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

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RESERVE AGREEMENT

(Interest Reserve, Tax and Insurance Escrow, Replacement Reserve, and Tenant Improvement / Leasing Commission Reserve)

Hudson Yards West — 450 West 34th Street, New York, New York 10001

dated as of June 15, 2025

by and between

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

and

IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent and Lender

Senior Mortgage Loan — $475,000,000

Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 C&H Matter No. 1031-00004

RESERVE AGREEMENT

THIS RESERVE AGREEMENT (this "Agreement") is made and entered into as of June 15, 2025 (the "Closing Date"), by and between HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company ("Borrower"), and IRONCLAD NATIONAL BANK, N.A., a national banking association, having an address at 277 Park Avenue, New York, New York 10172, in its capacity as administrative agent for the Lenders (as defined in the Loan Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, "Agent").

RECITALS

WHEREAS, Borrower and Agent have entered into that certain Senior Mortgage Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Agent (on behalf of the Lenders) has agreed to make a senior mortgage loan to Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) (the "Loan"), subject to and in accordance with the terms and conditions set forth therein;

WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), executed and delivered by Borrower in favor of Agent, encumbering the real property commonly known as 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City, County, and State of New York, together with all improvements thereon, appurtenances thereto, and all other property described in the Mortgage (collectively, the "Property");

WHEREAS, Borrower and Agent have entered into that certain Building Loan Agreement of even date herewith and that certain Project Loan Agreement of even date herewith, each pursuant to Article 2 of the New York Lien Law, governing the disbursement of Loan proceeds for the construction of improvements on the Property;

WHEREAS, it is a condition precedent to the initial advance of Loan proceeds under the Loan Agreement that Borrower establish and fund the reserve accounts described herein (collectively, the "Reserve Accounts"), and that Borrower and Agent enter into this Agreement to set forth the terms and conditions governing the establishment, funding, maintenance, disbursement, and application of funds held in such Reserve Accounts;

WHEREAS, Borrower desires to establish such Reserve Accounts and to comply with the reserve requirements set forth in the Loan Agreement and this Agreement; and

WHEREAS, this Agreement supplements and is incorporated by reference into the Loan Agreement and the other Loan Documents, and capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the making of the Loan by Agent and the Lenders, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms

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

"Agent" means Ironclad National Bank, N.A., a national banking association, having its principal office at 277 Park Avenue, New York, New York 10172, acting in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity.

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

"Cash Management Account" means the account established and maintained pursuant to that certain Cash Management Agreement of even date herewith, among Borrower, Agent, and the depository bank named therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Cash Sweep Subaccount" means the subaccount within the Cash Management Account (or such separate Eligible Account as Agent may designate) into which Excess Cash Flow is swept upon the occurrence of a Cash Sweep Trigger Event, as more particularly described in Section 3.4 hereof.

"Closing Date" means June 15, 2025.

"Construction Budget" means the detailed budget for the construction and development of the improvements on the Property, a summary of which is attached hereto as Schedule 1 and made a part hereof, reflecting total project costs of Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000), including the guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000) under the GMP Contract.

"Conversion Date" means the date on which the Loan converts from an interest-only loan to an amortizing loan, as set forth in the Loan Agreement.

"DACA" means a Deposit Account Control Agreement, substantially in the form of Exhibit A attached hereto, among Borrower, Agent, and the applicable depository bank with respect to each Reserve Account.

"Debt Service" means all payments of interest and, following the Conversion Date, principal and interest, due and payable under the Loan in accordance with the Loan Agreement and the promissory note evidencing the Loan.

"DSCR" or "Debt Service Coverage Ratio" means the ratio of Net Operating Income to Debt Service for the applicable measurement period, as calculated in accordance with the Loan Agreement.

"Eligible Account" means a segregated trust account maintained at a Qualified Institution that satisfies the requirements of Section 9.8 of the Loan Agreement, including, without limitation, the requirement that the Qualified Institution maintain a long-term deposit or unsecured debt rating from Pinnacle Ratings Group equivalent to the minimum thresholds set forth in the Loan Agreement.

"Event of Default" has the meaning ascribed to such term in Section 8.1 of the Loan Agreement.

"Excess Cash Flow" means, for any period, the amount, if any, by which the gross revenues of the Property for such period exceed the sum of (a) operating expenses, (b) Ground Rent, (c) Debt Service, (d) required deposits to the Reserve Accounts, and (e) any other amounts required to be paid or reserved under the Loan Documents, all as more particularly defined in the Loan Agreement.

"GMP Contract" means that certain Guaranteed Maximum Price Contract No. CCG-HYW-2025-001, dated as of the Closing Date, between Borrower and Cobalt Construction Group, Inc., a New York corporation, providing for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000) for the construction of the improvements on the Property, as the same may be amended in accordance with the terms thereof and the Loan Agreement.

"Ground Lease" means that certain ground lease dated June 1, 2020, between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC"), as ground lessee (as subsequently assigned and assumed in connection with the transactions contemplated by the Loan Documents), recorded in the Office of the City Register of the City of New York under City Register File Number ("CRFN") 2020000198762 (NYC ACRIS), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Agreement.

"Ground Rent" means the annual ground rent payable under the Ground Lease in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000) per annum, subject to adjustment based on the Consumer Price Index escalation provisions set forth in the Ground Lease (with adjustments occurring every five (5) years), payable in accordance with the terms and conditions of the Ground Lease.

"Initial Maturity Date" means June 15, 2029, subject to extension as provided in the Loan Agreement.

"Insurance Escrow Subaccount" means the subaccount within the Tax and Insurance Escrow Account established for the deposit and disbursement of funds for insurance premiums, as more particularly described in Section 2.2 hereof.

"Interest Period" means each calendar month during the term of the Loan (or, if the Loan Agreement provides for a different SOFR interest period, the applicable interest period under the Loan Agreement).

"Interest Rate" means the per annum rate of interest applicable to the Loan as set forth in the Loan Agreement, which as of the Closing Date is Term SOFR (subject to a floor of one percent (1.00%) per annum (the "SOFR Floor")) plus four hundred twenty-five (425) basis points per annum.

"Interest Reserve Account" has the meaning set forth in Section 2.1(a) hereof.

"Interest Reserve Initial Deposit" means the sum of Seventy-Two Million and 00/100 Dollars ($72,000,000), representing the initial deposit to the Interest Reserve Account on the Closing Date.

"Interest Reserve Period" means the twenty-four (24) month period commencing on the Closing Date and ending on June 15, 2027 (or such earlier date on which the Interest Reserve Account balance is reduced to zero, if applicable), the last day of such period being referred to herein as the "Interest Reserve Termination Date."

"Interest Reserve Replenishment Amount" has the meaning set forth in Section 2.1(c) hereof.

"Leasing Threshold" means the achievement by the Property of economic occupancy (as determined in accordance with the Loan Agreement) of not less than eighty-five percent (85%) of the total rentable square footage of the improvements on the Property.

"Leasing Threshold Deadline" means September 15, 2029, being the date that is thirty (30) months after the projected issuance of the first TCO for the Property.

"Loan Agreement" means that certain Senior Mortgage Loan Agreement dated as of June 15, 2025, between Borrower and Agent (on behalf of the Lenders), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning ascribed to such term in the Loan Agreement.

"Lockbox Account" means the lockbox account established pursuant to the Cash Management Agreement.

"Monthly Debt Service Amount" means the aggregate amount of interest (and, after the Conversion Date, amortization of principal) due for the applicable Interest Period, calculated in accordance with the terms and provisions of the Loan Agreement and the promissory note evidencing the Loan.

"Net Operating Income" has the meaning ascribed to such term in the Loan Agreement.

"Obligations" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, all indebtedness, liabilities, and obligations of Borrower to Agent and the Lenders under the Loan Agreement, the promissory note, the Mortgage, this Agreement, and the other Loan Documents.

"Payment Date" has the meaning ascribed to such term in the Loan Agreement.

"Permitted Investments" means (a) direct obligations of the United States of America or obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, in each case maturing within thirty (30) days from the date of acquisition thereof; (b) money-market funds that (i) comply with the criteria set forth in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, (ii) are rated not lower than "AAAm" by Pinnacle Ratings Group (or the equivalent rating by another nationally recognized statistical rating organization approved by Agent), and (iii) have total assets in excess of $5,000,000,000; or (c) such other investments as Agent may approve in writing from time to time.

"Property" means the real property commonly known as 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City, County, and State of New York, together with all improvements thereon, appurtenances thereto, fixtures, and all other property encumbered by the Mortgage.

"Qualified Institution" means any bank or trust company organized under the laws of the United States or any state thereof, having combined capital and surplus of not less than Five Hundred Million and 00/100 Dollars ($500,000,000) and a long-term unsecured debt rating from Pinnacle Ratings Group of not less than "A–" (or the equivalent rating from another nationally recognized statistical rating organization reasonably approved by Agent).

"Replacement Reserve Account" has the meaning set forth in Section 2.3(a) hereof.

"Required Insurance Policies" has the meaning ascribed to such term in the Loan Agreement and includes, without limitation, those policies described on Schedule 3 attached hereto.

"Reserve Accounts" means, collectively, the Interest Reserve Account, the Tax and Insurance Escrow Account (including the Tax Escrow Subaccount and the Insurance Escrow Subaccount), the Replacement Reserve Account, and the TI/LC Reserve Account.

"Substantial Completion" has the meaning ascribed to such term in the Loan Agreement, which as of the Closing Date is targeted for December 15, 2027.

"Tax and Insurance Escrow Account" has the meaning set forth in Section 2.2(a) hereof.

"Tax Escrow Subaccount" means the subaccount within the Tax and Insurance Escrow Account established for the deposit and disbursement of funds for real estate taxes, as more particularly described in Section 2.2 hereof.

"TCO" means a Temporary Certificate of Occupancy issued by the New York City Department of Buildings with respect to the improvements on the Property; the first TCO is projected to be issued on or about March 15, 2028.

"TI/LC Reserve Account" has the meaning set forth in Section 2.4(a) hereof.

Section 1.2 — Rules of Construction

The rules of construction set forth in Section 1.2 of the Loan Agreement are hereby incorporated by reference into this Agreement and shall apply to this Agreement as if fully set forth herein. Without limiting the generality of the foregoing: (a) all dollar amounts referenced in this Agreement are in lawful currency of the United States of America; (b) the term "including" (and correlative terms such as "include" and "includes") means "including without limitation"; (c) headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof; (d) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the respective Sections, Articles, Schedules, and Exhibits of and to this Agreement unless otherwise specified; (e) references to any agreement, instrument, or document shall be deemed to include all exhibits, schedules, and attachments thereto and all amendments, restatements, supplements, and other modifications thereof; (f) words of the masculine gender shall be deemed to include correlative words of the feminine and neuter genders, and vice versa; (g) words importing the singular number shall include the plural number and vice versa; and (h) references to any statute, rule, or regulation shall be deemed to include all amendments thereto, all successor statutes, rules, and regulations, and all rules and regulations promulgated thereunder.

ARTICLE 2 — ESTABLISHMENT OF RESERVE ACCOUNTS

Section 2.1 — Interest Reserve

Section 2.1(a) — Establishment and Initial Deposit. On or prior to the Closing Date, Borrower shall establish and maintain with Agent (or Agent's designee) a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — Interest Reserve Account" (the "Interest Reserve Account"). The Interest Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto. Borrower shall have no right to withdraw funds from the Interest Reserve Account except through the disbursement procedures expressly set forth in this Agreement.

