Contract analysis

Section 1.1 Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly

Section 1.2 Rules of Construction (a) All references herein to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of this Agreement, unless otherwise specified. (b) The headings and captions used in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. (c) The word "includin

Section 2.1 Formation The Company was formed as a Delaware limited liability company by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on __, 2025, in accordance with the provisions of the DLLCA. The rights, powers, duties, obligations, and liabilities of the Sole Member and the governance, operation, and management of the Company shall be governed by the DLLCA and thi

Section 2.2 Name The name of the Company is "Hudson Yards West Mezzanine LLC." All business of the Company shall be conducted solely under such name or such other name or names as the Sole Member may from time to time determine; provided, however, that (a) any change to the name of the Company shall require the prior written consent of the Mezzanine Lender, (b) any such name change shall not compromise, impair, or ad

Section 2.3 Registered Office; Registered Agent (a) The registered office of the Company in the State of Delaware is located at the address set forth in the Certificate of Formation, or at such other address in the State of Delaware as may be designated from time to time by the Sole Member by filing an amendment to the Certificate of Formation with the Secretary of State of the State of Delaware. (b) The registered a

Section 2.4 Principal Office (a) The principal office of the Company shall be located at c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, IL 60604, or at such other location as the Sole Member may from time to time designate. (b) The Sole Member may change the principal office of the Company upon prior written notice to the Mezzanine Lender; provided, however, that the Compa

Section 2.5 Purpose (a) The Company is organized solely and exclusively for the following limited purposes, and the Company shall not engage in any business or activity other than as expressly set forth below: (i) to own, hold, manage, and dispose of one hundred percent (100%) of the membership interests in HYW Mortgage; (ii) to act as the borrower under the Mezzanine Loan and the Mezzanine Loan Documents and to perf

Section 2.6 Term The Company shall have perpetual existence unless and until dissolved in accordance with the provisions of Article XI of this Agreement. Notwithstanding the foregoing, no dissolution of the Company shall occur without the unanimous written consent of all Independent Directors then serving and the prior written consent of the Mezzanine Lender, so long as any portion of the Mezzanine Loan or any other

Section 2.7 No State Law Partnership The Company is not intended to be, and shall not be deemed to be or treated as, a general partnership, limited partnership, joint venture, corporation, or any form of business entity or arrangement other than a limited liability company, for any purpose, including any state law purpose; provided that the Company may be treated as a disregarded entity for federal and, if applicable

ARTICLE III — MEMBERSHIP INTEREST; CAPITAL

Section 3.1 Sole Member (a) MTDC is the sole member of the Company and holds a one hundred percent (100%) membership interest in the Company. The name, address, and taxpayer identification number of the Sole Member are as follows: Name: Metropolitan Transit Development Corp. Address: 200 South Michigan Avenue, Suite 3100, Chicago, IL 60604 EIN: 36-2847501 (b) The Company's federal employer identification number (EIN)

Section 3.2 Capital Contributions (a) The Sole Member shall make an initial capital contribution to the Company in the amount of $__ on or before the date of the initial closing under the Mezzanine Loan Agreement, in immediately available funds or in such other form as may be agreed upon by the Sole Member and the Mezzanine Lender. (b) In addition to the initial capital contribution, the Sole Member shall make additi

Section 3.3 Capital Accounts A single capital account shall be established and maintained for the Sole Member in accordance with the rules set forth in Treasury Regulation § 1.704-1(b)(2)(iv) and the other provisions of Treasury Regulations under Section 704 of the Internal Revenue Code, as applicable to a single-member limited liability company treated as a disregarded entity. The capital account shall be adjusted t

Section 3.4 No Right to Return of Capital The Sole Member shall not have the right to demand or receive a return of its capital contributions to the Company except upon the dissolution and winding up of the Company in accordance with Article XI, and then only to the extent of assets available for distribution after the satisfaction of all liabilities and obligations of the Company (including all obligations under the

Section 3.5 No Additional Members No additional members shall be admitted to the Company without (a) the prior written consent of the Sole Member and (b) the prior written consent of the Mezzanine Lender, which consent may be withheld in the Mezzanine Lender's sole and absolute discretion. No admission of an additional member shall be effective if such admission would adversely affect the Company's status as a Specia

