Contract analysis

Section 1.1 — Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below: "Borrower" means Hudson Yards West Mezzanine LLC, a Delaware limited liability company, together with its successors and permitted assigns. "Guaranteed Obligations" means, collectively, (a) the Loss Recourse Obligations described in Section 2.1 hereof, and (b) the Full Recourse Obligations described in

Section 1.2 — Incorporation by Reference. All capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict between the definitions set forth in this Article 1 and the definitions set forth in the Loan Agreement, the definitions in this Guaranty shall control for purposes of this Guaranty.

Section 1.3 — Rules of Construction. The following rules of construction shall apply to this Guaranty: (a) The headings and captions in this Guaranty are inserted for convenience of reference only and shall not define, limit, or otherwise affect the interpretation or construction of any provision hereof. (b) Words importing the singular number shall include the plural number and vice versa, and words importing one ge

ARTICLE 2 — GUARANTEED OBLIGATIONS

Section 2.1 — Loss Recourse Obligations. Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the payment of all losses, damages, costs, expenses, liabilities, claims, actions, and reasonable attorneys' fees and disbursements (including the fees and disbursements of appellate counsel) actually incurred or suffered by Lender arising out of or in connection with any of the following acts,

Section 2.2 — Full Recourse Obligations. Notwithstanding any limitation of liability of Borrower set forth in the Loan Agreement, the Mezzanine Note, or any other Loan Document, the entire indebtedness evidenced by the Mezzanine Note, including all outstanding principal, all accrued and unpaid interest (at the applicable default rate set forth in the Loan Agreement), all prepayment premiums, yield maintenance charges

Section 2.3 — Interaction with Senior Loan Guaranty. Guarantor acknowledges and agrees that this Guaranty is given by Guarantor to Lender independent of, and in addition to, any guaranty of recourse obligations, environmental indemnity, or other agreement delivered by Guarantor in favor of Ironclad National Bank, N.A. (as Senior Lender) in connection with the Mortgage Loan (collectively, the "Senior Guaranty"). Lende

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Unconditional and Irrevocable Guaranty. This Guaranty constitutes an absolute, unconditional, irrevocable, and continuing guaranty of the full and punctual payment and performance of the Guaranteed Obligations by Guarantor. The obligations of Guarantor hereunder are independent of the obligations of Borrower under the Loan Documents and constitute a separate and independent cause of action against Guara

Section 3.2 — Guaranty of Payment, Not Collection. This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Lender shall not be required, as a condition of Guarantor's liability hereunder, to (a) make any demand upon or pursue any rights or remedies against Borrower, Mortgage Borrower, or any other person, (b) make any demand upon or pursue any rights or remedies against any col

Section 3.3 — Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated in accordance with their respective terms. Without limiting the generality of the foregoing, this Guaranty shall not be terminated, reduced, or otherwise affected by (

Section 3.4 — Reinstatement. If at any time all or any part of any payment theretofore received by Lender from Borrower or Guarantor or any other person on account of any of the Guaranteed Obligations is rescinded, must be restored or returned, or is otherwise avoided upon the insolvency, bankruptcy, reorganization, dissolution, or liquidation of Borrower, Guarantor, or any other person, or upon or as a result of the

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — General Waivers. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each and every one of the following: (a) Notice of acceptance of this Guaranty by Lender, and Guarantor agrees that this Guaranty shall be deemed accepted by Lender upon execution and delivery hereof by Guarantor without any further act, condition, or acceptance on the part of Len

Section 4.2 — Waiver of Suretyship Defenses. Guarantor hereby waives, to the fullest extent permitted by applicable law, all suretyship defenses and defenses in the nature of suretyship, including, without limitation, any defense based on or arising out of (a) the incapacity, lack of authority, death, or disability of Borrower, Mortgage Borrower, or any other person, (b) the failure of Lender to file or enforce a cla

Section 4.3 — Election of Remedies. Lender's election of any remedy available to it under the Loan Documents, at law, or in equity (including, without limitation, the commencement or completion of any judicial or non-judicial foreclosure action or proceeding, any Uniform Commercial Code sale or strict foreclosure on the pledged membership interests, the acceptance of a deed-in-lieu of foreclosure, the appointment of

Section 4.4 — Anti-Deficiency Waiver. Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any defense or claim based upon any anti-deficiency statute, fair-value limitation statute, one-action rule, or any similar law or rule in any jurisdiction that would limit, reduce, or eliminate Guarantor's liability under this Guaranty by reason of the value of any collateral, the manner in w

ARTICLE 5 — GUARANTOR REPRESENTATIONS AND WARRANTIES Guarantor hereby represents and warrants to Lender as of the date hereof as follows:

Section 5.1 — Organization and Authority. Guarantor is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois. Guarantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Guaranty and each of the other Loan Documents to which it is a party. The execution, delivery, and performance of this Guaranty

Section 5.2 — Enforceability. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting the enforcement of creditors' rights generally, (b) the ex

Section 5.3 — No Conflicts. The execution, delivery, and performance of this Guaranty by Guarantor (a) do not violate, contravene, or conflict with Guarantor's charter, articles of organization, bylaws, enabling legislation, or other governing documents, (b) do not violate, contravene, or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, or award currently in effect and applicable to