On the Closing Date, Borrower shall deposit (or cause to be deposited from Loan proceeds, to the extent provided in the Loan Agreement) the sum of Seventy-Two Million and 00/100 Dollars ($72,000,000) into the Interest Reserve Account (the "Interest Reserve Initial Deposit"). The parties acknowledge and agree that the Interest Reserve Initial Deposit represents an estimate of approximately twenty-four (24) months of Debt Service on the Loan during the construction period, calculated based on the Interest Rate as of the Closing Date (being Term SOFR plus 425 basis points per annum, subject to the SOFR Floor of 1.00%) applied against projected average outstanding Loan balances under the approved Disbursement Schedule attached hereto as Schedule 2. The parties further acknowledge that actual Debt Service amounts during the Interest Reserve Period will vary based on fluctuations in Term SOFR and the timing and amounts of actual Loan disbursements, and accordingly, the Interest Reserve Initial Deposit may prove to be more or less than the aggregate amount of Debt Service actually due during the Interest Reserve Period.

Section 2.1(b) — Monthly Disbursements from Interest Reserve. On each Payment Date occurring during the Interest Reserve Period, Agent shall disburse from the Interest Reserve Account an amount equal to the Monthly Debt Service Amount for the applicable Interest Period, and Agent shall apply such disbursement directly to the payment of interest (and, if applicable following the Conversion Date, principal and interest) then due and payable under the Loan. Such disbursement and application shall be deemed a payment of Debt Service by Borrower for all purposes under the Loan Documents.

Within fifteen (15) Business Days after each such Payment Date (or at such earlier time as Agent may elect), Agent shall deliver to Borrower a statement reflecting: (i) the disbursement amount for such Payment Date; (ii) the calculation thereof, specifying the applicable Term SOFR rate, the SOFR Floor, the spread of 425 basis points, the number of days in the applicable Interest Period, and the outstanding principal balance of the Loan as of the first day of such Interest Period; and (iii) the remaining balance in the Interest Reserve Account after giving effect to such disbursement and any investment income credited thereto.

If on any Payment Date during the Interest Reserve Period the balance in the Interest Reserve Account (including any accrued and credited investment income) is insufficient to pay the full Monthly Debt Service Amount then due, Borrower shall deposit the deficiency into the Interest Reserve Account not later than five (5) Business Days prior to such Payment Date. Borrower's failure to deposit such deficiency within such five (5) Business Day period shall constitute an Event of Default under the Loan Agreement, without the requirement of any notice or cure period (except as may be expressly provided in the Loan Agreement with respect to monetary defaults).

Section 2.1(c) — Replenishment. During the Interest Reserve Period, Agent shall, not less frequently than once per calendar quarter, evaluate the adequacy of the remaining balance in the Interest Reserve Account by reference to then-current forward Term SOFR curves (as published by a nationally recognized financial data service selected by Agent in its reasonable discretion), the projected remaining Loan disbursements under the approved Disbursement Schedule, and the remaining number of months in the Interest Reserve Period. If, based on such evaluation, Agent reasonably determines that the remaining balance in the Interest Reserve Account is projected to be insufficient to fund the next six (6) months of Monthly Debt Service Amounts (or, if fewer than six (6) months remain in the Interest Reserve Period, all remaining Monthly Debt Service Amounts), Agent shall deliver written notice thereof to Borrower (a "Replenishment Notice"), specifying the projected shortfall in reasonable detail. Within thirty (30) days after Borrower's receipt of a Replenishment Notice, Borrower shall deposit into the Interest Reserve Account additional funds in an amount reasonably determined by Agent to be sufficient to cure such projected shortfall (the "Interest Reserve Replenishment Amount"). Agent's determination of the Interest Reserve Replenishment Amount shall be made in good faith and shall take into account the same forward Term SOFR curves, projected Loan disbursements, and remaining Interest Reserve Period used in the underlying adequacy evaluation.

Borrower's failure to deposit the Interest Reserve Replenishment Amount within the thirty (30) day period specified above shall constitute an Event of Default under the Loan Agreement, subject to any applicable notice and cure provisions set forth therein.

Section 2.1(d) — Excess Funds; Termination. Upon the earliest to occur of (i) the Interest Reserve Termination Date, (ii) the date on which the Property has achieved the Leasing Threshold and the Debt Service Coverage Ratio equals or exceeds 1.20x for two (2) consecutive calendar quarters (as certified by Borrower and confirmed by Agent), and (iii) the date of prepayment or repayment in full of the Loan, any funds remaining in the Interest Reserve Account (including accrued investment income) shall be disbursed as follows:

First, to the payment of any amounts then due and owing under the Loan Documents (including, without limitation, accrued and unpaid interest, principal, late charges, default interest, and any fees, costs, or expenses payable to Agent or the Lenders); and

Second, the balance, if any, to Borrower (or as Borrower may direct in writing), by wire transfer to an account designated by Borrower, free and clear of any lien or security interest in favor of Agent.

Following the termination of the Interest Reserve Period (whether by expiration of the twenty-four (24) month period, early termination pursuant to clause (ii) above, or repayment of the Loan), Borrower shall be solely responsible for the payment of all Debt Service from operating revenues of the Property or other sources available to Borrower, in accordance with the Loan Agreement and the Cash Management Agreement.

Section 2.1(e) — Investment of Funds. Funds on deposit in the Interest Reserve Account shall, at Borrower's written direction delivered to Agent from time to time, be invested in Permitted Investments; provided, however, that (x) Agent shall have the right to approve the specific Permitted Investment selected by Borrower (such approval not to be unreasonably withheld, conditioned, or delayed), (y) the maturity date of any Permitted Investment shall not extend beyond the next succeeding Payment Date (unless Agent otherwise consents), and (z) if Borrower fails to deliver investment instructions to Agent, funds shall be held uninvested or invested in Agent's standard overnight sweep vehicle (provided such sweep vehicle qualifies as a Permitted Investment). All investment income and gains earned on amounts deposited in the Interest Reserve Account shall be credited to the Interest Reserve Account and shall constitute part of the Interest Reserve for all purposes under this Agreement. All investment losses and any taxes on investment income shall be for Borrower's account and shall not reduce Agent's right to receive the full amount of any required deposit or disbursement hereunder. Risk of loss on Permitted Investments shall be borne solely by Borrower.

Section 2.2 — Tax and Insurance Escrow

Section 2.2(a) — Establishment. On or prior to the Closing Date, Borrower shall establish and maintain with Agent a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — Tax and Insurance Escrow Account" (the "Tax and Insurance Escrow Account"). The Tax and Insurance Escrow Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto. The Tax and Insurance Escrow Account shall include two subaccounts: (i) a subaccount designated the "Tax Escrow Subaccount" for the collection and disbursement of funds for the payment of real estate taxes, assessments, and other governmental charges with respect to the Property, and (ii) a subaccount designated the "Insurance Escrow Subaccount" for the collection and disbursement of funds for the payment of premiums on all Required Insurance Policies.

Section 2.2(b) — Initial Deposits. On the Closing Date, Borrower shall make the following initial deposits into the Tax and Insurance Escrow Account:

Tax Escrow Subaccount: Borrower shall deposit an amount equal to one-twelfth (1/12th) of the estimated annual real estate taxes for the Property (as shown on the most recent tax bill issued by the New York City Department of Finance, or, during the construction period prior to the issuance of a final tax assessment reflecting the completed improvements, as reasonably estimated by Agent based on the current assessed value and applicable tax rate for Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan), multiplied by the number of full calendar months elapsed since the last real property tax payment date, plus a cushion equal to two (2) additional months' tax escrow deposits. The initial deposit to the Tax Escrow Subaccount is estimated at $\\\\\\\\\\\\ (to be completed based on the final NYC Department of Finance tax assessment available as of the Closing Date and confirmed in writing by Agent prior to the initial advance).

Insurance Escrow Subaccount: Borrower shall deposit an amount equal to one-twelfth (1/12th) of the estimated annual insurance premiums for all Required Insurance Policies (as defined in the Loan Agreement, including, without limitation, the builder's risk all-risk insurance policy in the amount of Five Hundred Million and 00/100 Dollars ($500,000,000) issued by Fortis Indemnity Insurance Co. (Policy No. FII-BRK-2025-07841) and placed through Castleton Insurance Brokerage, Inc.), multiplied by the number of full calendar months elapsed since the last insurance premium payment date, plus a cushion equal to two (2) additional months' insurance escrow deposits. The initial deposit to the Insurance Escrow Subaccount is estimated at $\\\\\\\\\\\\ (to be completed based on the final insurance premium schedule delivered by Castleton Insurance Brokerage, Inc. and confirmed in writing by Agent prior to the initial advance).

Section 2.2(c) — Monthly Deposits. Commencing on the first Payment Date following the Closing Date and continuing on each Payment Date thereafter during the term of the Loan, Borrower shall deposit into the Tax Escrow Subaccount an amount equal to one-twelfth (1/12th) of the annual real estate taxes for the Property as reasonably estimated by Agent. Agent shall adjust the monthly deposit amount annually upon receipt of final tax bills from the New York City Department of Finance, and Agent shall provide Borrower with written notice of any such adjustment not less than thirty (30) days prior to the effective date thereof.

Commencing on the first Payment Date following the Closing Date and continuing on each Payment Date thereafter during the term of the Loan, Borrower shall deposit into the Insurance Escrow Subaccount an amount equal to one-twelfth (1/12th) of the aggregate annual insurance premiums for all Required Insurance Policies as reasonably estimated by Agent. Agent shall adjust the monthly deposit amount annually upon receipt of premium invoices or renewal quotes from the applicable insurers or Castleton Insurance Brokerage, Inc., and Agent shall provide Borrower with written notice of any such adjustment not less than thirty (30) days prior to the effective date thereof.

During the construction period (from the Closing Date through Substantial Completion), monthly deposits to the Tax and Insurance Escrow Account shall also account for Ground Rent payments in the amount of Three Hundred Fifty Thousand and 00/100 Dollars ($350,000) per month (being one-twelfth (1/12th) of the annual Ground Rent of $4,200,000), unless Ground Rent is addressed in a separate escrow established under the Ground Lease Estoppel delivered in connection with the Closing Date or is otherwise reserved under the Cash Management Agreement. [Note: The parties shall confirm prior to the initial advance whether Ground Rent escrow is consolidated within this Tax and Insurance Escrow Account or is handled under a separate reserve arrangement pursuant to the Ground Lease Estoppel.]

Section 2.2(d) — Disbursements. Subject to the provisions of this Section 2.2(d), Agent shall disburse funds from the Tax Escrow Subaccount directly to the New York City Department of Finance (or other applicable taxing authority) not later than thirty (30) days prior to the date on which any installment of real estate taxes, assessments, water and sewer charges, or other governmental charges with respect to the Property becomes due and payable; provided, however, that no such disbursement shall be made if an Event of Default then exists (unless Agent, in its sole discretion, elects to make such disbursement to protect the security of the Mortgage).

Agent shall disburse funds from the Insurance Escrow Subaccount directly to the applicable insurer or, at Borrower's written request, to Castleton Insurance Brokerage, Inc. for prompt remittance to the applicable insurer, not later than thirty (30) days prior to the expiration date of any Required Insurance Policy; provided, however, that no such disbursement shall be made if an Event of Default then exists (unless Agent, in its sole discretion, elects to make such disbursement to protect the security of the Mortgage). Borrower shall deliver to Agent copies of all premium invoices and renewal notices promptly upon receipt thereof.

If an Event of Default exists, Agent may, in its sole discretion, apply funds in the Tax and Insurance Escrow Account (including both subaccounts) to the Obligations in such order and manner as Agent may determine, in accordance with Article 6 of this Agreement.

Section 2.2(e) — Adjustments; Shortfalls; Surpluses. Agent shall perform an annual reconciliation of each subaccount of the Tax and Insurance Escrow Account within thirty (30) days after Agent's receipt of final tax bills from the New York City Department of Finance and final insurance invoices or premium statements from the applicable insurers or Castleton Insurance Brokerage, Inc. If such reconciliation reveals that a shortfall exists in either subaccount (i.e., the actual or projected annual charge exceeds the aggregate of the deposits made or scheduled to be made for the applicable period), Borrower shall, at Borrower's election (subject to Agent's approval, not to be unreasonably withheld), either (a) increase the monthly deposits to the applicable subaccount in equal installments over the succeeding twelve (12) months to eliminate the shortfall, or (b) deposit a lump sum equal to the shortfall amount into the applicable subaccount within thirty (30) days after notice thereof from Agent.

