Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement, including in the Recitals, which are incorporated herein by reference. "Activation Notice" means a written notice from Secured Party to Depository Bank, substantially in the fo

Section 1.2 — UCC Terms. Unless otherwise defined herein, terms used in this Agreement that are defined in the UCC (including, without limitation, Articles 8 and 9 thereof) shall have the meanings assigned to them in the UCC.

Section 1.3 — Rules of Construction. In this Agreement, unless the context otherwise requires: (a) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them; (b) headings and captions are inserted for convenience of r

ARTICLE 2 — THE DEPOSIT ACCOUNTS

Section 2.1 — Identification of Deposit Accounts. Debtor and Depository Bank hereby confirm that Debtor has established and maintains at Depository Bank the Deposit Accounts identified on Exhibit A attached hereto. As of the date hereof, the Deposit Accounts shall include, at minimum, each of the following: (a) the Mezzanine Operating Account, being a demand deposit (checking) account used for the receipt and disburs

Section 2.2 — Acknowledgment of Security Interest. Depository Bank hereby acknowledges and confirms each of the following: (a) Depository Bank has been informed, and hereby acknowledges, that Secured Party claims a first-priority security interest in the Deposit Accounts and in all funds, cash, cash equivalents, investment property, financial assets, and other amounts now or hereafter on deposit therein, credited the

Section 2.3 — No Other Control Agreements. Depository Bank represents, warrants, and covenants that it has not entered into, and will not enter into, any other agreement, arrangement, or understanding with any third party (including, without limitation, any other lender, creditor, or secured party) pursuant to which Depository Bank has agreed, or will agree, to comply with instructions, entitlement orders, or directi

Section 2.4 — Maintenance of Accounts. Debtor shall not close, relocate, transfer, or re-title any Deposit Account, or cause or permit any Deposit Account to be merged with or converted into any other account, without the prior written consent of Secured Party. If any Deposit Account is renumbered by Depository Bank for operational or regulatory reasons, or if any replacement or successor account is established at De

ARTICLE 3 — CONTROL; INSTRUCTIONS PRIOR TO ACTIVATION

Section 3.1 — Debtor's Rights Prior to Activation. Until such time as Depository Bank shall have received an Activation Notice from Secured Party in accordance with Article 4 hereof, Depository Bank shall continue to comply with instructions originated by Debtor with respect to the Deposit Accounts, and Debtor shall be permitted to engage in Permitted Transactions, including, without limitation: (a) issuing checks, d

Section 3.2 — Secured Party's Right to Originate Instructions at All Times. At all times during the term of this Agreement, both before and after the delivery of an Activation Notice, Depository Bank shall comply with instructions originated by Secured Party directing the disposition of funds in the Deposit Accounts, without further consent of Debtor and without any requirement that Debtor be notified of or approve s

Section 3.3 — No Duty to Investigate. Depository Bank shall have no obligation or duty to inquire into or investigate: (a) whether Secured Party is entitled to deliver an Activation Notice, or whether the circumstances giving rise to the delivery of an Activation Notice have in fact occurred, including, without limitation, whether a "Default" or "Event of Default" (as such terms may be defined in the Mezzanine Loan D

ARTICLE 4 — ACTIVATION NOTICE; EXCLUSIVE CONTROL

Section 4.1 — Delivery of Activation Notice. Secured Party may, at any time and in its sole and absolute discretion, deliver an Activation Notice to Depository Bank. It shall not be a condition to the delivery or effectiveness of an Activation Notice that any "Default" or "Event of Default" (as such terms may be defined in the Mezzanine Loan Documents) has occurred and is continuing, and Depository Bank shall not req

Section 4.2 — Effect of Activation Notice. Upon Depository Bank's receipt of an Activation Notice delivered in accordance with Section 4.1: (a) Depository Bank shall immediately cease complying with any and all instructions originated by Debtor or any person acting on behalf of Debtor with respect to the Deposit Accounts, including, without limitation, any standing instructions, automatic transfers, recurring ACH deb

Section 4.3 — No Obligation to Reactivate Debtor Access. Once an Activation Notice has been delivered to Depository Bank, Depository Bank shall have no obligation to, and shall not, reinstate, restore, or reactivate Debtor's ability to direct dispositions from the Deposit Accounts or to engage in any transactions with respect to the Deposit Accounts unless and until Depository Bank receives explicit written instructi

Section 4.4 — Debtor Acknowledgment. Debtor hereby acknowledges and agrees that: (a) The delivery of an Activation Notice by Secured Party is within the sole and absolute discretion of Secured Party, and Secured Party shall have no obligation to provide notice to or obtain the consent of Debtor prior to delivering an Activation Notice; (b) Depository Bank is entitled and obligated to comply with an Activation Notice