Section 5.4 — Financial Condition. Guarantor has delivered to Lender true, correct, and complete copies of its audited financial statements for the fiscal year ending December 31, 2024, prepared in accordance with generally accepted accounting principles applied on a consistent basis and audited by Whitfield Albrecht & Co. LLP, an independent certified public accounting firm (the "FY2024 Audited Statements"). Based o

Section 5.5 — Litigation. There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the best of Guarantor's knowledge after due inquiry, threatened against or affecting Guarantor before any court, arbitral tribunal, administrative agency, or other governmental authority that could reasonably be expected to result in a Material Adverse Effect (as defined in the Loan Agreement) on Guarantor'

Section 5.6 — No Bankruptcy. Guarantor has not filed, nor is it contemplating filing, any petition for relief under the Bankruptcy Code or under any similar federal, state, or local law relating to bankruptcy, insolvency, reorganization, receivership, dissolution, winding-up, liquidation, composition, or adjustment of debts. No involuntary petition under the Bankruptcy Code or under any similar law has been filed or

Section 5.7 — Benefits. Guarantor acknowledges that (a) it is the indirect owner of one hundred percent (100%) of the equity interests in Borrower, (b) it will derive substantial direct and indirect economic benefit from the making of the Mezzanine Loan and the development, construction, and operation of the Project, including enhanced real estate portfolio value, transit-oriented development revenue, and long-term a

Section 5.8 — Independent Investigation. Guarantor has independently and without reliance upon Lender investigated and examined the financial condition, business, operations, and affairs of Borrower, Mortgage Borrower, and the Project, and Guarantor has made its own determination regarding the value of the Project, the creditworthiness of Borrower, and the feasibility of the development plan for the Project. Guaranto

ARTICLE 6 — GUARANTOR COVENANTS Guarantor hereby covenants and agrees as follows:

Section 6.1 — Financial Reporting. Guarantor shall deliver to Lender, at Guarantor's sole cost and expense, each of the following: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor (commencing with the fiscal year ending December 31, 2025), the audited financial statements of Guarantor for such fiscal year, prepared in accordance with generall

Section 6.2 — Net Worth / Liquidity Covenant. Guarantor shall maintain at all times during the term of the Mezzanine Loan (from the date hereof through and including the date on which all Guaranteed Obligations have been indefeasibly paid and satisfied in full): (a) Minimum Net Worth. A minimum net worth (i.e., total net assets, as reflected on Guarantor's balance sheet prepared in accordance with generally accepted

Section 6.3 — Existence. Guarantor shall maintain its existence and status as a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois throughout the term of this Guaranty. Guarantor shall not dissolve, liquidate, wind up, merge with or into, or consolidate with any other entity, or sell or otherwise dispose of all or substantially all of its assets,

Section 6.4 — Notice of Material Events. Guarantor shall promptly notify Lender in writing (and in any event within ten (10) business days of Guarantor's knowledge thereof) of: (a) Any litigation, arbitration, administrative proceeding, claim, investigation, or other legal proceeding commenced or, to Guarantor's knowledge, threatened against Guarantor that could reasonably be expected to have a Material Adverse Effec

ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES

Section 7.1 — Events of Default. Each of the following events shall constitute an "Event of Default" under this Guaranty: (a) Payment Default. The failure by Guarantor to pay any Guaranteed Obligation within ten (10) business days after written demand therefor by Lender to Guarantor. (b) Representation and Warranty Default. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, repor

Section 7.2 — Remedies. Upon the occurrence and during the continuance of an Event of Default under this Guaranty, Lender may exercise any and all rights and remedies available to Lender at law, in equity, or under this Guaranty or any of the other Loan Documents, including, without limitation, commencing one or more actions against Guarantor to collect and recover the Guaranteed Obligations (or any portion thereof)

ARTICLE 8 — SUBORDINATION OF GUARANTOR'S RIGHTS

Section 8.1 — Subordination of Subrogation. Until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated, Guarantor shall not exercise, enforce, or seek to exercise or enforce any right of subrogation, contribution, reimbursement, exoneration, indemnification, or similar right that Guarantor may have against Borrower, Mortgage Borrower, or an

Section 8.2 — Subordination of Indebtedness. Any indebtedness of Borrower or Mortgage Borrower now or hereafter owing to Guarantor (whether for borrowed money, management fees, reimbursement, contribution, advances, or otherwise) (the "Subordinated Indebtedness") is hereby subordinated in right of payment to the prior indefeasible payment in full of all Guaranteed Obligations and all other amounts payable under the L

Section 9.1 — Governing Law. This Guaranty shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. Guarantor acknowledges and agrees that the State of New York has a substantial relationship to the parties and the transactions contemplated here

Section 9.2 — Consent to Jurisdiction; Venue. Guarantor hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate courts thereof, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty,

Section 9.3 — WAIVER OF JURY TRIAL. GUARANTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS GUARANTY, ANY OF THE OTHER LOAN DOCUMENTS, THE GUARANTEED OBLIGATIONS, THE MEZZANINE LOAN, THE PROJECT, OR ANY CONDUCT, ACT, OMISSION, OR STATEM

Section 9.4 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand (with written confirmation of receipt), (b) sent by a nationally recognized overnight courier service (with written confirmation of receipt), or (c) sent by certified or registered mail,