If such reconciliation reveals that a surplus exists in either subaccount that exceeds two (2) months' worth of the then-current monthly deposit amount for such subaccount, the excess surplus shall be credited against Borrower's future monthly deposit obligations for such subaccount until the surplus is fully applied; provided, however, that no surplus shall be returned or credited to Borrower if an Event of Default exists.

The parties acknowledge that the Loan is a commercial loan and that the Real Estate Settlement Procedures Act ("RESPA") and the regulations promulgated thereunder may not be applicable to the Tax and Insurance Escrow Account. To the extent that RESPA or any analogous state law is determined to be applicable, the provisions of this Section 2.2 shall be interpreted and applied in a manner consistent with such requirements, and in the event of any conflict, the applicable statutory or regulatory requirements shall control.

Section 2.2(f) — Tax Protests. Borrower reserves the right, at Borrower's sole cost and expense, to contest any real property tax assessment, valuation, or levy affecting the Property by appropriate proceedings diligently conducted in good faith; provided, however, that: (i) Borrower shall deliver written notice to Agent of Borrower's intention to initiate or continue any such contest not less than thirty (30) days prior to the deadline for filing such contest or, if such thirty (30) day advance notice is not practicable, as promptly as practicable; (ii) Borrower shall deposit into the Tax Escrow Subaccount the full amount of the contested taxes, assessments, or charges pending final resolution of such contest (unless such amounts are otherwise held in escrow by the applicable taxing authority or court); and (iii) no real property tax lien shall be permitted to remain unpaid and undischarged beyond any applicable statutory grace period unless Borrower has obtained a bond or other security or insurance in form and amount satisfactory to Agent in its reasonable discretion. The prosecution of any tax contest shall be at Borrower's sole expense, and all reasonable attorneys' fees, filing fees, expert witness fees, and other costs and expenses incurred in connection therewith shall be for Borrower's account. Any tax refund or reduction in assessment obtained as a result of such contest shall be deposited into the Tax Escrow Subaccount (or, if the Tax Escrow Subaccount then has a surplus, released to Borrower, subject to no Event of Default existing).

Section 2.3 — Replacement Reserve

Section 2.3(a) — Establishment. On or prior to the Closing Date (or, at Agent's election, on or prior to the date that is twelve (12) months prior to the commencement of monthly deposits as described in Section 2.3(b) below), Borrower shall establish and maintain with Agent a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — Replacement Reserve Account" (the "Replacement Reserve Account"). The Replacement Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto.

Section 2.3(b) — Initial Deposit; Commencement of Monthly Deposits. No initial deposit shall be required on the Closing Date with respect to the Replacement Reserve Account, given that the improvements on the Property will consist entirely of new construction that is not expected to require capital repairs or replacements during the initial years following completion.

Monthly deposits to the Replacement Reserve Account shall commence on the first Payment Date occurring twelve (12) months after the date of issuance of the first TCO for the Property by the New York City Department of Buildings. Based on the current projected issuance date of the first TCO of March 15, 2028, the first monthly deposit is projected to be due on or about March 15, 2029 (or the first Payment Date occurring on or after such date).

The monthly deposit amount shall be equal to one-twelfth (1/12th) of the product of (x) $0.25 per rentable square foot of the improvements on the Property per annum, multiplied by (y) the total rentable area of the improvements on the Property as certified by the architect of record (Polaris Architecture + Design LLP, or its successor) upon Substantial Completion. The initial total rentable area shall be \\\\\\\\\\\\\_ rentable square feet as set forth in the architect's certification delivered to Agent. [Drafting note: To be confirmed and populated upon receipt of final plans and the architect's certification of rentable square footage.]

Agent may adjust the per-square-foot deposit amount on each anniversary of the first required deposit date based on the greater of (I) the percentage increase (if any) in the Consumer Price Index for All Urban Consumers (CPI-U), New York-Newark-Jersey City, NY-NJ-CT-PA, as published by the U.S. Bureau of Labor Statistics, for the twelve (12) month period ending on the most recently available measurement date preceding such anniversary, and (II) the recommendations set forth in the most recent Property Condition Assessment delivered to Agent pursuant to Section 2.3(e) below.

Section 2.3(c) — Permitted Disbursements. Disbursements from the Replacement Reserve Account shall be made by Agent upon delivery by Borrower of a Replacement Reserve Disbursement Request, substantially in the form of Exhibit B attached hereto, together with the following supporting documentation:

(i) a reasonably detailed description of the capital repair, replacement, or improvement for which the disbursement is requested;

(ii) evidence satisfactory to Agent that the work described in the disbursement request has been completed in a good and workmanlike manner in compliance with all applicable laws, or, if the work has not been completed, evidence that funds are required for payment of a contractor's or vendor's invoice that is then due and payable under a bona fide contract;

(iii) unconditional partial or final lien waivers (as applicable) executed by all contractors, subcontractors, materialmen, and suppliers who have performed work or furnished materials in connection with the applicable capital repair or replacement, in form and substance reasonably satisfactory to Agent;

(iv) Agent's confirmation that no Event of Default then exists (unless Agent, in its sole discretion, elects to permit the disbursement notwithstanding the existence of an Event of Default in order to protect the security of the Mortgage); and

(v) if the amount of the requested disbursement exceeds Two Hundred Fifty Thousand and 00/100 Dollars ($250,000), evidence satisfactory to Agent that the work is consistent with the recommendations set forth in the most recent Property Condition Assessment prepared by Trident Structural Engineers, P.C. (or another qualified professional engineer approved by Agent pursuant to Section 2.3(e)).

Permitted uses of funds in the Replacement Reserve Account shall be limited to capital repairs, replacements, or improvements to the building systems (including, without limitation, HVAC, plumbing, electrical, elevator, life safety, and building management systems), common areas, structural elements, building envelope (including roof, curtain wall, and waterproofing), and site improvements of the Property. Routine maintenance, ordinary operating expenses, and janitorial or cleaning services are expressly excluded from permitted uses.

Agent shall disburse the requested funds within ten (10) Business Days after Agent's receipt of a complete and conforming Replacement Reserve Disbursement Request and all required supporting documentation.

Section 2.3(d) — Cap on Accumulation. The maximum balance required to be accumulated in the Replacement Reserve Account shall be capped at $\\\\\\\\\\\\ (to be inserted based on the initial Property Condition Assessment delivered to Agent on or prior to the Closing Date and the estimated useful life of the building systems). Once the balance in the Replacement Reserve Account (including accrued investment income) equals or exceeds such cap, monthly deposits to the Replacement Reserve Account shall be suspended and shall resume when the balance in the Replacement Reserve Account falls below fifty percent (50%) of such cap.

Section 2.3(e) — Annual PCA Update. Borrower shall deliver to Agent an updated Property Condition Assessment (a "PCA") prepared by Trident Structural Engineers, P.C. (or another qualified professional engineer approved by Agent, such approval not to be unreasonably withheld, conditioned, or delayed) not less frequently than once every three (3) years following the date of issuance of the first TCO for the Property. Each PCA shall include, at a minimum, (a) an assessment of the condition of the building systems, structural elements, building envelope, and common areas; (b) an identification of recommended capital repairs, replacements, and improvements over the succeeding twelve (12) year period; (c) an estimated cost for each recommended item; and (d) a recommended annual replacement reserve contribution on a per-square-foot basis. Agent may adjust the monthly deposit amount and the cap described in Section 2.3(d) above based on the updated PCA, upon not less than sixty (60) days' prior written notice to Borrower.

Section 2.4 — Tenant Improvement / Leasing Commission Reserve

Section 2.4(a) — Establishment. On or prior to the Closing Date, Borrower shall establish and maintain with Agent a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — TI/LC Reserve Account" (the "TI/LC Reserve Account"). The TI/LC Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto.

Section 2.4(b) — Initial Deposit; Commencement of Monthly Deposits. On the Closing Date, Borrower shall deposit (or cause to be deposited from Loan proceeds, to the extent provided in the Loan Agreement) an amount equal to $\\\\\\\\\\\\ into the TI/LC Reserve Account, such amount having been determined based on the approved leasing plan and underwritten tenant improvement and leasing commission budget reviewed and approved by Agent, and being not less than $\\\\\\\\ per rentable square foot of the initial unleased space in the improvements on the Property (calculated based on the total rentable square footage minus the square footage subject to executed leases as of the Closing Date).

Monthly deposits to the TI/LC Reserve Account shall commence on the first Payment Date following the Closing Date and shall continue until the Property achieves the Leasing Threshold (85% economic occupancy) and maintains the Leasing Threshold for two (2) consecutive calendar quarters, as certified by Borrower and confirmed by Agent. The monthly deposit amount shall be $\\\\\\\\\\\\ per month, as calculated in accordance with the approved leasing plan attached hereto as Schedule 4 and sized to fund the underwritten tenant improvement and leasing commission obligations associated with projected lease-up of the Property.

Following the achievement and maintenance of the Leasing Threshold for two (2) consecutive calendar quarters, monthly deposits to the TI/LC Reserve Account may be reduced or suspended at Agent's discretion, upon written notice to Borrower. If, following any such reduction or suspension, the economic occupancy of the Property falls below eighty percent (80%) for any calendar quarter, monthly deposits at the original deposit rate shall be re-instated commencing on the first Payment Date following Borrower's receipt of written notice from Agent, and such re-instated deposits shall continue until the Leasing Threshold is again achieved and maintained for two (2) consecutive calendar quarters.

Section 2.4(c) — Permitted Disbursements. Disbursements from the TI/LC Reserve Account shall be made by Agent upon delivery by Borrower of a TI/LC Disbursement Request, substantially in the form of Exhibit C attached hereto, together with the following supporting documentation:

(i) a fully executed lease or lease amendment with respect to the applicable tenant space, which lease or lease amendment has been approved (or deemed approved) by Agent in accordance with the lease approval provisions of the Loan Agreement;

(ii) an itemized budget for tenant improvements and leasing commissions payable in connection with such lease, including a breakdown of hard costs, soft costs, and brokerage commissions;

(iii) invoices from contractors, subcontractors, architects, or brokers for work performed or commissions earned in connection with such lease;

(iv) unconditional partial or final lien waivers (as applicable) executed by all contractors, subcontractors, materialmen, and suppliers who have performed work or furnished materials for the applicable tenant improvements, in form and substance reasonably satisfactory to Agent; and

(v) Agent's confirmation that no Event of Default then exists (unless Agent, in its sole discretion, elects to permit the disbursement notwithstanding the existence of an Event of Default).

TI/LC disbursements shall be limited to market-rate tenant improvements and leasing commissions consistent with the approved leasing plan and the terms of the applicable lease. Agent shall have the right to engage a leasing consultant (at Borrower's expense, provided such expense is reasonable) to confirm that the tenant improvement allowances and leasing commissions provided for in any lease are consistent with prevailing market conditions for comparable Class A commercial office space in the Hudson Yards submarket of Manhattan, New York.

Agent shall disburse the requested funds within ten (10) Business Days after Agent's receipt of a complete and conforming TI/LC Disbursement Request and all required supporting documentation.

