisions of this Assignment and the assignment of leases and rents contained in the Mortgage are cumulative and shall be read and construed together. In the event of any conflict or inconsistency between the provisions of this Assignment and the assignment of

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, NY 10022
Attention: Harrison Whitmore, Esq.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
ASSIGNMENT OF LEASES AND RENTS
by
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company
Assignor
to
IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent for the Lenders
Assignee
Dated as of June 15, 2025
Location of Premises: 450 West 34th Street New York, New York 10001
Borough of Manhattan Block 729, Lots 1, 5, 12, 15 County of New York, State of New York
Prepared by and upon recording return to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, NY 10022
Attention: Harrison Whitmore, Esq.
[SPACE FOR COUNTY CLERK STAMPS AND CRFN]
ASSIGNMENT OF LEASES AND RENTS
This ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made as of June 15, 2025, by HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, having its principal place of business c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 ("Assignor"), to IRONCLAD NATIONAL BANK, N.A., a national banking association, having an office at 277 Park Avenue, New York, New York 10172, in its capacity as Administrative Agent for the Lenders (as hereinafter defined) ("Assignee").
RECITALS
WHEREAS, Assignor is a Delaware limited liability company and single-purpose entity that is the holder of the leasehold interest in certain real property located at 450 West 34th Street, New York, New York 10001, Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15, County of New York, State of New York (the "Property"), pursuant to that certain Ground Lease dated as of June 1, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the "Ground Lease"), between New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("MTDC"), as original ground lessee, which Ground Lease was recorded in the Office of the City Register of the City of New York, New York County, on June 12, 2020, under CRFN 2020000198762, and which leasehold interest was subsequently assigned to Assignor pursuant to that certain Assignment and Assumption of Ground Lease dated as of March 15, 2024, recorded in the Office of the City Register of the City of New York, New York County, on March 22, 2024, under CRFN 2024000087431;
WHEREAS, Assignor has obtained a senior mortgage loan (the "Loan") in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), made by Ironclad National Bank, N.A. ("Ironclad"), Ridgeline Savings Bank, Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Lenders"), pursuant to and in accordance with the terms and conditions of that certain Building Loan Agreement and Project Loan Agreement, each dated as of June 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, collectively, the "Loan Agreement"), by and among Assignor, as borrower, Assignee, as administrative agent, and the Lenders;
WHEREAS, the Loan is evidenced by that certain Promissory Note dated as of June 15, 2025, in the aggregate principal amount of $475,000,000.00, made by Assignor in favor of Assignee, for the benefit of the Lenders (as amended, restated, supplemented, or otherwise modified from time to time, the "Note");
WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), from Assignor to Assignee, covering the Property and all improvements now or hereafter located thereon (the "Improvements"), recorded in the Office of the City Register of the City of New York, New York County, concurrently herewith;
WHEREAS, Assignor is the owner of all right, title, and interest in and to all present and future leases, subleases, licenses, concessions, occupancy agreements, and other agreements covering all or any portion of the Property, together with all rents, income, revenues, issues, profits, and proceeds arising therefrom (collectively, the "Leases" and "Rents," as more particularly defined herein); and
WHEREAS, Assignor desires to execute and deliver this Assignment to Assignee as additional security for the Loan, the Note, and all other obligations and indebtedness of Assignor arising under or in connection with the Loan Documents (as defined in the Loan Agreement), and Assignee requires this Assignment as a condition to making the Loan.
NOW, THEREFORE, in consideration of the Loan and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby agrees as follows:
GRANTING CLAUSE
Assignor hereby irrevocably, presently, absolutely, and unconditionally assigns, transfers, conveys, and sets over unto Assignee, and grants to Assignee a continuing security interest in, all of Assignor's right, title, and interest in, to, and under:
(a) all Leases now existing or hereafter entered into covering all or any portion of the Property, including without limitation all space leases, subleases, licenses, concessions, occupancy agreements, tenancy-at-will arrangements, and all other agreements of any kind or character (whether written or oral) pursuant to which any person or entity has or obtains the right to use, occupy, or possess all or any part of the Property or the Improvements;
(b) all Rents, including without limitation all fixed rent, base rent, minimum rent, additional rent, percentage rent, overage rent, parking revenues, common area maintenance reimbursements, tax reimbursements, insurance reimbursements, operating expense reimbursements, escalation payments, real estate tax escalation payments, utility charges, service charges, and all other sums of any kind whatsoever payable under or by virtue of any Lease, whether now due or hereafter to become due;
(c) all profits, royalties, revenues, income, issues, and proceeds arising from the use, enjoyment, occupancy, or operation of the Property or any portion thereof;
(d) all guarantees, indemnities, warranties, and undertakings of or relating to any Lease or Rent obligations, including without limitation all guarantees of any tenant's obligations under any Lease;
(e) all security deposits, prepaid rents, last month's rents, letters of credit, surety bonds, cash collateral, and all other forms of tenant credit support held by or on behalf of Assignor with respect to any Lease, together with all interest or income earned thereon;
(f) all claims and rights to the payment of damages, penalties, and amounts recoverable arising from any default under or breach of any Lease, and all rights of Assignor to terminate or cancel any Lease;
(g) all rights and remedies of Assignor for the collection, enforcement, and recovery of Rents, including without limitation rights of distress, distraint, attachment, replevin, and similar legal and equitable remedies;
(h) all rights of Assignor to determine, modify, amend, consent to, or approve any action or matter under any Lease, to the extent not otherwise restricted by the Loan Documents; and
(i) all proceeds of the foregoing, including without limitation all proceeds of the conversion (whether voluntary or involuntary) of any of the foregoing into cash or liquidated claims, including without limitation all insurance proceeds, condemnation awards, and payments in lieu of condemnation.
