Contract analysis

Section 1 — Certification of Organization and Good Standing I, James R. Whitfield, Secretary of the Board of Directors of MTDC, hereby certify as follows with respect to the organization and good standing of the Corporation: 1.1 The Corporation was duly created and organized as a government instrumentality under the laws of the State of Illinois, pursuant to the Metropolitan Transit Development Act, 70 ILCS 3615/1 et

Section 2 — Certification of Governing Documents I hereby further certify as follows with respect to the governing documents of the Corporation: 2.1 Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation (or equivalent charter document) of Metropolitan Transit Development Corp., as filed with the Illinois Secretary of State, together with all amendments, restatements, supp

Section 3 — Certification of Board Meeting and Quorum I hereby further certify as follows with respect to the meeting of the Board of Directors at which the Resolutions were adopted: 3.1 A duly called special meeting of the Board of Directors of MTDC was held on May 22, 2025 (the "Meeting"), at the principal offices of the Corporation, 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, at which a quorum

Section 4 — Certification of Resolutions I hereby further certify as follows with respect to the Resolutions adopted by the Board of Directors at the Meeting: 4.1 Attached hereto as Exhibit C is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Corporation at the Meeting, certified by the undersigned Secretary. 4.2 The Resolutions have not been amended, modified, supplemen

Section 5 — Certification of Incumbency I hereby further certify that the following persons are the duly elected or appointed officers and/or directors of the Corporation, holding the offices set forth opposite their respective names, and that each such person has been duly authorized to act on behalf of the Corporation in such capacity. The specimen signatures set forth below are the true, genuine, and authentic sig

Section 6 — Further Certifications I hereby further certify as follows: 6.1 The execution, delivery, and performance by the Corporation (and each of the Mortgage Borrower and the Mezzanine Borrower, as applicable) of the Loan Documents, and the consummation of the transactions contemplated thereby, do not and will not: (i) violate any provision of the Corporation's Articles of Incorporation, Bylaws, or the Enabling S

Section 7 — Reliance This Certificate is being delivered with the understanding and express intention that the following parties may rely upon the certifications, representations, and confirmations set forth herein in connection with the closing of the Loan Documents and the consummation of the transactions contemplated thereby: (a) Ironclad National Bank, N.A., in its capacity as Agent; (b) each of the Senior Lender