Section 2.4(d) — Rollover and Reallocation. If the Property achieves the Leasing Threshold (85% economic occupancy) on or before the Leasing Threshold Deadline of September 15, 2029, any funds remaining in the TI/LC Reserve Account in excess of $\\\\\\\\\\\\ (such amount being equal to the estimated tenant improvement and leasing commission costs for anticipated near-term lease expirations, renewals, and new leasing projected to occur within the twenty-four (24) month period following the Leasing Threshold Deadline, as set forth in the approved leasing plan) shall, at Borrower's written election delivered to Agent within thirty (30) days after Agent's confirmation that the Leasing Threshold has been achieved, be applied in one of the following manners:

(a) applied to the outstanding principal balance of the Loan as a voluntary prepayment (without prepayment premium or penalty);

(b) transferred to the Replacement Reserve Account, to be held and disbursed in accordance with Section 2.3 hereof; or

(c) released to Borrower (or as Borrower may direct in writing), by wire transfer to an account designated by Borrower, free and clear of any lien or security interest in favor of Agent;

in each case, subject to the condition that no Event of Default then exists. If Borrower fails to deliver a written election to Agent within such thirty (30) day period, Agent may, in its sole discretion, apply the excess funds in accordance with clause (a) above.

If the Leasing Threshold is not achieved by the Leasing Threshold Deadline, Agent may, in its sole discretion, upon written notice to Borrower: (I) require Borrower to increase monthly deposits to the TI/LC Reserve Account by an amount determined by Agent in its reasonable discretion; (II) restrict or limit disbursements from the TI/LC Reserve Account to leases meeting enhanced economic criteria specified by Agent; or (III) exercise any other rights available to Agent under the Loan Documents.

Section 2.5 — General Provisions Applicable to All Reserve Accounts

Section 2.5(a) — Account Control. All Reserve Accounts shall be subject to a Deposit Account Control Agreement (each, a "DACA") in favor of Agent, substantially in the form of Exhibit A attached hereto. Each DACA shall be executed and delivered by Borrower, Agent, and the applicable depository bank on or prior to the Closing Date (or, in the case of the Replacement Reserve Account, on or prior to the date on which such account is required to be established hereunder). The DACAs shall provide Agent with exclusive dominion and control over each Reserve Account. Borrower shall have no right to withdraw, transfer, or direct the disposition of funds from any Reserve Account except through the disbursement procedures expressly set forth in this Agreement. The depository bank shall comply with the instructions of Agent with respect to each Reserve Account without further consent of Borrower. In the event that the applicable depository bank ceases to qualify as a Qualified Institution, Borrower shall, within thirty (30) days after notice from Agent, transfer all funds in the affected Reserve Account to a replacement Eligible Account at a Qualified Institution, subject to a replacement DACA in favor of Agent.

Section 2.5(b) — Security Interest. Borrower hereby grants to Agent, for the benefit of the Lenders, a first-priority, continuing security interest in all Reserve Accounts and all funds, instruments, investment property, financial assets, and cash and non-cash proceeds thereof, including all investment income and gains earned thereon, as additional collateral for the Obligations under the Loan Agreement. This security interest is granted pursuant to and shall be governed by Article 9 of the Uniform Commercial Code as in effect in the State of New York and the State of Delaware. Borrower shall execute, deliver, and file (or authorize Agent to file) such UCC-1 financing statements (naming Borrower as debtor and Agent as secured party, to be filed with the Secretary of State of the State of Delaware and, if Agent so requests, with the filing office of the State of New York), continuation statements, amendments, and other documents and instruments as Agent may reasonably request from time to time to perfect and maintain the perfection and priority of Agent's security interest in the Reserve Accounts and the funds deposited therein. Borrower represents and warrants that, upon the execution and delivery of the DACAs and the filing of such financing statements, Agent shall have a perfected, first-priority security interest in the Reserve Accounts and all funds therein.

Section 2.5(c) — No Trust Relationship. The relationship between Borrower and Agent with respect to the Reserve Accounts is solely that of debtor and secured party, and Agent is not a trustee, fiduciary, or escrow agent with respect to any Reserve Account or the funds deposited therein. Agent shall have no liability to Borrower or any other person for investment losses on Permitted Investments, for fluctuations in investment returns, or for the failure of any Permitted Investment to achieve any particular rate of return. Agent shall have no obligation to invest or reinvest funds in the Reserve Accounts except as expressly provided in Section 2.1(e) hereof and the analogous provisions applicable to the other Reserve Accounts.

Section 2.5(d) — Statements. Agent shall provide Borrower with monthly statements for each Reserve Account, within fifteen (15) Business Days after the end of each calendar month, showing: (i) the opening balance of such Reserve Account as of the first day of such calendar month; (ii) all deposits received during such calendar month; (iii) all investment income earned and credited during such calendar month; (iv) all disbursements made during such calendar month (with a brief description of the purpose of each disbursement); and (v) the ending balance of such Reserve Account as of the last day of such calendar month. Agent shall use the form set forth in Exhibit D attached hereto (or such other form as Agent may adopt from time to time) for such monthly statements.

Section 2.5(e) — Commingling Prohibited. Funds in the Reserve Accounts shall not be commingled with the general funds of Agent, any Lender, or any depository bank, or with the funds of any other borrower, depositor, or customer of Agent or such depository bank. Each Reserve Account shall at all times be a segregated Eligible Account, maintained in the name of Borrower and subject to the exclusive control of Agent pursuant to the applicable DACA.

Section 2.5(f) — OFAC / AML Compliance. Funds on deposit in the Reserve Accounts shall at all times be subject to the anti-money laundering, sanctions, and Office of Foreign Assets Control ("OFAC") compliance provisions set forth in the Loan Agreement, including, without limitation, Borrower's representations and covenants that neither Borrower, nor any of its direct or indirect owners, nor any person or entity for whose benefit funds are deposited or disbursed, is a "Specially Designated National" or "Blocked Person" under OFAC regulations or otherwise subject to sanctions administered by the U.S. Department of the Treasury. Agent shall have the right to freeze or block any Reserve Account if Agent has a reasonable basis to believe that any funds therein may be connected to or derived from any activity prohibited by applicable anti-money laundering or sanctions laws.

ARTICLE 3 — CASH MANAGEMENT WATERFALL AND INTERACTION WITH RESERVE ACCOUNTS

Section 3.1 — Lockbox and Cash Management

The parties acknowledge and agree that operating revenues from the Property shall be collected and managed in accordance with that certain Cash Management Agreement of even date herewith, among Borrower, Agent, and the depository bank named therein (as amended, restated, supplemented, or otherwise modified from time to time, the "Cash Management Agreement"). Pursuant to the Cash Management Agreement, all operating revenues of the Property (including rents, reimbursements, fees, and other income) shall be deposited into the Lockbox Account and swept daily (or at such other frequency as provided in the Cash Management Agreement) into the Cash Management Account. The application of funds from the Cash Management Account to the Reserve Accounts established hereunder shall be made in accordance with the priority waterfall set forth in the Cash Management Agreement, as supplemented by the provisions of this Article 3. In the event of any inconsistency between the waterfall provisions of this Article 3 and the Cash Management Agreement, the provisions of the Cash Management Agreement shall control, unless this Agreement expressly provides otherwise.

Section 3.2 — Priority of Application During Construction Period

During the construction period (i.e., the period from the Closing Date through the date of Substantial Completion of the improvements on the Property), Loan proceeds and other funds available to Borrower shall be applied in the following order of priority:

1. Operating Expenses and Ground Rent. First, to the payment of operating expenses of the Property and Ground Rent in the amount of $4,200,000 per annum (or such adjusted amount as may be applicable under the Ground Lease), as and when due;

2. Debt Service. Second, to the payment of the Monthly Debt Service Amount, which shall be funded from the Interest Reserve Account in accordance with Section 2.1(b) hereof during the Interest Reserve Period;

3. Tax and Insurance Escrow Deposits. Third, to required monthly deposits to the Tax and Insurance Escrow Account (including both the Tax Escrow Subaccount and the Insurance Escrow Subaccount) in accordance with Section 2.2(c) hereof;

4. TI/LC Reserve Deposits. Fourth, to required monthly deposits to the TI/LC Reserve Account in accordance with Section 2.4(b) hereof;

5. Construction Disbursements. Fifth, to construction disbursements in accordance with the Building Loan Agreement and the Project Loan Agreement, subject to all conditions precedent to disbursement set forth therein; and

6. Remaining Funds. Sixth, any remaining funds shall be held in the Cash Management Account or applied as directed by Agent in accordance with the Loan Documents.

Section 3.3 — Priority of Application During Operating Period

Following Substantial Completion of the improvements on the Property (and issuance of the first TCO), operating revenues of the Property shall be applied in the following order of priority:

1. Operating Expenses and Ground Rent. First, to the payment of operating expenses of the Property (including property management fees, utilities, insurance deductibles, and ordinary repairs and maintenance) and Ground Rent as and when due;

2. Debt Service. Second, to the payment of the Monthly Debt Service Amount from operating revenues (and no longer from the Interest Reserve Account, unless the Interest Reserve Period has not yet expired and the Interest Reserve Account still has a positive balance);

3. Tax and Insurance Escrow Deposits. Third, to required monthly deposits to the Tax and Insurance Escrow Account in accordance with Section 2.2(c) hereof;

4. Replacement Reserve Deposits. Fourth, to required monthly deposits to the Replacement Reserve Account in accordance with Section 2.3(b) hereof (commencing twelve (12) months after the first TCO);

5. TI/LC Reserve Deposits. Fifth, to required monthly deposits to the TI/LC Reserve Account in accordance with Section 2.4(b) hereof;

6. Cash Sweep Amounts. Sixth, if a Cash Sweep Trigger Event (as defined in Section 3.4 below) has occurred and is continuing, all remaining Excess Cash Flow shall be swept into the Cash Sweep Subaccount and held as additional collateral in accordance with Section 3.4 hereof; and

7. Excess Cash Flow — Release to Borrower. Seventh, the balance of any Excess Cash Flow remaining after application in accordance with the foregoing priorities shall be released to Borrower (or as Borrower may direct in writing), subject to (a) no Event of Default then existing, and (b) Borrower's compliance with all financial covenants set forth in the Loan Agreement, including, without limitation, a Debt Service Coverage Ratio of not less than 1.20x, a loan-to-value ratio of not greater than 70.0%, and a Debt Yield of not less than 8.0%, in each case as of the most recent quarterly testing date.

Section 3.4 — Cash Sweep Trigger

A "Cash Sweep Trigger Event" shall be deemed to have occurred and be continuing if: (a) the combined Debt Service Coverage Ratio (tested quarterly on a trailing twelve-month basis, in accordance with the methodology set forth in the Loan Agreement) falls below 1.10x, or (b) an Event of Default exists under the Loan Agreement or any other Loan Document. Upon the occurrence and during the continuance of a Cash Sweep Trigger Event, all Excess Cash Flow (after application of funds in accordance with priorities one (1) through five (5) set forth in Section 3.3 above) shall be swept into the Cash Sweep Subaccount and held therein as additional collateral for the Obligations. Funds in the Cash Sweep Subaccount shall be invested in Permitted Investments at Agent's direction.

Funds held in the Cash Sweep Subaccount shall be released to Borrower upon the satisfaction of each of the following conditions: (i) the Debt Service Coverage Ratio has equaled or exceeded 1.20x for two (2) consecutive calendar quarters (as certified by Borrower and confirmed by Agent); and (ii) all Events of Default under the Loan Agreement and the other Loan Documents have been cured or waived in writing by Agent. Upon the satisfaction of such conditions, funds in the Cash Sweep Subaccount shall be released to Borrower (or as Borrower may direct in writing) within ten (10) Business Days after Agent's written confirmation of such release.