This Assignment is a present, absolute, and unconditional assignment and is not merely an assignment for additional security purposes. Notwithstanding the foregoing, the absolute nature of this Assignment is subject to the revocable license granted by Assignee to Assignor in Section 3 below, which license permits Assignor to collect and apply Rents from the Property in accordance with the terms and conditions of the Loan Documents unless and until such license is revoked as provided herein. This Assignment is made to secure the Loan in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), together with all interest thereon, all fees, costs, charges, expenses, late charges, default interest, prepayment premiums, exit fees, and all other Obligations (as hereinafter defined) arising under the Note, the Loan Agreement, the Mortgage, and each of the other Loan Documents.
SECTION 1 — DEFINITIONS
1.1 Incorporation by Reference. Unless otherwise defined herein, all capitalized terms used in this Assignment shall have the meanings ascribed to such terms in the Loan Agreement dated as of June 15, 2025. In the event of any conflict between the definitions contained herein and those contained in the Loan Agreement, the definitions contained in the Loan Agreement shall control, except with respect to terms expressly defined in this Assignment.
1.2 Defined Terms. As used in this Assignment, the following terms shall have the following meanings:
"Assignment" means this Assignment of Leases and Rents, as amended, restated, supplemented, or otherwise modified from time to time.
"Assignee" means Ironclad National Bank, N.A., a national banking association, in its capacity as Administrative Agent for the Lenders under the Loan Agreement, and its successors and assigns in such capacity.
"Assignor" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, and its permitted successors and assigns.
"Cash Management Account" has the meaning ascribed to such term in the Loan Agreement and refers to the hard lockbox deposit account maintained at Ironclad National Bank, N.A. into which all Rents are required to be deposited.
"Cash Sweep Event" has the meaning ascribed to such term in the Loan Agreement and means the occurrence of any of the following: (a) the Debt Service Coverage Ratio for the Property falls below 1.10x for any Determination Period, or (b) the occurrence and continuance of an Event of Default under the Loan Agreement.
"Event of Default" has the meaning ascribed to such term in the Loan Agreement.
"Ground Lease" means that certain ground lease dated as of June 1, 2020, between NYCEDC, as ground lessor, and Metropolitan Transit Development Corp., as original ground lessee (as assigned to Assignor), recorded in the Office of the City Register of the City of New York, New York County, under CRFN 2020000198762, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Documents.
"Insolvency Proceeding" means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended, or under any other federal, state, or foreign bankruptcy or insolvency law, or any assignment for the benefit of creditors, or any formal or informal proceeding for the marshaling of assets or liabilities, or any other insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, or similar proceeding.
"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, tenancy-at-will arrangements, and all other agreements of any kind (whether written or oral), now existing or hereafter entered into, covering all or any part of the Property or the Improvements, together with all amendments, extensions, renewals, replacements, and substitutions thereof and therefor, and all new tenancies arising by operation of law.
"Lenders" means, collectively, Ironclad National Bank, N.A., Ridgeline Savings Bank, Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and Meridian Pacific Bank, and their respective successors and assigns.
"Loan" means the senior mortgage loan in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) made by the Lenders to Assignor pursuant to the Loan Agreement.
"Loan Agreement" means the Building Loan Agreement and the Project Loan Agreement, each dated as of June 15, 2025, by and among Assignor, Assignee, and the Lenders, as amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning ascribed to such term in the Loan Agreement and includes, without limitation, the Note, the Mortgage, this Assignment, the Environmental Indemnity Agreement, the Guaranty, the Cash Management Agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Loan.
"Mortgage" means the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2025, from Assignor to Assignee, covering the Property and the Improvements, recorded in the Office of the City Register of the City of New York, New York County, concurrently herewith, as amended, restated, supplemented, or otherwise modified from time to time.
"Note" means the Promissory Note dated as of June 15, 2025, in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), made by Assignor in favor of Assignee, for the benefit of the Lenders, as amended, restated, supplemented, or otherwise modified from time to time.
"Obligations" means all indebtedness, liabilities, and obligations of Assignor to Assignee and the Lenders arising under or in connection with the Note, the Loan Agreement, the Mortgage, this Assignment, and the other Loan Documents, including without limitation the obligation to pay the principal of, interest on, and all other amounts due under the Note and the Loan Agreement, together with all fees, costs, charges, expenses, indemnities, late charges, default interest, prepayment premiums, exit fees, and all other sums payable thereunder.
"Permitted Leases" means Leases that satisfy the requirements set forth in the Loan Agreement, including without limitation the minimum term, rental rate, tenant creditworthiness, and form lease requirements specified therein.
"Property" means the real property described on Exhibit A attached hereto and made a part hereof, together with all Improvements now or hereafter located thereon, as more fully described in the Mortgage.
"Rents" means all rents, income, receipts, revenues, issues, profits, royalties, and proceeds from the Property or any Lease or from the use, enjoyment, occupancy, or operation of the Property or any portion thereof, including without limitation all fixed rent, base rent, minimum rent, additional rent, percentage rent, overage rent, parking revenues, common area maintenance reimbursements, tax and insurance reimbursements, escalation payments, utility charges, service charges, security deposits, prepaid rents, letters of credit, and all other sums payable under or by virtue of any Lease, together with all proceeds thereof.