ARTICLE IV — ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 Allocations of Profit and Loss All items of income, gain, loss, deduction, and credit of the Company for each fiscal year (or portion thereof) shall be allocated one hundred percent (100%) to the Sole Member. Because the Company has only one member and is treated as a disregarded entity for federal income tax purposes, all items of income, gain, loss, deduction, and credit shall be reported on the tax ret

Section 4.2 Distributions (a) Distributions of cash or other assets of the Company shall be made to the Sole Member at such times and in such amounts as the Sole Member shall determine in its sole discretion; provided, however, that no distribution shall be made if such distribution would: (i) violate the DLLCA, including, without limitation, Section 18-607 thereof; (ii) cause the Company to be unable to pay its debt

Section 4.3 Tax Status (a) The Company shall be treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3. The Sole Member shall not cause or permit the Company to file an election with the Internal Revenue Service to be classified as an association taxable as a corporation for federal income tax purposes. No action shall be taken by the Company or the Sole Member th

Section 5.1 Tax Elections As a disregarded entity for federal income tax purposes, the Company's income and deductions flow through to the Sole Member and are reported on the Sole Member's federal income tax returns. No entity-level federal income tax return is required to be filed by the Company, except as may be required by applicable state or local tax law for jurisdictions in which the Company conducts business o

Section 5.2 Tax Returns and Reports The Sole Member, in consultation with its tax advisors, shall be responsible for the preparation and timely filing of all applicable federal, state, and local tax returns and reports relating to the Company. The Sole Member has engaged Sylvia Hartwell, Partner, Tax Practice, Calderwood & Harkness LLP, as its primary tax structuring advisor with respect to the transactions contempla

Section 5.3 Withholding The Company is authorized to withhold from any distribution or payment to the Sole Member, and to pay over to the appropriate governmental authority, any amount required to be withheld pursuant to the Internal Revenue Code, the Treasury Regulations, or any applicable state, local, or foreign tax law. Any amount so withheld shall be treated as having been distributed to the Sole Member for all

Section 6.1 Management by Sole Member (a) Except as otherwise expressly provided in this Agreement (including, without limitation, the provisions of Article VII relating to Material Actions requiring the unanimous consent of the Independent Directors, and Section 6.4 relating to actions requiring the consent of the Mezzanine Lender), the business and affairs of the Company shall be managed exclusively by the Sole Mem

Section 6.2 Authorized Representatives (a) The following individuals are hereby designated as authorized representatives of the Sole Member with respect to the management and conduct of Company matters: (i) David Harrington, Executive Director, MTDC; (ii) Priya Subramanian, Chief Financial Officer, MTDC; (iii) Marcus Jennings, Vice President, Real Estate Development, MTDC; and (iv) Connor McBride, Project Director, H

Section 6.3 Officers (a) The Sole Member may, from time to time, appoint one or more officers of the Company, including a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers with such titles and duties as the Sole Member may determine. The officers of the Company need not be members of the Company. (b) Each officer shall serve at the pleasure of the Sole Member and may be removed

Section 6.4 Actions Requiring Mezzanine Lender Consent In addition to any Material Action requiring the unanimous consent of the Independent Directors under Article VII, the following actions shall require the prior written consent of the Mezzanine Lender so long as any portion of the Mezzanine Loan or any other obligation under the Mezzanine Loan Documents remains outstanding: (a) amending, restating, supplementing,

ARTICLE VII — SPECIAL PURPOSE ENTITY PROVISIONS; INDEPENDENT DIRECTORS

Section 7.1 Independent Directors (a) The Company shall at all times have at least two (2) Independent Directors (each, an "Independent Director" and, collectively, the "Independent Directors"). (b) An "Independent Director" shall be a natural person who, at the time of appointment and at all times during the term of service as an Independent Director: (i) is not, and has not been at any time during the five (5) year

Section 7.2 Appointment, Removal, and Replacement of Independent Directors (a) Independent Directors shall be appointed by the Sole Member with the prior written consent of the Mezzanine Lender. No Person shall serve as an Independent Director unless such Person meets all of the qualifications set forth in Section 7.1(b) and has been approved in writing by the Mezzanine Lender. (b) No Independent Director may be remo