ARTICLE 4 — COVENANTS OF BORROWER

Section 4.1 — Timely Deposits

Borrower covenants and agrees that it shall make all required deposits to the Reserve Accounts on or before the applicable Payment Date (or such other date as is specified in this Agreement), in each case in immediately available funds. Failure by Borrower to make any required deposit to any Reserve Account within

RESERVE AGREEMENT
(Interest Reserve, Tax and Insurance Escrow, Replacement Reserve, and Tenant Improvement / Leasing Commission Reserve)
Hudson Yards West — 450 West 34th Street, New York, New York 10001
dated as of June 15, 2025
by and between
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, as Borrower
and
IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent and Lender
Senior Mortgage Loan — $475,000,000
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 C&H Matter No. 1031-00004
RESERVE AGREEMENT
THIS RESERVE AGREEMENT (this "Agreement") is made and entered into as of June 15, 2025 (the "Closing Date"), by and between HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company ("Borrower"), and IRONCLAD NATIONAL BANK, N.A., a national banking association, having an address at 277 Park Avenue, New York, New York 10172, in its capacity as administrative agent for the Lenders (as defined in the Loan Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, "Agent").
RECITALS
WHEREAS, Borrower and Agent have entered into that certain Senior Mortgage Loan Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Agent (on behalf of the Lenders) has agreed to make a senior mortgage loan to Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) (the "Loan"), subject to and in accordance with the terms and conditions set forth therein;
WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Mortgage"), executed and delivered by Borrower in favor of Agent, encumbering the real property commonly known as 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City, County, and State of New York, together with all improvements thereon, appurtenances thereto, and all other property described in the Mortgage (collectively, the "Property");
WHEREAS, Borrower and Agent have entered into that certain Building Loan Agreement of even date herewith and that certain Project Loan Agreement of even date herewith, each pursuant to Article 2 of the New York Lien Law, governing the disbursement of Loan proceeds for the construction of improvements on the Property;
WHEREAS, it is a condition precedent to the initial advance of Loan proceeds under the Loan Agreement that Borrower establish and fund the reserve accounts described herein (collectively, the "Reserve Accounts"), and that Borrower and Agent enter into this Agreement to set forth the terms and conditions governing the establishment, funding, maintenance, disbursement, and application of funds held in such Reserve Accounts;
WHEREAS, Borrower desires to establish such Reserve Accounts and to comply with the reserve requirements set forth in the Loan Agreement and this Agreement; and
WHEREAS, this Agreement supplements and is incorporated by reference into the Loan Agreement and the other Loan Documents, and capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the making of the Loan by Agent and the Lenders, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agent" means Ironclad National Bank, N.A., a national banking association, having its principal office at 277 Park Avenue, New York, New York 10172, acting in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity.
"Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Cash Management Account" means the account established and maintained pursuant to that certain Cash Management Agreement of even date herewith, among Borrower, Agent, and the depository bank named therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Cash Sweep Subaccount" means the subaccount within the Cash Management Account (or such separate Eligible Account as Agent may designate) into which Excess Cash Flow is swept upon the occurrence of a Cash Sweep Trigger Event, as more particularly described in Section 3.4 hereof.
"Closing Date" means June 15, 2025.
"Construction Budget" means the detailed budget for the construction and development of the improvements on the Property, a summary of which is attached hereto as Schedule 1 and made a part hereof, reflecting total project costs of Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000), including the guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000) under the GMP Contract.
"Conversion Date" means the date on which the Loan converts from an interest-only loan to an amortizing loan, as set forth in the Loan Agreement.
"DACA" means a Deposit Account Control Agreement, substantially in the form of Exhibit A attached hereto, among Borrower, Agent, and the applicable depository bank with respect to each Reserve Account.
"Debt Service" means all payments of interest and, following the Conversion Date, principal and interest, due and payable under the Loan in accordance with the Loan Agreement and the promissory note evidencing the Loan.
"DSCR" or "Debt Service Coverage Ratio" means the ratio of Net Operating Income to Debt Service for the applicable measurement period, as calculated in accordance with the Loan Agreement.
"Eligible Account" means a segregated trust account maintained at a Qualified Institution that satisfies the requirements of Section 9.8 of the Loan Agreement, including, without limitation, the requirement that the Qualified Institution maintain a long-term deposit or unsecured debt rating from Pinnacle Ratings Group equivalent to the minimum thresholds set forth in the Loan Agreement.
"Event of Default" has the meaning ascribed to such term in Section 8.1 of the Loan Agreement.
"Excess Cash Flow" means, for any period, the amount, if any, by which the gross revenues of the Property for such period exceed the sum of (a) operating expenses, (b) Ground Rent, (c) Debt Service, (d) required deposits to the Reserve Accounts, and (e) any other amounts required to be paid or reserved under the Loan Documents, all as more particularly defined in the Loan Agreement.
"GMP Contract" means that certain Guaranteed Maximum Price Contract No. CCG-HYW-2025-001, dated as of the Closing Date, between Borrower and Cobalt Construction Group, Inc., a New York corporation, providing for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000) for the construction of the improvements on the Property, as the same may be amended in accordance with the terms thereof and the Loan Agreement.
"Ground Lease" means that certain ground lease dated June 1, 2020, between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC"), as ground lessee (as subsequently assigned and assumed in connection with the transactions contemplated by the Loan Documents), recorded in the Office of the City Register of the City of New York under City Register File Number ("CRFN") 2020000198762 (NYC ACRIS), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Agreement.
"Ground Rent" means the annual ground rent payable under the Ground Lease in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000) per annum, subject to adjustment based on the Consumer Price Index escalation provisions set forth in the Ground Lease (with adjustments occurring every five (5) years), payable in accordance with the terms and conditions of the Ground Lease.
"Initial Maturity Date" means June 15, 2029, subject to extension as provided in the Loan Agreement.
"Insurance Escrow Subaccount" means the subaccount within the Tax and Insurance Escrow Account established for the deposit and disbursement of funds for insurance premiums, as more particularly described in Section 2.2 hereof.
"Interest Period" means each calendar month during the term of the Loan (or, if the Loan Agreement provides for a different SOFR interest period, the applicable interest period under the Loan Agreement).
"Interest Rate" means the per annum rate of interest applicable to the Loan as set forth in the Loan Agreement, which as of the Closing Date is Term SOFR (subject to a floor of one percent (1.00%) per annum (the "SOFR Floor")) plus four hundred twenty-five (425) basis points per annum.
"Interest Reserve Account" has the meaning set forth in Section 2.1(a) hereof.
"Interest Reserve Initial Deposit" means the sum of Seventy-Two Million and 00/100 Dollars ($72,000,000), representing the initial deposit to the Interest Reserve Account on the Closing Date.
"Interest Reserve Period" means the twenty-four (24) month period commencing on the Closing Date and ending on June 15, 2027 (or such earlier date on which the Interest Reserve Account balance is reduced to zero, if applicable), the last day of such period being referred to herein as the "Interest Reserve Termination Date."
"Interest Reserve Replenishment Amount" has the meaning set forth in Section 2.1(c) hereof.
"Leasing Threshold" means the achievement by the Property of economic occupancy (as determined in accordance with the Loan Agreement) of not less than eighty-five percent (85%) of the total rentable square footage of the improvements on the Property.
"Leasing Threshold Deadline" means September 15, 2029, being the date that is thirty (30) months after the projected issuance of the first TCO for the Property.
"Loan Agreement" means that certain Senior Mortgage Loan Agreement dated as of June 15, 2025, between Borrower and Agent (on behalf of the Lenders), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning ascribed to such term in the Loan Agreement.
"Lockbox Account" means the lockbox account established pursuant to the Cash Management Agreement.
"Monthly Debt Service Amount" means the aggregate amount of interest (and, after the Conversion Date, amortization of principal) due for the applicable Interest Period, calculated in accordance with the terms and provisions of the Loan Agreement and the promissory note evidencing the Loan.
"Net Operating Income" has the meaning ascribed to such term in the Loan Agreement.
"Obligations" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, all indebtedness, liabilities, and obligations of Borrower to Agent and the Lenders under the Loan Agreement, the promissory note, the Mortgage, this Agreement, and the other Loan Documents.
"Payment Date" has the meaning ascribed to such term in the Loan Agreement.
"Permitted Investments" means (a) direct obligations of the United States of America or obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, in each case maturing within thirty (30) days from the date of acquisition thereof; (b) money-market funds that (i) comply with the criteria set forth in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, (ii) are rated not lower than "AAAm" by Pinnacle Ratings Group (or the equivalent rating by another nationally recognized statistical rating organization approved by Agent), and (iii) have total assets in excess of $5,000,000,000; or (c) such other investments as Agent may approve in writing from time to time.
"Property" means the real property commonly known as 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City, County, and State of New York, together with all improvements thereon, appurtenances thereto, fixtures, and all other property encumbered by the Mortgage.
"Qualified Institution" means any bank or trust company organized under the laws of the United States or any state thereof, having combined capital and surplus of not less than Five Hundred Million and 00/100 Dollars ($500,000,000) and a long-term unsecured debt rating from Pinnacle Ratings Group of not less than "A–" (or the equivalent rating from another nationally recognized statistical rating organization reasonably approved by Agent).
"Replacement Reserve Account" has the meaning set forth in Section 2.3(a) hereof.
"Required Insurance Policies" has the meaning ascribed to such term in the Loan Agreement and includes, without limitation, those policies described on Schedule 3 attached hereto.
"Reserve Accounts" means, collectively, the Interest Reserve Account, the Tax and Insurance Escrow Account (including the Tax Escrow Subaccount and the Insurance Escrow Subaccount), the Replacement Reserve Account, and the TI/LC Reserve Account.
"Substantial Completion" has the meaning ascribed to such term in the Loan Agreement, which as of the Closing Date is targeted for December 15, 2027.
"Tax and Insurance Escrow Account" has the meaning set forth in Section 2.2(a) hereof.
"Tax Escrow Subaccount" means the subaccount within the Tax and Insurance Escrow Account established for the deposit and disbursement of funds for real estate taxes, as more particularly described in Section 2.2 hereof.
"TCO" means a Temporary Certificate of Occupancy issued by the New York City Department of Buildings with respect to the improvements on the Property; the first TCO is projected to be issued on or about March 15, 2028.
"TI/LC Reserve Account" has the meaning set forth in Section 2.4(a) hereof.
Section 1.2 — Rules of Construction
The rules of construction set forth in Section 1.2 of the Loan Agreement are hereby incorporated by reference into this Agreement and shall apply to this Agreement as if fully set forth herein. Without limiting the generality of the foregoing: (a) all dollar amounts referenced in this Agreement are in lawful currency of the United States of America; (b) the term "including" (and correlative terms such as "include" and "includes") means "including without limitation"; (c) headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof; (d) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the respective Sections, Articles, Schedules, and Exhibits of and to this Agreement unless otherwise specified; (e) references to any agreement, instrument, or document shall be deemed to include all exhibits, schedules, and attachments thereto and all amendments, restatements, supplements, and other modifications thereof; (f) words of the masculine gender shall be deemed to include correlative words of the feminine and neuter genders, and vice versa; (g) words importing the singular number shall include the plural number and vice versa; and (h) references to any statute, rule, or regulation shall be deemed to include all amendments thereto, all successor statutes, rules, and regulations, and all rules and regulations promulgated thereunder.
ARTICLE 2 — ESTABLISHMENT OF RESERVE ACCOUNTS
Section 2.1 — Interest Reserve