SECTION 2 — ASSIGNMENT; NATURE OF ASSIGNMENT
2.1 Grant of Assignment. Assignor hereby confirms that the assignment set forth in the Granting Clause of this Assignment is a present, absolute, and unconditional assignment of all of Assignor's right, title, and interest in, to, and under all Leases and Rents, and is not merely an assignment for security purposes only. This Assignment is intended to satisfy and does satisfy the perfection requirements of Section 291-f of the New York Real Property Law ("RPL") and Section 13-103 of the New York General Obligations Law ("GOL"), and shall be perfected upon the recording of this Assignment in the Office of the City Register of the City of New York, New York County. The recording of this Assignment shall constitute constructive notice to all persons, including without limitation all tenants, subtenants, licensees, and occupants of the Property, of the rights of Assignee hereunder. To the extent that any court of competent jurisdiction determines that this Assignment constitutes an assignment for security purposes, Assignor hereby grants to Assignee a first priority security interest in all Leases and Rents as additional and supplemental security for the Obligations.
2.2 Purpose. This Assignment is made for the purpose of securing all Obligations of Assignor under the Loan Documents, including without limitation the Loan in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), all interest thereon (accruing at a rate per annum equal to Term SOFR plus 425 basis points, with a 1.00% SOFR floor, as more particularly set forth in the Note), all fees, costs, charges, expenses, indemnities, late charges, default interest (at the Default Rate specified in the Loan Agreement), prepayment premiums, exit fees (equal to 0.25% of the outstanding principal balance of the Loan at the time of repayment), and all other sums payable under the Note, the Loan Agreement, and the other Loan Documents. This Assignment shall remain in full force and effect until the indefeasible payment in full of all Obligations and the termination of the Loan Agreement.
2.3 Scope. This Assignment covers and encumbers: (a) all Leases now existing with respect to the Property or any portion thereof; (b) all Leases hereafter executed, entered into, or arising by operation of law with respect to the Property or any portion thereof; (c) all amendments, modifications, extensions, renewals, replacements, and substitutions of any Lease; (d) all new tenancies, whether arising from holdover tenancies, tenancies at will, tenancies at sufferance, or otherwise; and (e) all Rents arising from or payable under any of the foregoing. The scope of this Assignment is intended to be as broad as possible and shall be construed to include all rights and interests of Assignor in any occupancy arrangement or revenue stream related to the Property.
2.4 Cross-Collateralization. This Assignment secures the same Obligations as are secured by the Mortgage, and the rights and remedies of Assignee under this Assignment are supplemental to, and not in substitution for, the assignment of leases and rents contained in the Mortgage. The rights and remedies of Assignee under this Assignment may be exercised independently of, concurrently with, or in any combination with, the rights and remedies of Assignee under the Mortgage and the other Loan Documents. No release, satisfaction, or discharge of the Mortgage shall affect or impair this Assignment unless this Assignment is expressly released in writing by Assignee, and no release, satisfaction, or discharge of this Assignment shall affect or impair the Mortgage unless the Mortgage is expressly released in writing by Assignee.
SECTION 3 — LICENSE TO COLLECT RENTS
3.1 Revocable License. Subject to the terms and conditions of this Assignment and the Loan Agreement, Assignee hereby grants to Assignor a revocable license (the "License") to collect, receive, use, and apply Rents from the Property. The License is granted as a matter of accommodation to Assignor and shall be exercisable only in strict compliance with the terms and conditions of the Loan Documents, including without limitation the cash management requirements, the hard lockbox provisions, and the waterfall disbursement provisions set forth in the Loan Agreement. The License is personal to Assignor and may not be assigned, transferred, or delegated to any other person or entity. Assignee's grant of the License shall not in any way limit or impair the absolute nature of the assignment of Leases and Rents set forth herein.
3.2 Application of Rents. During the continuance of the License and provided no Event of Default or Cash Sweep Event has occurred and is continuing, Assignor shall apply all Rents received by or on behalf of Assignor in the following order of priority, as more particularly set forth in the Loan Agreement:
(a) first, to the payment of real property taxes, assessments, and other governmental charges applicable to the Property;
(b) second, to the payment of premiums for insurance coverage required under the Loan Documents;
(c) third, to the payment of ground rent due and payable under the Ground Lease in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum, payable in equal quarterly installments;
(d) fourth, to the payment of operating expenses of the Property, including without limitation property management fees, utility charges, maintenance and repair costs, and other reasonable and customary operating expenses approved by Assignee;
(e) fifth, to the payment of debt service on the Loan, including all scheduled payments of principal and interest due and payable under the Note and the Loan Agreement;
(f) sixth, to the funding of all required reserve accounts, including without limitation the tax and insurance escrow accounts, the replacement reserve account, the tenant improvement and leasing commission reserve account, and any other reserve accounts required under the Loan Agreement; and
(g) seventh, to the extent of any remaining balance, to waterfall distributions to Assignor in accordance with the terms and conditions of the Loan Agreement, subject to all distribution conditions precedent set forth therein.
3.3 Automatic Revocation. The License granted in Section 3.1 above shall be automatically and immediately revoked, without the requirement of any notice, demand, or other action by Assignee, upon the occurrence and during the continuance of any of the following events:
(a) an Event of Default under the Loan Agreement;
(b) a Cash Sweep Event (including without limitation any period during which the Debt Service Coverage Ratio for the Property falls below 1.10x for any Determination Period, as calculated in accordance with the Loan Agreement); or
(c) the commencement of any Insolvency Proceeding by or against Assignor, any guarantor, or any other person or entity that is a party to the Loan Documents.
Upon revocation of the License, all Rents thereafter received by Assignor shall be held by Assignor in trust for the benefit of Assignee and shall be promptly remitted to Assignee or deposited into the Cash Management Account. Assignor shall have no right to use, apply, or distribute any Rents after revocation of the License except as expressly directed by Assignee in writing. The License may be reinstated by Assignee in its sole and absolute discretion upon the cure of all Events of Default and the cessation of any Cash Sweep Event, provided that any such reinstatement shall not limit or impair Assignee's right to revoke the License upon any subsequent occurrence of any of the foregoing events.