ARTICLE 5 — SUBORDINATION OF DEPOSITORY BANK'S RIGHTS

Section 5.1 — Subordination of Liens and Set-Off. Depository Bank hereby irrevocably and unconditionally subordinates to the security interest of Secured Party in the Deposit Accounts: (a) any and all present or future security interests, liens, encumbrances, claims, or rights of set-off that Depository Bank may have in, to, or with respect to the Deposit Accounts or any funds therein, whether arising by agreement, o

Section 5.2 — Depository Bank Fees. Debtor shall pay all fees, charges, and expenses of Depository Bank in connection with the establishment, maintenance, administration, and operation of the Deposit Accounts, including, without limitation, all service charges, transaction fees, wire transfer fees, and other customary banking fees, in accordance with Depository Bank's standard fee schedule as in effect from time to t

ARTICLE 6 — STATEMENTS AND REPORTING

Section 6.1 — Duplicate Statements. Depository Bank shall deliver to Secured Party, concurrently with delivery to Debtor (or as promptly thereafter as reasonably practicable), duplicate copies of all periodic account statements, transaction advices, notices, and other correspondence relating to the Deposit Accounts. Such duplicate statements and correspondence shall be delivered to Secured Party by electronic transmi

Section 6.2 — Balance Inquiries. Depository Bank shall promptly respond to reasonable inquiries from Secured Party (or Secured Party's authorized representatives) regarding the current balance of, or recent transactions in, the Deposit Accounts. Depository Bank shall provide such information by telephone, email, or other means reasonably acceptable to Secured Party, subject to Depository Bank's standard verification

Section 6.3 — Notice of Legal Process. Depository Bank shall promptly (and in any event within two (2) Business Days) notify Secured Party in writing if Depository Bank receives any writ of attachment, garnishment, levy, restraining notice, court order, subpoena, summons, regulatory directive, tax levy, or similar legal process or governmental action affecting any Deposit Account or the funds therein. Such notice sha

ARTICLE 7 — REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 7.1 — Representations and Warranties of Debtor. Debtor hereby represents and warrants to Secured Party and Depository Bank, as of the date hereof, as follows: (a) Organization and Existence. Debtor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Debtor is a single-purpose entity formed for the sole purpose of owning one hundred per

Section 7.2 — Representations and Warranties of Depository Bank. Depository Bank hereby represents and warrants to Secured Party and Debtor, as of the date hereof, as follows: (a) Organization and Existence. Depository Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, chartered by the Office of the Comptroller of the Currency,

Section 7.3 — Covenants of Debtor. Debtor hereby covenants and agrees with Secured Party and Depository Bank as follows: (a) No Additional Liens. Debtor shall not grant, create, permit, or suffer to exist any security interest, lien, encumbrance, or other claim of any kind in or with respect to the Deposit Accounts or any funds therein, other than the security interest of Secured Party, without the prior written cons

ARTICLE 8 — DEPOSITORY BANK PROTECTIONS

Section 8.1 — Standard of Care. Depository Bank shall have no liability to Debtor, Secured Party, or any other person under or in connection with this Agreement, except for losses that are directly and proximately caused by Depository Bank's own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoi

Section 8.2 — No Duty to Monitor. Depository Bank shall have no duty, obligation, or responsibility to: (a) monitor, investigate, or determine the use or application of funds deposited in, withdrawn from, or transferred to or from the Deposit Accounts; (b) determine, verify, or inquire into the occurrence or non-occurrence of any "Default," "Event of Default," or other event or condition under the Mezzanine Loan Agre

Section 8.3 — Reliance. Depository Bank shall be entitled to rely, and shall be fully protected in relying, upon any notice, instruction, certificate, instrument, request, direction, or other communication delivered to Depository Bank hereunder that Depository Bank in good faith believes to be genuine and to have been signed, given, or delivered by the proper person or persons. Depository Bank shall have no obligatio

Section 8.4 — Indemnification. (a) Debtor's Indemnification of Depository Bank. Debtor shall indemnify, defend, and hold harmless Depository Bank and its directors, officers, employees, agents, and representatives (each, a "Depository Bank Indemnified Party") from and against any and all claims, actions, suits, proceedings, liabilities, losses, damages, judgments, costs, and expenses (including, without limitation, r

Section 8.5 — No Fiduciary Duty. Depository Bank acts hereunder solely in its capacity as a depository bank maintaining the Deposit Accounts, and not as a trustee, fiduciary, escrow agent, custodian, or agent for either Debtor or Secured Party. Nothing in this Agreement shall be construed to create any fiduciary relationship between Depository Bank and either Debtor or Secured Party, and Depository Bank owes no dutie