Section 2.1(a) — Establishment and Initial Deposit.  On or prior to the Closing Date, Borrower shall establish and maintain with Agent (or Agent's designee) a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — Interest Reserve Account" (the "Interest Reserve Account"). The Interest Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto. Borrower shall have no right to withdraw funds from the Interest Reserve Account except through the disbursement procedures expressly set forth in this Agreement.
On the Closing Date, Borrower shall deposit (or cause to be deposited from Loan proceeds, to the extent provided in the Loan Agreement) the sum of Seventy-Two Million and 00/100 Dollars ($72,000,000) into the Interest Reserve Account (the "Interest Reserve Initial Deposit"). The parties acknowledge and agree that the Interest Reserve Initial Deposit represents an estimate of approximately twenty-four (24) months of Debt Service on the Loan during the construction period, calculated based on the Interest Rate as of the Closing Date (being Term SOFR plus 425 basis points per annum, subject to the SOFR Floor of 1.00%) applied against projected average outstanding Loan balances under the approved Disbursement Schedule attached hereto as Schedule 2. The parties further acknowledge that actual Debt Service amounts during the Interest Reserve Period will vary based on fluctuations in Term SOFR and the timing and amounts of actual Loan disbursements, and accordingly, the Interest Reserve Initial Deposit may prove to be more or less than the aggregate amount of Debt Service actually due during the Interest Reserve Period.
Section 2.1(b) — Monthly Disbursements from Interest Reserve.  On each Payment Date occurring during the Interest Reserve Period, Agent shall disburse from the Interest Reserve Account an amount equal to the Monthly Debt Service Amount for the applicable Interest Period, and Agent shall apply such disbursement directly to the payment of interest (and, if applicable following the Conversion Date, principal and interest) then due and payable under the Loan. Such disbursement and application shall be deemed a payment of Debt Service by Borrower for all purposes under the Loan Documents.
Within fifteen (15) Business Days after each such Payment Date (or at such earlier time as Agent may elect), Agent shall deliver to Borrower a statement reflecting: (i) the disbursement amount for such Payment Date; (ii) the calculation thereof, specifying the applicable Term SOFR rate, the SOFR Floor, the spread of 425 basis points, the number of days in the applicable Interest Period, and the outstanding principal balance of the Loan as of the first day of such Interest Period; and (iii) the remaining balance in the Interest Reserve Account after giving effect to such disbursement and any investment income credited thereto.
If on any Payment Date during the Interest Reserve Period the balance in the Interest Reserve Account (including any accrued and credited investment income) is insufficient to pay the full Monthly Debt Service Amount then due, Borrower shall deposit the deficiency into the Interest Reserve Account not later than five (5) Business Days prior to such Payment Date. Borrower's failure to deposit such deficiency within such five (5) Business Day period shall constitute an Event of Default under the Loan Agreement, without the requirement of any notice or cure period (except as may be expressly provided in the Loan Agreement with respect to monetary defaults).
Section 2.1(c) — Replenishment.  During the Interest Reserve Period, Agent shall, not less frequently than once per calendar quarter, evaluate the adequacy of the remaining balance in the Interest Reserve Account by reference to then-current forward Term SOFR curves (as published by a nationally recognized financial data service selected by Agent in its reasonable discretion), the projected remaining Loan disbursements under the approved Disbursement Schedule, and the remaining number of months in the Interest Reserve Period. If, based on such evaluation, Agent reasonably determines that the remaining balance in the Interest Reserve Account is projected to be insufficient to fund the next six (6) months of Monthly Debt Service Amounts (or, if fewer than six (6) months remain in the Interest Reserve Period, all remaining Monthly Debt Service Amounts), Agent shall deliver written notice thereof to Borrower (a "Replenishment Notice"), specifying the projected shortfall in reasonable detail. Within thirty (30) days after Borrower's receipt of a Replenishment Notice, Borrower shall deposit into the Interest Reserve Account additional funds in an amount reasonably determined by Agent to be sufficient to cure such projected shortfall (the "Interest Reserve Replenishment Amount"). Agent's determination of the Interest Reserve Replenishment Amount shall be made in good faith and shall take into account the same forward Term SOFR curves, projected Loan disbursements, and remaining Interest Reserve Period used in the underlying adequacy evaluation.
Borrower's failure to deposit the Interest Reserve Replenishment Amount within the thirty (30) day period specified above shall constitute an Event of Default under the Loan Agreement, subject to any applicable notice and cure provisions set forth therein.
Section 2.1(d) — Excess Funds; Termination.  Upon the earliest to occur of (i) the Interest Reserve Termination Date, (ii) the date on which the Property has achieved the Leasing Threshold and the Debt Service Coverage Ratio equals or exceeds 1.20x for two (2) consecutive calendar quarters (as certified by Borrower and confirmed by Agent), and (iii) the date of prepayment or repayment in full of the Loan, any funds remaining in the Interest Reserve Account (including accrued investment income) shall be disbursed as follows:
First, to the payment of any amounts then due and owing under the Loan Documents (including, without limitation, accrued and unpaid interest, principal, late charges, default interest, and any fees, costs, or expenses payable to Agent or the Lenders); and
Second, the balance, if any, to Borrower (or as Borrower may direct in writing), by wire transfer to an account designated by Borrower, free and clear of any lien or security interest in favor of Agent.
Following the termination of the Interest Reserve Period (whether by expiration of the twenty-four (24) month period, early termination pursuant to clause (ii) above, or repayment of the Loan), Borrower shall be solely responsible for the payment of all Debt Service from operating revenues of the Property or other sources available to Borrower, in accordance with the Loan Agreement and the Cash Management Agreement.
Section 2.1(e) — Investment of Funds.  Funds on deposit in the Interest Reserve Account shall, at Borrower's written direction delivered to Agent from time to time, be invested in Permitted Investments; provided, however, that (x) Agent shall have the right to approve the specific Permitted Investment selected by Borrower (such approval not to be unreasonably withheld, conditioned, or delayed), (y) the maturity date of any Permitted Investment shall not extend beyond the next succeeding Payment Date (unless Agent otherwise consents), and (z) if Borrower fails to deliver investment instructions to Agent, funds shall be held uninvested or invested in Agent's standard overnight sweep vehicle (provided such sweep vehicle qualifies as a Permitted Investment). All investment income and gains earned on amounts deposited in the Interest Reserve Account shall be credited to the Interest Reserve Account and shall constitute part of the Interest Reserve for all purposes under this Agreement. All investment losses and any taxes on investment income shall be for Borrower's account and shall not reduce Agent's right to receive the full amount of any required deposit or disbursement hereunder. Risk of loss on Permitted Investments shall be borne solely by Borrower.
Section 2.2 — Tax and Insurance Escrow
Section 2.2(a) — Establishment.  On or prior to the Closing Date, Borrower shall establish and maintain with Agent a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — Tax and Insurance Escrow Account" (the "Tax and Insurance Escrow Account"). The Tax and Insurance Escrow Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto. The Tax and Insurance Escrow Account shall include two subaccounts: (i) a subaccount designated the "Tax Escrow Subaccount" for the collection and disbursement of funds for the payment of real estate taxes, assessments, and other governmental charges with respect to the Property, and (ii) a subaccount designated the "Insurance Escrow Subaccount" for the collection and disbursement of funds for the payment of premiums on all Required Insurance Policies.
Section 2.2(b) — Initial Deposits.  On the Closing Date, Borrower shall make the following initial deposits into the Tax and Insurance Escrow Account:
Tax Escrow Subaccount: Borrower shall deposit an amount equal to one-twelfth (1/12th) of the estimated annual real estate taxes for the Property (as shown on the most recent tax bill issued by the New York City Department of Finance, or, during the construction period prior to the issuance of a final tax assessment reflecting the completed improvements, as reasonably estimated by Agent based on the current assessed value and applicable tax rate for Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan), multiplied by the number of full calendar months elapsed since the last real property tax payment date, plus a cushion equal to two (2) additional months' tax escrow deposits. The initial deposit to the Tax Escrow Subaccount is estimated at $\\\\\\\\\\\\ (to be completed based on the final NYC Department of Finance tax assessment available as of the Closing Date and confirmed in writing by Agent prior to the initial advance).
Insurance Escrow Subaccount: Borrower shall deposit an amount equal to one-twelfth (1/12th) of the estimated annual insurance premiums for all Required Insurance Policies (as defined in the Loan Agreement, including, without limitation, the builder's risk all-risk insurance policy in the amount of Five Hundred Million and 00/100 Dollars ($500,000,000) issued by Fortis Indemnity Insurance Co. (Policy No. FII-BRK-2025-07841) and placed through Castleton Insurance Brokerage, Inc.), multiplied by the number of full calendar months elapsed since the last insurance premium payment date, plus a cushion equal to two (2) additional months' insurance escrow deposits. The initial deposit to the Insurance Escrow Subaccount is estimated at $\\\\\\\\\\\\ (to be completed based on the final insurance premium schedule delivered by Castleton Insurance Brokerage, Inc. and confirmed in writing by Agent prior to the initial advance).
Section 2.2(c) — Monthly Deposits.  Commencing on the first Payment Date following the Closing Date and continuing on each Payment Date thereafter during the term of the Loan, Borrower shall deposit into the Tax Escrow Subaccount an amount equal to one-twelfth (1/12th) of the annual real estate taxes for the Property as reasonably estimated by Agent. Agent shall adjust the monthly deposit amount annually upon receipt of final tax bills from the New York City Department of Finance, and Agent shall provide Borrower with written notice of any such adjustment not less than thirty (30) days prior to the effective date thereof.
Commencing on the first Payment Date following the Closing Date and continuing on each Payment Date thereafter during the term of the Loan, Borrower shall deposit into the Insurance Escrow Subaccount an amount equal to one-twelfth (1/12th) of the aggregate annual insurance premiums for all Required Insurance Policies as reasonably estimated by Agent. Agent shall adjust the monthly deposit amount annually upon receipt of premium invoices or renewal quotes from the applicable insurers or Castleton Insurance Brokerage, Inc., and Agent shall provide Borrower with written notice of any such adjustment not less than thirty (30) days prior to the effective date thereof.
During the construction period (from the Closing Date through Substantial Completion), monthly deposits to the Tax and Insurance Escrow Account shall also account for Ground Rent payments in the amount of Three Hundred Fifty Thousand and 00/100 Dollars ($350,000) per month (being one-twelfth (1/12th) of the annual Ground Rent of $4,200,000), unless Ground Rent is addressed in a separate escrow established under the Ground Lease Estoppel delivered in connection with the Closing Date or is otherwise reserved under the Cash Management Agreement. [Note: The parties shall confirm prior to the initial advance whether Ground Rent escrow is consolidated within this Tax and Insurance Escrow Account or is handled under a separate reserve arrangement pursuant to the Ground Lease Estoppel.]
Section 2.2(d) — Disbursements.  Subject to the provisions of this Section 2.2(d), Agent shall disburse funds from the Tax Escrow Subaccount directly to the New York City Department of Finance (or other applicable taxing authority) not later than thirty (30) days prior to the date on which any installment of real estate taxes, assessments, water and sewer charges, or other governmental charges with respect to the Property becomes due and payable; provided, however, that no such disbursement shall be made if an Event of Default then exists (unless Agent, in its sole discretion, elects to make such disbursement to protect the security of the Mortgage).
Agent shall disburse funds from the Insurance Escrow Subaccount directly to the applicable insurer or, at Borrower's written request, to Castleton Insurance Brokerage, Inc. for prompt remittance to the applicable insurer, not later than thirty (30) days prior to the expiration date of any Required Insurance Policy; provided, however, that no such disbursement shall be made if an Event of Default then exists (unless Agent, in its sole discretion, elects to make such disbursement to protect the security of the Mortgage). Borrower shall deliver to Agent copies of all premium invoices and renewal notices promptly upon receipt thereof.
If an Event of Default exists, Agent may, in its sole discretion, apply funds in the Tax and Insurance Escrow Account (including both subaccounts) to the Obligations in such order and manner as Agent may determine, in accordance with Article 6 of this Agreement.