Section 7.3 Material Actions Requiring Unanimous Independent Director Consent (a) The Company shall not, and the Sole Member shall not cause or permit the Company to, take any "Material Action" without the prior unanimous written consent of all Independent Directors then serving. For purposes of this Agreement, a "Material Action" means any of the following actions or decisions: (i) filing or consenting to the filing

Section 7.4 Compensation of Independent Directors (a) Each Independent Director shall be entitled to receive reasonable compensation for services rendered in such capacity, as agreed between the Company and the applicable independent director provider organization or, if no such agreement exists, as determined by the Sole Member with the consent of the Mezzanine Lender. Such compensation shall constitute an operating

Section 7.5 No Duty to Sole Member (a) In exercising their duties and obligations under Section 7.3, the Independent Directors shall not owe any fiduciary duty, duty of loyalty, duty of care, or other duty to the Sole Member, and shall not be required to consider or give weight to the interests, preferences, or instructions of the Sole Member. The Independent Directors shall consider only the interests of the Company

Section 7.6 Limitations on Liability of Independent Directors (a) No Independent Director shall be personally liable to the Company, the Sole Member, or any creditor of the Company for any act or omission performed or omitted in good faith in such Independent Director's capacity as an Independent Director of the Company and in a manner reasonably believed by such Independent Director to be in the best interests of th

ARTICLE VIII — SEPARATENESS COVENANTS

Section 8.1 Separateness Covenants So long as any portion of the Mezzanine Loan or any other obligation under the Mezzanine Loan Documents remains outstanding, the Company shall, and the Sole Member shall cause the Company to, comply with each of the following covenants (collectively, the "Separateness Covenants"): (a) Separate Existence. The Company shall maintain its existence as a limited liability company duly or

Section 8.2 Reliance by Mezzanine Lender (a) The Sole Member acknowledges and agrees that the Mezzanine Lender is entering into the Mezzanine Loan Agreement and the other Mezzanine Loan Documents, and is making the Mezzanine Loan, in material reliance upon the Company's organization and continued existence as a Special Purpose Entity and upon the Company's and the Sole Member's compliance with the Separateness Covena

Section 8.3 Duration of Separateness Covenants The Separateness Covenants set forth in Section 8.1 shall remain in full force and effect, and the Company and the Sole Member shall continue to comply therewith, until such time as the Mezzanine Loan and all other obligations of the Company under the Mezzanine Loan Documents have been indefeasibly paid, satisfied, and discharged in full and all commitments of the Mezzan

ARTICLE IX — INDEMNIFICATION; EXCULPATION

Section 9.1 Indemnification (a) The Company shall, to the fullest extent permitted by the DLLCA, indemnify, defend, and hold harmless each of the following Persons (each, an "Indemnified Party"): (i) the Sole Member; (ii) the authorized representatives designated pursuant to Section 6.2; (iii) each Officer appointed pursuant to Section 6.3; and (iv) each Independent Director appointed pursuant to Article VII; from an

Section 9.2 Exculpation No Indemnified Party shall be personally liable to the Company, the Sole Member, or any other Person for any act or omission performed or omitted in good faith on behalf of the Company and in a manner reasonably believed by such Indemnified Party to be within the scope of authority conferred by this Agreement, the DLLCA, or any resolution of the Sole Member, except to the extent that such act

Section 9.3 Insurance The Company may obtain and maintain, at the Company's expense, such directors and officers liability insurance, errors and omissions insurance, general liability insurance, or other insurance coverage as the Sole Member deems appropriate and consistent with the Company's obligations under the Mezzanine Loan Documents. Any such insurance shall name the Independent Directors as additional insureds

ARTICLE X — TRANSFERS OF MEMBERSHIP INTERESTS

Section 10.1 Restrictions on Transfer (a) The Sole Member shall not sell, assign, transfer, pledge, hypothecate, encumber, grant a security interest in, or otherwise dispose of (each, a "Transfer") all or any portion of its membership interest in the Company without the prior written consent of the Mezzanine Lender, which consent may be withheld in the Mezzanine Lender's sole and absolute discretion; provided, howeve