Contract analysis

1. Promise to Pay FOR VALUE RECEIVED, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Maker"), having an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, hereby unconditionally promises to pay to the order of Granite Peak Capital Partners, LP, a Delaware limited partnership ("Payee"), having an address at 9 West 57th Street, Su

2. Interest Rate The outstanding principal balance of this Note shall bear interest at a fixed rate (the "Interest Rate") equal to eleven and fifty hundredths percent (11.50%) per annum. Interest shall be calculated on the basis of a three hundred sixty (360)-day year comprised of twelve (12) thirty (30)-day months (the "30/360 day-count convention"). Interest on the outstanding principal balance of this Note shall a

3. Interest-Only Payments; Payment Terms 3.1 Interest-Only Period. During the entire term of this Note, from and including the date hereof through and including the Maturity Date (as hereinafter defined, and as the same may be extended pursuant to Section 5 hereof), Maker shall pay interest only on the outstanding principal balance of this Note. No scheduled amortization of principal shall be required at any time dur

4. Maturity Date The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts due and payable under this Note and the other Mezzanine Loan Documents, shall be due and payable in full on June 15, 2029 (the "Initial Maturity Date"), unless extended pursuant to Section 5 hereof. As used herein, "Maturity Date" means the Initial Maturity Date, as the same m

5. Extension Options 5.1 Extension Rights. Maker shall have the right to extend the Maturity Date for up to two (2) successive periods of twelve (12) months each (each, an "Extension Period"), subject in each case to the timely satisfaction (or written waiver by Payee) of each of the following conditions precedent: (a) No Event of Default, and no event or condition that with the giving of notice, the passage of time,

6. Default Rate Upon the occurrence and during the continuance of an Event of Default (as defined in Section 10 hereof), interest on the entire outstanding principal balance of this Note shall accrue at a rate per annum (the "Default Rate") equal to the lesser of (a) the Interest Rate plus five percent (5.00%) per annum (i.e., sixteen and fifty hundredths percent (16.50%) per annum) and (b) the maximum rate of intere

7. Late Payment Charge If any monthly installment of interest or any other amount payable under this Note (other than the payment of the entire outstanding principal balance on the Maturity Date, which shall be governed by Section 6 above) is not received by Payee within five (5) calendar days after its scheduled due date, Maker shall pay to Payee, in addition to such overdue amount, a late charge equal to five perce

8. Prepayment 8.1 Lockout Period. This Note may not be prepaid, in whole or in part, during the first twenty-four (24) months following the date hereof (the period commencing on the date hereof and ending on June 15, 2027, the "Lockout Period"), except as expressly permitted in connection with a Casualty or Condemnation (each as defined in the Mezzanine Loan Agreement), the proceeds of which are required to be applie

9. Security; Relationship to Mezzanine Loan Agreement 9.1 Security. This Note is secured by, among other things, the Pledge Agreement and each of the other Mezzanine Loan Documents, in each case as defined in the Mezzanine Loan Agreement. The Collateral securing the Indebtedness consists of a first-priority security interest in one hundred percent (100%) of the limited liability company membership interests in Hudson

10. Events of Default Each of the following shall constitute an "Event of Default" hereunder: (a) Payment Default. The failure of Maker to pay any monthly installment of interest, or any other amount due and payable under this Note, within five (5) Business Days of the date when such payment is due hereunder; (b) Maturity Default. The failure of Maker to pay the entire outstanding principal balance of this Note, toge

11. Acceleration; Remedies 11.1 Optional Acceleration. Upon the occurrence and during the continuance of any Event of Default (other than a Bankruptcy Event of Default, as described in Section 11.2 below), Payee may, at its sole option, by written notice to Maker, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest (including Default Rate interest), the Exit Fee, an

12. Waivers by Maker 12.1 Waivers of Notice and Demand. Maker hereby waives, to the fullest extent permitted by applicable law, presentment for payment, demand, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature whatsoever in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly pro

13. Recourse; Exculpation 13.1 Limited Recourse. Subject to the exceptions and qualifications set forth in the Mezzanine Loan Agreement and this Section 13, including without limitation the Non-Recourse Carveout Guaranty of even date herewith (the "Guaranty") executed by Metropolitan Transit Development Corp., a Delaware corporation ("Guarantor"), in favor of Payee, the personal liability of Maker for the repayment o

14. Savings Clause / Usury 14.1 Usury Limitation. Notwithstanding any provision to the contrary contained in this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents, the total liability for payments in the nature of interest, additional interest, and other charges (including the Late Payment Charge, the Prepayment Premium, the Exit Fee, and any other charges that constitute interest unde

15. Governing Law; Submission to Jurisdiction 15.1 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to the conflicts-of-law principles thereof that would require or permit the application of the substantive laws of any other jurisdiction, except to the extent that the laws

16. Transfer and Assignment 16.1 Assignment by Payee. Payee may, at any time and from time to time, sell, assign, transfer, negotiate, or otherwise dispose of this Note, in whole or in part, and grant participations herein, in each case in accordance with the terms and conditions set forth in the Mezzanine Loan Agreement and the Intercreditor Agreement, without the prior consent of Maker, except to the extent that th

17. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered in accordance with the notice provisions of the Mezzanine Loan Agreement. Without limiting the generality of the foregoing, notices shall be sent to the following addresses (or to such other address as the applicable party may designate

18. Severability If any term, covenant, condition, or provision of this Note, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remaining terms, covenants, conditions, and provisions of this Note shall remain in full force and effect and shall in no way be affected, impaired, or invalidated

19. Modification This Note may not be modified, amended, waived, extended, changed, discharged, terminated, or supplemented, nor may any provision hereof be modified or waived, except by an instrument in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, termination, or supplement is sought. Any such modification or amendment shall be subject to

20. Successors and Assigns This Note shall be binding upon Maker and its successors, assigns, heirs, administrators, executors, and legal representatives, and shall inure to the benefit of Payee and its successors, assigns, endorsees, transferees, heirs, administrators, executors, and legal representatives, in each case subject to the provisions of this Note, the Mezzanine Loan Agreement, and the Intercreditor Agreem

21. Captions The section and subsection captions and headings used in this Note are inserted for convenience of reference only and shall not be deemed to define, limit, extend, or describe the scope or intent of any provision of this Note, and shall not be considered in interpreting or construing any provision hereof.

22. Time of the Essence Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Note. Without limiting the generality of the foregoing, Maker acknowledges that the timely payment of all amounts due hereunder and the timely performance of all obligations hereunder are material terms of this Note, and that any failure to make timely payment or performance shall constitute a mater

23. WAIVER OF JURY TRIAL MAKER AND PAYEE HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE, THE MEZZANINE LOAN AGREEMENT, THE PLEDGE AGREEMENT, THE INTERCREDITOR AGREEMENT, OR ANY OF THE OTHER MEZZANINE LOAN DOCUMENTS, OR THE TRANSACTION