Section 2.2(e) — Adjustments; Shortfalls; Surpluses.  Agent shall perform an annual reconciliation of each subaccount of the Tax and Insurance Escrow Account within thirty (30) days after Agent's receipt of final tax bills from the New York City Department of Finance and final insurance invoices or premium statements from the applicable insurers or Castleton Insurance Brokerage, Inc. If such reconciliation reveals that a shortfall exists in either subaccount (i.e., the actual or projected annual charge exceeds the aggregate of the deposits made or scheduled to be made for the applicable period), Borrower shall, at Borrower's election (subject to Agent's approval, not to be unreasonably withheld), either (a) increase the monthly deposits to the applicable subaccount in equal installments over the succeeding twelve (12) months to eliminate the shortfall, or (b) deposit a lump sum equal to the shortfall amount into the applicable subaccount within thirty (30) days after notice thereof from Agent.
If such reconciliation reveals that a surplus exists in either subaccount that exceeds two (2) months' worth of the then-current monthly deposit amount for such subaccount, the excess surplus shall be credited against Borrower's future monthly deposit obligations for such subaccount until the surplus is fully applied; provided, however, that no surplus shall be returned or credited to Borrower if an Event of Default exists.
The parties acknowledge that the Loan is a commercial loan and that the Real Estate Settlement Procedures Act ("RESPA") and the regulations promulgated thereunder may not be applicable to the Tax and Insurance Escrow Account. To the extent that RESPA or any analogous state law is determined to be applicable, the provisions of this Section 2.2 shall be interpreted and applied in a manner consistent with such requirements, and in the event of any conflict, the applicable statutory or regulatory requirements shall control.
Section 2.2(f) — Tax Protests.  Borrower reserves the right, at Borrower's sole cost and expense, to contest any real property tax assessment, valuation, or levy affecting the Property by appropriate proceedings diligently conducted in good faith; provided, however, that: (i) Borrower shall deliver written notice to Agent of Borrower's intention to initiate or continue any such contest not less than thirty (30) days prior to the deadline for filing such contest or, if such thirty (30) day advance notice is not practicable, as promptly as practicable; (ii) Borrower shall deposit into the Tax Escrow Subaccount the full amount of the contested taxes, assessments, or charges pending final resolution of such contest (unless such amounts are otherwise held in escrow by the applicable taxing authority or court); and (iii) no real property tax lien shall be permitted to remain unpaid and undischarged beyond any applicable statutory grace period unless Borrower has obtained a bond or other security or insurance in form and amount satisfactory to Agent in its reasonable discretion. The prosecution of any tax contest shall be at Borrower's sole expense, and all reasonable attorneys' fees, filing fees, expert witness fees, and other costs and expenses incurred in connection therewith shall be for Borrower's account. Any tax refund or reduction in assessment obtained as a result of such contest shall be deposited into the Tax Escrow Subaccount (or, if the Tax Escrow Subaccount then has a surplus, released to Borrower, subject to no Event of Default existing).
Section 2.3 — Replacement Reserve
Section 2.3(a) — Establishment.  On or prior to the Closing Date (or, at Agent's election, on or prior to the date that is twelve (12) months prior to the commencement of monthly deposits as described in Section 2.3(b) below), Borrower shall establish and maintain with Agent a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — Replacement Reserve Account" (the "Replacement Reserve Account"). The Replacement Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto.
Section 2.3(b) — Initial Deposit; Commencement of Monthly Deposits.  No initial deposit shall be required on the Closing Date with respect to the Replacement Reserve Account, given that the improvements on the Property will consist entirely of new construction that is not expected to require capital repairs or replacements during the initial years following completion.
Monthly deposits to the Replacement Reserve Account shall commence on the first Payment Date occurring twelve (12) months after the date of issuance of the first TCO for the Property by the New York City Department of Buildings. Based on the current projected issuance date of the first TCO of March 15, 2028, the first monthly deposit is projected to be due on or about March 15, 2029 (or the first Payment Date occurring on or after such date).
The monthly deposit amount shall be equal to one-twelfth (1/12th) of the product of (x) $0.25 per rentable square foot of the improvements on the Property per annum, multiplied by (y) the total rentable area of the improvements on the Property as certified by the architect of record (Polaris Architecture + Design LLP, or its successor) upon Substantial Completion. The initial total rentable area shall be \\\\\\\\\\\\\_ rentable square feet as set forth in the architect's certification delivered to Agent. [Drafting note: To be confirmed and populated upon receipt of final plans and the architect's certification of rentable square footage.]
Agent may adjust the per-square-foot deposit amount on each anniversary of the first required deposit date based on the greater of (I) the percentage increase (if any) in the Consumer Price Index for All Urban Consumers (CPI-U), New York-Newark-Jersey City, NY-NJ-CT-PA, as published by the U.S. Bureau of Labor Statistics, for the twelve (12) month period ending on the most recently available measurement date preceding such anniversary, and (II) the recommendations set forth in the most recent Property Condition Assessment delivered to Agent pursuant to Section 2.3(e) below.
Section 2.3(c) — Permitted Disbursements.  Disbursements from the Replacement Reserve Account shall be made by Agent upon delivery by Borrower of a Replacement Reserve Disbursement Request, substantially in the form of Exhibit B attached hereto, together with the following supporting documentation:
(i) a reasonably detailed description of the capital repair, replacement, or improvement for which the disbursement is requested;
(ii) evidence satisfactory to Agent that the work described in the disbursement request has been completed in a good and workmanlike manner in compliance with all applicable laws, or, if the work has not been completed, evidence that funds are required for payment of a contractor's or vendor's invoice that is then due and payable under a bona fide contract;
(iii) unconditional partial or final lien waivers (as applicable) executed by all contractors, subcontractors, materialmen, and suppliers who have performed work or furnished materials in connection with the applicable capital repair or replacement, in form and substance reasonably satisfactory to Agent;
(iv) Agent's confirmation that no Event of Default then exists (unless Agent, in its sole discretion, elects to permit the disbursement notwithstanding the existence of an Event of Default in order to protect the security of the Mortgage); and
(v) if the amount of the requested disbursement exceeds Two Hundred Fifty Thousand and 00/100 Dollars ($250,000), evidence satisfactory to Agent that the work is consistent with the recommendations set forth in the most recent Property Condition Assessment prepared by Trident Structural Engineers, P.C. (or another qualified professional engineer approved by Agent pursuant to Section 2.3(e)).
Permitted uses of funds in the Replacement Reserve Account shall be limited to capital repairs, replacements, or improvements to the building systems (including, without limitation, HVAC, plumbing, electrical, elevator, life safety, and building management systems), common areas, structural elements, building envelope (including roof, curtain wall, and waterproofing), and site improvements of the Property. Routine maintenance, ordinary operating expenses, and janitorial or cleaning services are expressly excluded from permitted uses.
Agent shall disburse the requested funds within ten (10) Business Days after Agent's receipt of a complete and conforming Replacement Reserve Disbursement Request and all required supporting documentation.
Section 2.3(d) — Cap on Accumulation.  The maximum balance required to be accumulated in the Replacement Reserve Account shall be capped at $\\\\\\\\\\\\ (to be inserted based on the initial Property Condition Assessment delivered to Agent on or prior to the Closing Date and the estimated useful life of the building systems). Once the balance in the Replacement Reserve Account (including accrued investment income) equals or exceeds such cap, monthly deposits to the Replacement Reserve Account shall be suspended and shall resume when the balance in the Replacement Reserve Account falls below fifty percent (50%) of such cap.
Section 2.3(e) — Annual PCA Update.  Borrower shall deliver to Agent an updated Property Condition Assessment (a "PCA") prepared by Trident Structural Engineers, P.C. (or another qualified professional engineer approved by Agent, such approval not to be unreasonably withheld, conditioned, or delayed) not less frequently than once every three (3) years following the date of issuance of the first TCO for the Property. Each PCA shall include, at a minimum, (a) an assessment of the condition of the building systems, structural elements, building envelope, and common areas; (b) an identification of recommended capital repairs, replacements, and improvements over the succeeding twelve (12) year period; (c) an estimated cost for each recommended item; and (d) a recommended annual replacement reserve contribution on a per-square-foot basis. Agent may adjust the monthly deposit amount and the cap described in Section 2.3(d) above based on the updated PCA, upon not less than sixty (60) days' prior written notice to Borrower.
Section 2.4 — Tenant Improvement / Leasing Commission Reserve
Section 2.4(a) — Establishment.  On or prior to the Closing Date, Borrower shall establish and maintain with Agent a segregated Eligible Account titled "Hudson Yards West Mortgage LLC — TI/LC Reserve Account" (the "TI/LC Reserve Account"). The TI/LC Reserve Account shall be maintained at a Qualified Institution and shall at all times be subject to a DACA in favor of Agent, substantially in the form of Exhibit A attached hereto.
Section 2.4(b) — Initial Deposit; Commencement of Monthly Deposits.  On the Closing Date, Borrower shall deposit (or cause to be deposited from Loan proceeds, to the extent provided in the Loan Agreement) an amount equal to $\\\\\\\\\\\\ into the TI/LC Reserve Account, such amount having been determined based on the approved leasing plan and underwritten tenant improvement and leasing commission budget reviewed and approved by Agent, and being not less than $\\\\\\\\ per rentable square foot of the initial unleased space in the improvements on the Property (calculated based on the total rentable square footage minus the square footage subject to executed leases as of the Closing Date).
Monthly deposits to the TI/LC Reserve Account shall commence on the first Payment Date following the Closing Date and shall continue until the Property achieves the Leasing Threshold (85% economic occupancy) and maintains the Leasing Threshold for two (2) consecutive calendar quarters, as certified by Borrower and confirmed by Agent. The monthly deposit amount shall be $\\\\\\\\\\\\ per month, as calculated in accordance with the approved leasing plan attached hereto as Schedule 4 and sized to fund the underwritten tenant improvement and leasing commission obligations associated with projected lease-up of the Property.
Following the achievement and maintenance of the Leasing Threshold for two (2) consecutive calendar quarters, monthly deposits to the TI/LC Reserve Account may be reduced or suspended at Agent's discretion, upon written notice to Borrower. If, following any such reduction or suspension, the economic occupancy of the Property falls below eighty percent (80%) for any calendar quarter, monthly deposits at the original deposit rate shall be re-instated commencing on the first Payment Date following Borrower's receipt of written notice from Agent, and such re-instated deposits shall continue until the Leasing Threshold is again achieved and maintained for two (2) consecutive calendar quarters.
Section 2.4(c) — Permitted Disbursements.  Disbursements from the TI/LC Reserve Account shall be made by Agent upon delivery by Borrower of a TI/LC Disbursement Request, substantially in the form of Exhibit C attached hereto, together with the following supporting documentation:
(i) a fully executed lease or lease amendment with respect to the applicable tenant space, which lease or lease amendment has been approved (or deemed approved) by Agent in accordance with the lease approval provisions of the Loan Agreement;
(ii) an itemized budget for tenant improvements and leasing commissions payable in connection with such lease, including a breakdown of hard costs, soft costs, and brokerage commissions;
(iii) invoices from contractors, subcontractors, architects, or brokers for work performed or commissions earned in connection with such lease;
(iv) unconditional partial or final lien waivers (as applicable) executed by all contractors, subcontractors, materialmen, and suppliers who have performed work or furnished materials for the applicable tenant improvements, in form and substance reasonably satisfactory to Agent; and
(v) Agent's confirmation that no Event of Default then exists (unless Agent, in its sole discretion, elects to permit the disbursement notwithstanding the existence of an Event of Default).
TI/LC disbursements shall be limited to market-rate tenant improvements and leasing commissions consistent with the approved leasing plan and the terms of the applicable lease. Agent shall have the right to engage a leasing consultant (at Borrower's expense, provided such expense is reasonable) to confirm that the tenant improvement allowances and leasing commissions provided for in any lease are consistent with prevailing market conditions for comparable Class A commercial office space in the Hudson Yards submarket of Manhattan, New York.