3.4 Hard Lockbox. All Rents from the Property shall at all times be directed to and collected through the Cash Management Account maintained by Assignor at Ironclad National Bank, N.A. in accordance with the Cash Management Agreement and the Loan Agreement. Assignor shall, promptly upon the execution of each Lease, cause the tenant under such Lease to execute and deliver a tenant direction letter in the form attached hereto as Exhibit C (a "Tenant Direction Letter"), directing such tenant to remit all Rents directly to the Cash Management Account. Assignor shall not direct or permit any tenant to remit any Rents to any account other than the Cash Management Account. Any Rents received by Assignor directly (whether by check, electronic transfer, or otherwise) shall be deposited by Assignor into the Cash Management Account within one (1) business day of receipt.
3.5 Springing Cash Sweep. Upon the occurrence and during the continuance of a Cash Sweep Event, all Rents deposited in the Cash Management Account shall be swept on each business day to one or more accounts controlled by Assignee in accordance with the terms and conditions of the Loan Agreement. During the continuance of a Cash Sweep Event, Assignee shall have sole and exclusive control over the disbursement of all Rents, and Assignor shall have no right to withdraw or direct the withdrawal of any funds from the Cash Management Account or any other account controlled by Assignee without the prior written consent of Assignee. The Rents swept to accounts controlled by Assignee shall be applied in the order of priority set forth in Section 3.2 above, as determined by Assignee in its reasonable discretion.
SECTION 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows, which representations and warranties shall survive the execution and delivery of this Assignment and shall be deemed continuing representations and warranties during the term of the Loan:
4.1 Title. Assignor is the holder of the leasehold interest in the Property pursuant to the Ground Lease and is the sole owner of all right, title, and interest in and to all Leases covering the Property or any portion thereof. Assignor's leasehold interest in the Property is free and clear of all liens, encumbrances, and adverse claims, except for the Permitted Encumbrances identified in the Mortgage and the Loan Agreement.
4.2 Authority. Assignor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of New York. The execution, delivery, and performance of this Assignment have been duly authorized by all requisite organizational action on the part of Assignor, including without limitation the approval of Assignor's sole member, Metropolitan Transit Development Corp. No other consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or any other person or entity is required in connection with the execution, delivery, or performance of this Assignment by Assignor, except such as have been duly obtained or made.
4.3 Enforceability. This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
4.4 No Prior Assignment. Assignor has not previously executed or delivered any assignment of Leases or Rents covering the Property or any portion thereof, other than assignments previously disclosed to Assignee in writing and released or terminated in connection with the closing of the Loan. This Assignment constitutes a first-priority assignment of all Leases and Rents from the Property, subject only to the Permitted Encumbrances. No other person or entity holds any interest in or lien upon any Leases or Rents from the Property that is senior to or on parity with the interest and lien of Assignee under this Assignment.
4.5 No Default Under Leases. As of the date hereof, no default or event of default exists under any Lease affecting the Property, and no event has occurred that, with the giving of notice, the passage of time, or both, would constitute a default under any Lease. To Assignor's knowledge, no tenant has asserted any defense, offset, claim, or counterclaim with respect to its obligations under any Lease.
4.6 Schedule of Leases. The schedule of Leases attached hereto as Exhibit B is true, correct, and complete in all material respects as of the date hereof and sets forth all Leases affecting the Property as of such date. As of the Closing Date (June 15, 2025), the project consisting of the Improvements to be constructed on the Property (the "Project") is in the pre-construction and construction phase, and Exhibit B may reflect "NONE" or may reference any pre-lease arrangements or letters of intent in effect as of the date hereof. Assignor shall supplement Exhibit B from time to time as Leases are executed during construction and lease-up in accordance with Section 5.4 hereof.
4.7 No Prepaid Rent. No Rent under any Lease has been collected more than one (1) month in advance of the date on which such Rent is due. No concessions, free rent periods, rent abatements, tenant improvement allowances, moving allowances, or other inducements have been granted to any tenant except as disclosed to Assignee in writing and set forth on Exhibit B.
4.8 Security Deposits. All security deposits received by Assignor from tenants under Leases are held in compliance with Section 7-103 of the New York General Obligations Law and all other applicable laws and regulations. All such security deposits are and shall be maintained in separate trust accounts as required by law and are not commingled with the general funds of Assignor. The amount of each security deposit held by Assignor is accurately set forth on Exhibit B.
4.9 Compliance with Ground Lease. All leasing provisions applicable to the Property, including without limitation the terms and conditions of all Leases and this Assignment, comply in all material respects with the requirements and restrictions of the Ground Lease dated June 1, 2020. Assignor has obtained all consents and approvals required under the Ground Lease in connection with the execution and delivery of this Assignment and the granting of the security interest and assignment contemplated hereby.
4.10 No Bankruptcy. No Insolvency Proceeding is pending or, to Assignor's knowledge, threatened with respect to Assignor, any guarantor, any member or manager of Assignor, or any tenant under any Lease. Assignor is not insolvent and will not be rendered insolvent by the execution and delivery of this Assignment or the performance of its obligations hereunder.
SECTION 5 — COVENANTS OF ASSIGNOR
Assignor hereby covenants and agrees with Assignee as follows:
5.1 Performance of Lease Obligations. Assignor shall faithfully and diligently perform and observe all of Assignor's obligations as landlord under all Leases in a timely manner and in accordance with the terms and conditions of such Leases and the Loan Agreement. Assignor shall not take any action or fail to take any action that would give any tenant the right to terminate its Lease, to reduce, abate, or offset its Rent obligations, or to assert any defense or counterclaim against Assignor with respect to its Lease. Assignor shall promptly notify Assignee in writing of any material default by any tenant under any Lease and of any claim, action, or proceeding affecting any Lease.