Section 8.6 — Adverse Claims; Interpleader. If at any time Depository Bank receives conflicting, inconsistent, or contradictory demands, instructions, or claims with respect to the Deposit Accounts or the funds therein (whether from Debtor, Secured Party, or any third party), Depository Bank may, in its sole discretion and without liability to any person, take one or more of the following actions: (a) comply with ins

Section 8.7 — FDIC Insurance; No Investment Obligation. Debtor and Secured Party acknowledge that funds on deposit in the Deposit Accounts are subject to the insurance limitations of the Federal Deposit Insurance Corporation ("FDIC"), and that Depository Bank makes no representation or warranty regarding the availability, amount, or adequacy of FDIC insurance coverage with respect to the funds in the Deposit Accounts

Section 9.1 — Method of Delivery. All notices, demands, requests, instructions, Activation Notices, Termination Notices, consents, approvals, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given and received: (a) upon actual receipt, if delivered by hand or personal delivery to the Party at the address specif

Section 9.2 — Addresses for Notices. Notices shall be addressed as follows: If to Debtor: Hudson Yards West Mezzanine LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604 Attention: Lydia Okafor, General Counsel Email: lokafor@metrotransitdev.com With a copy (which shall not constitute notice) to: Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York,

Section 9.3 — Change of Address. Any Party may change its address, email address, or designated contact person for notices by giving written notice of such change to the other Parties in accordance with this Article 9. Such change shall be effective upon receipt of such notice by the other Parties.

Section 10.1 — Termination Events. This Agreement shall terminate upon the earliest to occur of any of the following: (a) Depository Bank's receipt of a Termination Notice from Secured Party, delivered in accordance with Article 9 hereof, which Termination Notice shall be substantially in the form of Exhibit C attached hereto; (b) Depository Bank's receipt of joint written instructions from Debtor and Secured Party d

Section 10.2 — Effect of Termination. Upon the termination of this Agreement in accordance with Section 10.1: (a) The "control" of Secured Party over the Deposit Accounts established pursuant to this Agreement shall cease and be of no further force or effect; provided, however, that such termination shall be without prejudice to any security interest that Secured Party may hold in the Deposit Accounts or the funds th

Section 10.3 — Depository Bank's Right to Close Accounts. Notwithstanding anything to the contrary in this Agreement, Depository Bank reserves the right to close any Deposit Account in accordance with the terms of Depository Bank's standard account agreements with Debtor and applicable law and regulation; provided, however, that Depository Bank shall give both Secured Party and Debtor not fewer than thirty (30) days'

Section 10.4 — Survival. The indemnification obligations of Debtor under Section 8.4(a), the limitation of liability provisions of Section 8.1, and the waiver of jury trial set forth in Section 11.3 shall survive the termination of this Agreement and shall remain in full force and effect with respect to any claims, liabilities, losses, damages, costs, or expenses arising out of or relating to events or circumstances

Section 11.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law), without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction. Without limiting the foregoing, this Agreement

Section 11.2 — Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably and unconditionall

Section 11.3 — Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, WHETHER SOUNDING IN CONTRACT,

Section 11.4 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by all three Parties hereto. No failure or delay by any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the

Section 11.5 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Debtor may not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of Secured Party and Depository Bank. Secured Party may assign its rights and interests under this Agreement,

Section 11.6 — Entire Agreement. This Agreement, together with the Exhibits attached hereto (which are incorporated herein by reference), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, term sheets, letters of intent, and understandings, whether oral or written, among the Parties relating to the subject matter

Section 11.7 — Conflicts. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement, on the one hand, and the terms and provisions of any standard depository account agreement, signature card, account resolution, or other banking agreement between Debtor and Depository Bank, on the other hand, the terms and provisions of this Agreement shall control and govern to the

Section 11.8 — Severability. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. To the extent permitted by applicable law, the Parties her

Section 11.9 — Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (PDF), or other electronic means (including any electronic signature comp

Section 11.10 — Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and no other person or entity shall have any rights, benefits, or remedies under this Agreement, whether as a third-party beneficiary or otherwise. For the avoidance of doubt, Ironclad National Bank, N.A., in its separate capacity as administrati

Section 11.11 — Confidentiality. Depository Bank shall maintain the confidentiality of all account information relating to the Deposit Accounts, and the terms and conditions of this Agreement, and shall not disclose the same to any third party, except: (a) as required by applicable law, regulation, subpoena, civil investigative demand, court order, or other legal process; (b) as required by any applicable regulatory

1. Account numbers and any additional accounts were completed at closing on June 15, 2025. All account numbers listed above have been verified by Depository Bank as accurate and active as of the date of the Agreement.

2. This Exhibit A may be supplemented or amended from time to time by a written instrument executed by all three Parties to the Agreement (Debtor, Secured Party, and Depository Bank) to add, remove, or modify Deposit Accounts subject to the Agreement.