Agent shall disburse the requested funds within ten (10) Business Days after Agent's receipt of a complete and conforming TI/LC Disbursement Request and all required supporting documentation.
Section 2.4(d) — Rollover and Reallocation.  If the Property achieves the Leasing Threshold (85% economic occupancy) on or before the Leasing Threshold Deadline of September 15, 2029, any funds remaining in the TI/LC Reserve Account in excess of $\\\\\\\\\\\\ (such amount being equal to the estimated tenant improvement and leasing commission costs for anticipated near-term lease expirations, renewals, and new leasing projected to occur within the twenty-four (24) month period following the Leasing Threshold Deadline, as set forth in the approved leasing plan) shall, at Borrower's written election delivered to Agent within thirty (30) days after Agent's confirmation that the Leasing Threshold has been achieved, be applied in one of the following manners:
(a) applied to the outstanding principal balance of the Loan as a voluntary prepayment (without prepayment premium or penalty);
(b) transferred to the Replacement Reserve Account, to be held and disbursed in accordance with Section 2.3 hereof; or
(c) released to Borrower (or as Borrower may direct in writing), by wire transfer to an account designated by Borrower, free and clear of any lien or security interest in favor of Agent;
in each case, subject to the condition that no Event of Default then exists. If Borrower fails to deliver a written election to Agent within such thirty (30) day period, Agent may, in its sole discretion, apply the excess funds in accordance with clause (a) above.
If the Leasing Threshold is not achieved by the Leasing Threshold Deadline, Agent may, in its sole discretion, upon written notice to Borrower: (I) require Borrower to increase monthly deposits to the TI/LC Reserve Account by an amount determined by Agent in its reasonable discretion; (II) restrict or limit disbursements from the TI/LC Reserve Account to leases meeting enhanced economic criteria specified by Agent; or (III) exercise any other rights available to Agent under the Loan Documents.
Section 2.5 — General Provisions Applicable to All Reserve Accounts
Section 2.5(a) — Account Control.  All Reserve Accounts shall be subject to a Deposit Account Control Agreement (each, a "DACA") in favor of Agent, substantially in the form of Exhibit A attached hereto. Each DACA shall be executed and delivered by Borrower, Agent, and the applicable depository bank on or prior to the Closing Date (or, in the case of the Replacement Reserve Account, on or prior to the date on which such account is required to be established hereunder). The DACAs shall provide Agent with exclusive dominion and control over each Reserve Account. Borrower shall have no right to withdraw, transfer, or direct the disposition of funds from any Reserve Account except through the disbursement procedures expressly set forth in this Agreement. The depository bank shall comply with the instructions of Agent with respect to each Reserve Account without further consent of Borrower. In the event that the applicable depository bank ceases to qualify as a Qualified Institution, Borrower shall, within thirty (30) days after notice from Agent, transfer all funds in the affected Reserve Account to a replacement Eligible Account at a Qualified Institution, subject to a replacement DACA in favor of Agent.
Section 2.5(b) — Security Interest.  Borrower hereby grants to Agent, for the benefit of the Lenders, a first-priority, continuing security interest in all Reserve Accounts and all funds, instruments, investment property, financial assets, and cash and non-cash proceeds thereof, including all investment income and gains earned thereon, as additional collateral for the Obligations under the Loan Agreement. This security interest is granted pursuant to and shall be governed by Article 9 of the Uniform Commercial Code as in effect in the State of New York and the State of Delaware. Borrower shall execute, deliver, and file (or authorize Agent to file) such UCC-1 financing statements (naming Borrower as debtor and Agent as secured party, to be filed with the Secretary of State of the State of Delaware and, if Agent so requests, with the filing office of the State of New York), continuation statements, amendments, and other documents and instruments as Agent may reasonably request from time to time to perfect and maintain the perfection and priority of Agent's security interest in the Reserve Accounts and the funds deposited therein. Borrower represents and warrants that, upon the execution and delivery of the DACAs and the filing of such financing statements, Agent shall have a perfected, first-priority security interest in the Reserve Accounts and all funds therein.
Section 2.5(c) — No Trust Relationship.  The relationship between Borrower and Agent with respect to the Reserve Accounts is solely that of debtor and secured party, and Agent is not a trustee, fiduciary, or escrow agent with respect to any Reserve Account or the funds deposited therein. Agent shall have no liability to Borrower or any other person for investment losses on Permitted Investments, for fluctuations in investment returns, or for the failure of any Permitted Investment to achieve any particular rate of return. Agent shall have no obligation to invest or reinvest funds in the Reserve Accounts except as expressly provided in Section 2.1(e) hereof and the analogous provisions applicable to the other Reserve Accounts.
Section 2.5(d) — Statements.  Agent shall provide Borrower with monthly statements for each Reserve Account, within fifteen (15) Business Days after the end of each calendar month, showing: (i) the opening balance of such Reserve Account as of the first day of such calendar month; (ii) all deposits received during such calendar month; (iii) all investment income earned and credited during such calendar month; (iv) all disbursements made during such calendar month (with a brief description of the purpose of each disbursement); and (v) the ending balance of such Reserve Account as of the last day of such calendar month. Agent shall use the form set forth in Exhibit D attached hereto (or such other form as Agent may adopt from time to time) for such monthly statements.
Section 2.5(e) — Commingling Prohibited.  Funds in the Reserve Accounts shall not be commingled with the general funds of Agent, any Lender, or any depository bank, or with the funds of any other borrower, depositor, or customer of Agent or such depository bank. Each Reserve Account shall at all times be a segregated Eligible Account, maintained in the name of Borrower and subject to the exclusive control of Agent pursuant to the applicable DACA.
Section 2.5(f) — OFAC / AML Compliance.  Funds on deposit in the Reserve Accounts shall at all times be subject to the anti-money laundering, sanctions, and Office of Foreign Assets Control ("OFAC") compliance provisions set forth in the Loan Agreement, including, without limitation, Borrower's representations and covenants that neither Borrower, nor any of its direct or indirect owners, nor any person or entity for whose benefit funds are deposited or disbursed, is a "Specially Designated National" or "Blocked Person" under OFAC regulations or otherwise subject to sanctions administered by the U.S. Department of the Treasury. Agent shall have the right to freeze or block any Reserve Account if Agent has a reasonable basis to believe that any funds therein may be connected to or derived from any activity prohibited by applicable anti-money laundering or sanctions laws.
ARTICLE 3 — CASH MANAGEMENT WATERFALL AND INTERACTION WITH RESERVE ACCOUNTS
Section 3.1 — Lockbox and Cash Management
The parties acknowledge and agree that operating revenues from the Property shall be collected and managed in accordance with that certain Cash Management Agreement of even date herewith, among Borrower, Agent, and the depository bank named therein (as amended, restated, supplemented, or otherwise modified from time to time, the "Cash Management Agreement"). Pursuant to the Cash Management Agreement, all operating revenues of the Property (including rents, reimbursements, fees, and other income) shall be deposited into the Lockbox Account and swept daily (or at such other frequency as provided in the Cash Management Agreement) into the Cash Management Account. The application of funds from the Cash Management Account to the Reserve Accounts established hereunder shall be made in accordance with the priority waterfall set forth in the Cash Management Agreement, as supplemented by the provisions of this Article 3. In the event of any inconsistency between the waterfall provisions of this Article 3 and the Cash Management Agreement, the provisions of the Cash Management Agreement shall control, unless this Agreement expressly provides otherwise.
Section 3.2 — Priority of Application During Construction Period
During the construction period (i.e., the period from the Closing Date through the date of Substantial Completion of the improvements on the Property), Loan proceeds and other funds available to Borrower shall be applied in the following order of priority:
1.  Operating Expenses and Ground Rent. First, to the payment of operating expenses of the Property and Ground Rent in the amount of $4,200,000 per annum (or such adjusted amount as may be applicable under the Ground Lease), as and when due;
2.  Debt Service. Second, to the payment of the Monthly Debt Service Amount, which shall be funded from the Interest Reserve Account in accordance with Section 2.1(b) hereof during the Interest Reserve Period;
3.  Tax and Insurance Escrow Deposits. Third, to required monthly deposits to the Tax and Insurance Escrow Account (including both the Tax Escrow Subaccount and the Insurance Escrow Subaccount) in accordance with Section 2.2(c) hereof;
4.  TI/LC Reserve Deposits. Fourth, to required monthly deposits to the TI/LC Reserve Account in accordance with Section 2.4(b) hereof;
5.  Construction Disbursements. Fifth, to construction disbursements in accordance with the Building Loan Agreement and the Project Loan Agreement, subject to all conditions precedent to disbursement set forth therein; and
6.  Remaining Funds. Sixth, any remaining funds shall be held in the Cash Management Account or applied as directed by Agent in accordance with the Loan Documents.
Section 3.3 — Priority of Application During Operating Period
Following Substantial Completion of the improvements on the Property (and issuance of the first TCO), operating revenues of the Property shall be applied in the following order of priority:
1.  Operating Expenses and Ground Rent. First, to the payment of operating expenses of the Property (including property management fees, utilities, insurance deductibles, and ordinary repairs and maintenance) and Ground Rent as and when due;
2.  Debt Service. Second, to the payment of the Monthly Debt Service Amount from operating revenues (and no longer from the Interest Reserve Account, unless the Interest Reserve Period has not yet expired and the Interest Reserve Account still has a positive balance);
3.  Tax and Insurance Escrow Deposits. Third, to required monthly deposits to the Tax and Insurance Escrow Account in accordance with Section 2.2(c) hereof;
4.  Replacement Reserve Deposits. Fourth, to required monthly deposits to the Replacement Reserve Account in accordance with Section 2.3(b) hereof (commencing twelve (12) months after the first TCO);
5.  TI/LC Reserve Deposits. Fifth, to required monthly deposits to the TI/LC Reserve Account in accordance with Section 2.4(b) hereof;
6.  Cash Sweep Amounts. Sixth, if a Cash Sweep Trigger Event (as defined in Section 3.4 below) has occurred and is continuing, all remaining Excess Cash Flow shall be swept into the Cash Sweep Subaccount and held as additional collateral in accordance with Section 3.4 hereof; and
7.  Excess Cash Flow — Release to Borrower. Seventh, the balance of any Excess Cash Flow remaining after application in accordance with the foregoing priorities shall be released to Borrower (or as Borrower may direct in writing), subject to (a) no Event of Default then existing, and (b) Borrower's compliance with all financial covenants set forth in the Loan Agreement, including, without limitation, a Debt Service Coverage Ratio of not less than 1.20x, a loan-to-value ratio of not greater than 70.0%, and a Debt Yield of not less than 8.0%, in each case as of the most recent quarterly testing date.
Section 3.4 — Cash Sweep Trigger
A "Cash Sweep Trigger Event" shall be deemed to have occurred and be continuing if: (a) the combined Debt Service Coverage Ratio (tested quarterly on a trailing twelve-month basis, in accordance with the methodology set forth in the Loan Agreement) falls below 1.10x, or (b) an Event of Default exists under the Loan Agreement or any other Loan Document. Upon the occurrence and during the continuance of a Cash Sweep Trigger Event, all Excess Cash Flow (after application of funds in accordance with priorities one (1) through five (5) set forth in Section 3.3 above) shall be swept into the Cash Sweep Subaccount and held therein as additional collateral for the Obligations. Funds in the Cash Sweep Subaccount shall be invested in Permitted Investments at Agent's direction.
Funds held in the Cash Sweep Subaccount shall be released to Borrower upon the satisfaction of each of the following conditions: (i) the Debt Service Coverage Ratio has equaled or exceeded 1.20x for two (2) consecutive calendar quarters (as certified by Borrower and confirmed by Agent); and (ii) all Events of Default under the Loan Agreement and the other Loan Documents have been cured or waived in writing by Agent. Upon the satisfaction of such conditions, funds in the Cash Sweep Subaccount shall be released to Borrower (or as Borrower may direct in writing) within ten (10) Business Days after Agent's written confirmation of such release.
ARTICLE 4 — COVENANTS OF BORROWER
Section 4.1 — Timely Deposits
Borrower covenants and agrees that it shall make all required deposits to the Reserve Accounts on or before the applicable Payment Date (or such other date as is specified in this Agreement), in each case in immediately available funds. Failure by Borrower to make any required deposit to any Reserve Account within

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