5.2 Lease Approval Rights. Assignor shall not, without the prior written consent of Assignee (acting through Administrative Agent on behalf of the Lenders):
(a) enter into any new Lease or any amendment, modification, extension, renewal, replacement, or substitution of any existing Lease;
(b) terminate, cancel, or accept the surrender of any Lease (other than upon expiration of the stated term thereof);
(c) consent to any subletting, assignment, transfer, or other disposition of any Lease or any interest therein by any tenant;
(d) release or discharge any tenant from any obligation under any Lease;
(e) consent to the subordination of any Lease to any lien or encumbrance other than the Mortgage and this Assignment; or
(f) reduce, waive, or compromise any Rent or other amount payable under any Lease.
Notwithstanding the foregoing, Assignor may enter into Permitted Leases without the prior written consent of Assignee, provided that such Permitted Leases satisfy the parameters set forth in the Loan Agreement, including without limitation the minimum term requirements, minimum rental rate requirements, tenant creditworthiness criteria, and form lease requirements specified therein, and provided further that Assignor delivers to Assignee a copy of each such Permitted Lease within five (5) business days of execution together with a certification of compliance with the Permitted Lease parameters.
5.3 Lease Execution Requirements. All new Leases entered into by Assignor after the date hereof shall:
(a) be arm's-length, bona fide transactions with unrelated third parties for fair market rent;
(b) be expressly subordinate to the lien of the Mortgage and the rights of Assignee under this Assignment;
(c) contain subordination, non-disturbance, and attornment provisions in form and substance reasonably acceptable to Assignee, or be accompanied by a separate SNDA agreement executed by the tenant in form reasonably satisfactory to Assignee;
(d) include a Tenant Direction Letter in the form attached hereto as Exhibit C, executed by the tenant and acknowledged by Assignee, directing the tenant to remit all Rents to the Cash Management Account; and
(e) comply with the Leasing Threshold requirement set forth in the Loan Agreement, which requires that the Property achieve not less than eighty-five percent (85%) economic occupancy on or before September 15, 2029 (the "Leasing Threshold").
5.4 Delivery of Leases. Assignor shall deliver to Assignee true, correct, and complete copies of all Leases (including all exhibits, schedules, and attachments thereto), and all amendments, modifications, extensions, renewals, and related correspondence, within five (5) business days after execution thereof. Assignor shall simultaneously deliver an updated rent roll and an updated Exhibit B reflecting such new or modified Lease.
5.5 Enforcement of Leases. Assignor shall enforce all material provisions of each Lease, including without limitation provisions relating to the payment of Rent, the maintenance and repair of the demised premises, and compliance with applicable laws. Assignor shall diligently and promptly pursue all available remedies against any tenant that is in default under its Lease, including without limitation the prosecution of eviction proceedings and the pursuit of monetary damages. Assignor shall not waive, forgive, or settle any material default by any tenant without the prior written consent of Assignee.
5.6 No Collection of Advance Rent. Assignor shall not collect Rent under any Lease more than one (1) month in advance of the date on which such Rent is due and payable without the prior written consent of Assignee. Assignor shall not grant any concessions, free rent periods, rent abatements, or tenant inducements not expressly provided for in a Lease approved by Assignee or not otherwise in compliance with the Permitted Lease parameters.
5.7 Tenant Direction Letters. Assignor shall cause each tenant under each Lease to execute and deliver a Tenant Direction Letter in the form attached hereto as Exhibit C, directing such tenant to remit all Rents to the Cash Management Account maintained at Ironclad National Bank, N.A. Assignor shall deliver each executed Tenant Direction Letter to Assignee promptly upon execution thereof. Assignor shall not revoke, amend, or modify any Tenant Direction Letter without the prior written consent of Assignee. In the event any tenant fails or refuses to execute a Tenant Direction Letter, Assignor shall promptly notify Assignee and shall use commercially reasonable efforts to obtain the execution thereof.
5.8 Security Deposits. Assignor shall hold all security deposits received from tenants under Leases in strict compliance with Section 7-103 of the New York General Obligations Law and all other applicable laws and regulations. Assignor shall maintain all security deposits in separate trust accounts at a banking institution in New York State and shall not commingle security deposits with any other funds of Assignor. Assignor shall provide Assignee with evidence of compliance with the foregoing promptly upon request. Assignor shall not return, apply, or release any security deposit without the prior written consent of Assignee, except as required by applicable law or the express terms of the applicable Lease upon the expiration of such Lease and the satisfaction by the tenant of all obligations thereunder.
5.9 Ground Lease Compliance. Assignor shall not take any action or fail to take any action that would cause or permit a default under the Ground Lease or that would impair, diminish, or jeopardize the leasehold estate in the Property. All subleasing, licensing, and other occupancy arrangements with respect to the Property shall comply with the requirements and restrictions of the Ground Lease. Assignor shall promptly deliver to Assignee copies of all notices received from or sent to the ground lessor under the Ground Lease. Assignor shall not amend, modify, surrender, terminate, or consent to the termination of the Ground Lease without the prior written consent of Assignee.
5.10 Estoppel Certificates. Assignor shall obtain and deliver to Assignee tenant estoppel certificates from tenants under Leases as and when required by the Loan Agreement. Without limiting the foregoing, Assignor shall, within fifteen (15) days after receipt of a request from Assignee, obtain and deliver to Assignee estoppel certificates from tenants designated by Assignee, in form and substance reasonably satisfactory to Assignee, certifying as to the status and terms of each such tenant's Lease, including without limitation the absence of defaults, the amount of Rent and security deposits, and such other matters as Assignee may reasonably request.
5.11 Leasing Status Reports. Assignor shall deliver to Assignee, on a quarterly basis (within thirty (30) days after the end of each calendar quarter), leasing status reports in form and substance reasonably satisfactory to Assignee, which reports shall include without limitation: (a) a current certified rent roll for the Property, (b) occupancy data (including physical and economic occupancy rates), (c) a summary of the leasing pipeline (including letters of intent, proposals, and pending lease negotiations), (d) a summary of all tenant defaults and delinquencies, and (e) such other information regarding the leasing status of the Property as Assignee may reasonably request.
5.12 Property Management. All property management and leasing services with respect to the Property shall be performed by Evergreen Property Management LLC (the "Manager") or such other property manager as may be approved by Assignee in writing, pursuant to a property management agreement in form and substance approved by Assignee (the "Management Agreement"). Assignor shall not replace the Manager or amend, modify, or terminate the Management Agreement without the prior written consent of Assignee. The Management Agreement shall be subordinate to this Assignment and the Mortgage and shall contain provisions permitting Assignee to terminate the Management Agreement upon the occurrence and during the continuance of an Event of Default.
5.13 Further Assurances. Assignor shall, at Assignor's sole cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional assignments, instruments, documents, financing statements, and other assurances as Assignee may from time to time reasonably request in order to (a) perfect, protect, confirm, or further evidence the assignment and security interest granted hereby, (b) enable Assignee to exercise its rights and remedies hereunder, and (c) otherwise effectuate the purposes and intent of this Assignment.
SECTION 6 — RIGHTS AND REMEDIES OF ASSIGNEE
6.1 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, Assignee shall have, in addition to all other rights and remedies available at law, in equity, or under the Loan Documents, the following rights and remedies, which may be exercised individually or in any combination and in such order as Assignee may elect in its sole and absolute discretion:
(a) Notification of Tenants. Assignee may, without notice to or consent of Assignor, notify any or all tenants under any Leases to pay all Rents directly to Assignee or to such other person or account as Assignee may designate in writing. Each tenant receiving such notification is hereby authorized and directed by Assignor to comply with such notification and to pay all Rents to Assignee or as directed by Assignee, without any obligation to inquire into the existence or nature of any Event of Default, the validity of Assignee's claim, or the authority of Assignee to make such demand. Assignor hereby irrevocably authorizes each tenant to rely upon and comply with any such notification from Assignee. Any payment of Rents made by a tenant in compliance with such notification shall constitute a discharge of such tenant's obligation to pay Rents to the extent of such payment.
(b) Collection of Rents. Assignee may collect, sue for, settle, compromise, and receive all Rents from the Property, and may give receipts, releases, and satisfactions for Rents due, to become due, or due and unpaid.
(c) Entry and Possession. Assignee may, either in person or through agents or attorneys, enter upon and take possession of the Property or any portion thereof for the purpose of collecting Rents, and may exclude Assignor from the Property or any portion thereof. Assignor hereby agrees to cooperate fully with Assignee in connection with any such entry and possession and shall not interfere with, obstruct, or resist Assignee's exercise of its rights under this subsection.
(d) Engagement of Agents. Assignee may engage agents, employees, contractors, and property managers, including without limitation Evergreen Property Management LLC or any substitute property manager selected by Assignee in its sole discretion, to operate, manage, lease, maintain, and preserve the Property, and to collect Rents therefrom, and may pay reasonable compensation to such agents and managers from the Rents collected.
(e) Application of Rents to Obligations. Assignee may apply all Rents collected by or on behalf of Assignee to the Obligations in such order, manner, and priority as Assignee shall determine in its sole and absolute discretion, whether or not any of the Obligations are then due and payable.
(f) Exercise of Landlord Rights. Assignee may exercise all rights, powers, privileges, and remedies of the landlord under any Lease, including without limitation the right to enforce the terms thereof, to collect Rents, to terminate Leases, to evict tenants, and to re-lease the demised premises.
(g) Execution of New Leases. Assignee may execute and enter into new Leases covering the Property or any portion thereof on such terms and conditions as Assignee deems appropriate in its sole discretion, and all such Leases shall be binding upon Assignor and Assignor's successors and assigns.
(h) Exercise of Statutory Rights. Assignee may exercise all rights and remedies available under Article 13 of the New York Real Property Law, Section 291-f of the New York Real Property Law, Section 13-103 of the New York General Obligations Law, and any other applicable law, statute, or regulation.
6.2 Receiver. Assignee shall be entitled, as a matter of right and without regard to the adequacy of the security for the Obligations, the solvency or insolvency of Assignor, or the existence of waste or any other grounds typically required for the appointment of a receiver, to the appointment of a receiver for the Property and the Rents, including a receiver of all or any portion of the Rents. Any such receiver may be appointed by any court of competent jurisdiction upon ex parte application by Assignee, without notice to Assignor, in accordance with Section 6401 of the New York Civil Practice Law and Rules ("CPLR") and any other applicable law. Assignor hereby consents to the appointment of such a receiver and waives any right to notice, hearing, or other procedural requirements in connection therewith to the fullest extent permitted by applicable law. Any receiver so appointed shall have all powers and authorities customarily granted to receivers under New York law, including without limitation the power to collect Rents, manage and operate the Property, make repairs and improvements, enter into Leases, and incur expenses necessary for the preservation of the Property. The receiver's fees and expenses shall be paid from Rents collected and shall constitute part of the Obligations secured by this Assignment.
6.3 No Duty to Perform. Neither Assignee nor any receiver appointed at the request of Assignee shall be obligated to perform or discharge any obligation or duty of Assignor under any Lease, nor shall Assignee or any receiver be required to make any inquiry regarding the nature or sufficiency of any payment received from any tenant or the terms of any Lease. Assignee shall not be liable for any acts or omissions in connection with the exercise of its rights under this Assignment or for any loss or damage sustained by Assignor or any tenant as a result thereof, except in the case of Assignee's gross negligence or willful misconduct.
6.4 No Waiver. Neither the exercise nor the failure or delay in exercising any right, power, privilege, or remedy under this Assignment shall constitute a waiver thereof, and no single or partial exercise of any right, power, privilege, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. All rights and remedies of Assignee under this Assignment are cumulative and are in addition to, and not in limitation of, all rights and remedies of Assignee under the Mortgage, the Loan Agreement, the Note, the other Loan Documents, and applicable law.
6.5 Application of Rents. Any Rents collected by Assignee following the occurrence of an Event of Default shall be applied in the following order of priority, unless Assignee elects a different order in its sole discretion: (a) first, to the payment of all costs of collection, management, operation, and preservation of the Property, including without limitation receiver's fees and expenses, reasonable attorneys' fees and expenses, property management fees, insurance premiums, real property taxes, and ground rent under the Ground Lease; and (b) second, to the Obligations in such order and manner as provided in the Loan Agreement, or in such other order and manner as Assignee may determine in its sole and absolute discretion. Any surplus remaining after the payment in full of all Obligations and costs shall be paid to Assignor or to any other person legally entitled thereto.
6.6 No Mortgagee in Possession. The collection of Rents by Assignee, the entry upon or taking of possession of the Property by Assignee, or the appointment of a receiver for the Property and the Rents shall not make Assignee a "mortgagee in possession" and shall not impose upon Assignee any duty, obligation, or liability to manage, maintain, repair, operate, or control the Property or to assume any obligation or responsibility under any Lease. Assignee shall not be liable for any injury or damage to person or property sustained in or about the Property or for any other claim arising in connection with the management, operation, or control of the Property, except to the extent caused by Assignee's gross negligence or willful misconduct.
6.7 UCC Remedies. To the extent that any Rents or any other property assigned hereby constitutes personal property or is otherwise subject to Article 9 of the Uniform Commercial Code as adopted in the State of New York (the "UCC"), Assignee shall have, in addition to all other rights and remedies provided herein and in the other Loan Documents, all rights and remedies of a secured party under Article 9 of the UCC, including without limitation the right to sell, assign, or otherwise dispose of such property at public or private sale and to apply the proceeds thereof to the Obligations. Assignor acknowledges that this Assignment constitutes a security agreement within the meaning of Article 9 of the UCC with respect to such personal property.
SECTION 7 — SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT
7.1 Subordination of Leases. All Leases now existing or hereafter entered into covering all or any portion of the Property shall be, and are hereby declared to be, subordinate in all respects to the lien of the Mortgage and the rights of Assignee under this Assignment, and to any and all renewals, extensions, modifications, consolidations, and replacements thereof, unless Assignee shall elect otherwise in a writing executed by Assignee or its authorized representative. In the event of any inconsistency between the terms of any Lease and the terms of this Assignment or the Mortgage, the terms of this Assignment and the Mortgage shall prevail.
7.2 SNDA Agreements. Assignee may, in its sole discretion, enter into subordination, non-disturbance, and attornment agreements ("SNDA Agreements") with tenants under Leases in form and substance reasonably satisfactory to Assignee. Assignor shall cooperate fully with Assignee in obtaining the execution and delivery of SNDA Agreements from tenants, including without limitation by providing tenant contact information, facilitating communications between Assignee and tenants, and incorporating SNDA provisions into the form of Lease used by Assignor. The decision of whether to enter into an SNDA Agreement with any particular tenant shall be within the sole and absolute discretion of Assignee. No failure or refusal by Assignee to enter into an SNDA Agreement with any tenant shall create any obligation on the part of Assignee to such tenant or affect the subordination of such tenant's Lease to the Mortgage and this Assignment.
7.3 Attornment. Each Lease now existing or hereafter entered into shall provide, or Assignor shall cause each Lease to provide, that upon (a) the foreclosure of the Mortgage (whether by judicial proceeding, power of sale, or otherwise), (b) the acceptance of a deed in lieu of foreclosure, or (c) any other transfer of the Property in connection with the enforcement of the Mortgage or this Assignment, the tenant under such Lease shall attorn to and recognize Assignee, the purchaser at any foreclosure sale, the grantee under any deed in lieu of foreclosure, or any other transferee as the landlord under such Lease, and the Lease shall continue in full force and effect as a direct lease between such successor landlord and the tenant, upon and subject to all of the terms and conditions of such Lease. Such attornment shall be effective and self-operative without the execution of any further instrument, but the tenant shall execute such confirmation of attornment as Assignee or any successor landlord may reasonably request.
SECTION 8 — BANKRUPTCY AND INSOLVENCY PROVISIONS
8.1 Assignment Absolute. The parties hereto acknowledge and agree that the assignment of Leases and Rents set forth in this Assignment is absolute and unconditional, and that Assignee is entitled to all Rents as a matter of right, and not merely as "adequate protection" or otherwise, in any Insolvency Proceeding involving Assignor, any tenant, or any other party. In any such Insolvency Proceeding, Assignee shall be entitled to receive Rents as the holder of an absolute assignment thereof, without limitation by any court order providing for the use of cash collateral or otherwise. To the extent that any court of competent jurisdiction determines that this Assignment does not constitute an absolute assignment of Rents, then, as between Assignor and Assignee, Assignee shall be entitled to adequate protection in an amount equal to all Rents from the Property, net of reasonable operating expenses, as such Rents become due and payable.
8.2 Perfection. This Assignment is effective upon execution and delivery by Assignor and shall be perfected against third parties, including without limitation any trustee, receiver, or debtor in possession, upon the recording of this Assignment in the Office of the City Register of the City of New York, New York County. The recording of this Assignment constitutes perfection in accordance with Section 291-f of the New York Real Property Law. The assignment of Rents set forth herein is enforceable against Assignor, any tenant, any guarantor, and any trustee, receiver, debtor in possession, or other representative of the estate of Assignor in any Insolvency Proceeding. No further action, filing, or recording shall be required to maintain the perfection of the assignment and security interest granted hereby, although Assignee may, at Assignor's expense, file UCC financing statements or take such other action as Assignee deems advisable to confirm or enhance the perfection of such assignment and security interest.
8.3 Waiver of Automatic Stay. To the fullest extent permitted by applicable law, Assignor hereby consents to and shall not oppose any motion or application by Assignee for relief from the automatic stay imposed by Section 362 of the United States Bankruptcy Code (11 U.S.C. § 362) in any Insolvency Proceeding involving Assignor, to allow Assignee to enforce this Assignment and to collect Rents from the Property. Assignor acknowledges that Assignee's interest in the Rents constitutes a property interest that is not property of Assignor's estate within the meaning of Section 541 of the Bankruptcy Code, and that the automatic stay does not apply to the exercise by Assignee of its rights under this Assignment to the Rents. In the event that any court determines that the automatic stay applies to Assignee's exercise of its rights under this Assignment, Assignor agrees that Assignee shall be entitled to adequate protection in accordance with Section 361 of the Bankruptcy Code, including without limitation the payment of all Rents to Assignee as they become due and payable, net of reasonable operating expenses approved by the court.
8.4 Single-Purpose Entity. Assignor is and shall remain a special-purpose entity whose organizational documents require strict compliance with the separateness covenants set forth in the Loan Agreement. Without limiting the generality of the foregoing, Assignor shall not (a) file or consent to the filing of a voluntary petition for bankruptcy, reorganization, or similar relief under any applicable insolvency law, or (b) consent to the entry of an order for relief in any involuntary bankruptcy case commenced against Assignor, without the unanimous prior written consent of all independent directors or independent managers of Assignor (as applicable), as required by the organizational documents of Assignor and the Loan Agreement. The provisions of this Section 8.4 are included for the benefit of Assignee and the Lenders and may not be amended, modified, or waived without the prior written consent of Assignee.
SECTION 9 — MISCELLANEOUS
9.1 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed duly given and received in accordance with the notice provisions set forth in the Loan Agreement, and shall be delivered to the respective parties at the following addresses (or to such other address as a party may designate by written notice to the other party in accordance with this Section):
If to Assignor:
Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Marcus Jennings, Vice President, Real Estate Development
Telephone: (312) 555-8200
Email: mjennings@mtdc-chi.org
with a copy to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attention: Douglas Fairchild, Esq.
Telephone: (212) 555-4100
Email: dfairchild@calderwoodharkness.com
If to Assignee:
Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Kenneth Pryor, Managing Director, Real Estate Finance
Telephone: (212) 555-7300
Email: kenneth.pryor@ironcladbank.com
with a copy to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
Telephone: (212) 555-9500
Email: hwhitmore@clearfieldlaw.com
9.2 Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any choice of law or conflict of law rules or provisions, whether of the State of New York or any other jurisdiction, that would cause the application of the laws of any jurisdiction other than the State of New York), except to the extent that federal law applicable to the rights, powers, and obligations of national banking associations may preempt state law.
9.3 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Assignor shall not assign, transfer, or otherwise dispose of its rights or obligations under this Assignment without the prior written consent of Assignee. Assignee may assign, transfer, or participate its rights under this Assignment in whole or in part without the consent of Assignor, subject to the terms and conditions of the Loan Agreement.
9.4 Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Assignment shall not in any way be affected or impaired thereby, and each such remaining provision shall continue in full force and effect. Any provision of this Assignment held invalid, illegal, or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid, illegal, or unenforceable.
9.5 Amendments. This Assignment may not be modified, amended, waived, supplemented, discharged, cancelled, or terminated, nor may any of the provisions hereof be waived, except by a written instrument executed by Assignor and Assignee. No oral agreement or course of dealing shall modify or amend any provision of this Assignment.
9.6 Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by facsimile or electronic transmission (including ".pdf" format) shall be effective as delivery of a manually executed counterpart thereof.
9.7 Headings. The headings and captions of the sections of this Assignment are inserted for convenience of reference only and shall not be considered a part of, or affect the construction or interpretation of, any provision of this Assignment.
9.8 No Merger. This Assignment shall not merge with the Mortgage and shall remain a separate and distinct instrument, notwithstanding the fact that both instruments may be held by the same person or entity. No merger of the leasehold interest in the Property (held by Assignor pursuant to the Ground Lease) and the fee interest in the Property (held by NYCEDC) shall occur without the prior written consent of Assignee, and any such merger occurring without such consent shall not impair or affect the lien of the Mortgage or the assignment contained herein.
9.9 Relationship to Mortgage. This Assignment is intended to supplement, and not to supersede, limit, or replace, the assignment of leases and rents contained in the Mortgage. The provisions of this Assignment and the assignment of leases and rents contained in the Mortgage are cumulative and shall be read and construed together. In the event of any conflict or inconsistency between the provisions of this Assignment and the assignment of

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