Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Guaranty, the following terms shall have the following meanings: "Approved Budget" means the construction budget for the Improvements attached to the Senior Loan Agreement as Exhibit G, as the same may be modified from time to time in accordance with the provisions of the Senior Loan Agreement. As of the date hereof, the Approved Budget reflects total project costs of Nine Hund

ARTICLE 2 — COMPLETION GUARANTY

Section 2.1 — Guaranty of Completion Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Agent, for the ratable benefit of the Lenders, that Completion of the Improvements shall occur on or before the Completion Date (as the same may be extended for Permitted Delays in accordance with the terms hereof, but in no event later than the Outside Completion Date of June 15, 2028) in accordance with

Section 2.2 — Performance Obligations (a) If at any time during the construction of the Improvements it reasonably appears to Agent (based upon reports from the Inspecting Architect, construction consultant reports, or other information available to Agent) that Completion of the Improvements will not occur by the Completion Date (as extended for Permitted Delays), Guarantor shall promptly, and in any event within ten

Section 2.3 — Cost Overrun Guaranty (a) Guarantor hereby unconditionally and irrevocably guarantees the payment of all costs of construction of the Improvements in excess of the amounts allocated for such costs in the Approved Budget (each such excess, a "Cost Overrun"). Guarantor's obligation to fund Cost Overruns shall be absolute and unconditional and shall not be limited by the amount of the Loan, the Mezzanine L

Section 2.4 — Lien-Free Guaranty (a) Guarantor hereby guarantees that all construction of the Improvements shall be completed Lien-Free. Guarantor shall cause Borrower, General Contractor, and all subcontractors, materialmen, and suppliers to comply with all applicable lien laws and to deliver all lien waivers, releases, and other documentation required under the Senior Loan Agreement and the GMP Contract. (b) If any

Section 2.5 — Monetary Obligations upon Failure to Complete (a) If Completion of the Improvements does not occur on or before the Outside Completion Date (June 15, 2028), then, without limiting any other rights or remedies available to Agent under this Guaranty, the Senior Loan Agreement, or applicable law, Guarantor shall, upon Agent's written demand, pay to Agent a sum equal to all costs reasonably estimated by Age

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Absolute and Unconditional The obligations of Guarantor under this Guaranty are absolute, unconditional, irrevocable, and continuing, regardless of: (a) the validity, regularity, legality, or enforceability of the Loan, the Loan Documents, or any other guaranty or security furnished in connection therewith; (b) the absence of any action to enforce the same; (c) any waiver or consent by Agent with respec

Section 3.2 — Guaranty of Payment and Performance This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Agent shall not be required to (a) exhaust any right or remedy against Borrower or any other person, (b) proceed against or exhaust any security or collateral held by Agent, (c) pursue any other remedy available to Agent, or (d) file any claim in any bankruptcy proceeding o

Section 3.3 — Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in full force and effect from the date hereof until the Completion Termination Date (as defined in Section 9.1 hereof). Guarantor's obligations hereunder shall not be affected or diminished by any intermediate payment or discharge, in whole or in part, of any of the Guaranteed Obligations. This Guaranty shall be binding upon Gua

Section 3.4 — Reinstatement If any payment received by Agent from or on behalf of Guarantor under this Guaranty is thereafter rescinded, avoided, or must be returned or restored by Agent (whether in connection with any bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance or transfer proceeding, or otherwise), Guarantor's obligations hereunder with respect to such payment shall be reinstated and

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — General Waivers Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following: (a) notice of acceptance of this Guaranty by Agent or any Lender; (b) presentment, demand, protest, and notice of dishonor with respect to any of the Guaranteed Obligations; (c) notice of any amendment, modification, supplement, renewal, extension, or restructuring of the Loan Documents or

Section 4.2 — Waiver of Subrogation Until the Completion Termination Date, Guarantor hereby waives and agrees not to exercise or assert any right of subrogation, reimbursement, exoneration, contribution, or indemnity against Borrower, HYW Mezzanine, or any other person, and any right to enforce any remedy that Agent now has or may hereafter have against Borrower or any other person, and any right to participate in an

Section 4.3 — Waivers under Illinois and New York Law Without limiting the generality of the foregoing waivers, Guarantor specifically waives, to the fullest extent permitted by applicable law: (a) any and all rights and defenses available to Guarantor under the laws of the State of Illinois (the jurisdiction of Guarantor's organization), including any anti-deficiency protections, one-action rules, fair-value limitat

Section 4.4 — No marshaling Agent shall not be required to marshal any assets or collateral, or to resort to any particular security, collateral, or source of repayment in any particular order or manner. Guarantor hereby waives any and all rights to require Agent to marshal assets or collateral, and any right to direct the order or manner in which Agent shall seek to enforce its remedies or to collect any amounts due

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Agent and the Lenders as follows, as of the date hereof (and, where indicated, on a continuing basis throughout the term of this Guaranty):

Section 5.1 — Status and Authority (a) Guarantor is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois, and has all requisite corporate, governmental, and legislative power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by this Guaranty. (b) Guarantor has

Section 5.2 — Enforceability (a) 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 applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting the enforcement of creditors' rights gener

Section 5.3 — No Conflicts The execution, delivery, and performance by Guarantor of this Guaranty, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with or violate Guarantor's enabling legislation, charter, bylaws, or other organizational documents, (b) conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the passag

Section 5.4 — Financial Condition (a) Guarantor's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY2024 Financial Statements"), audited by Whitfield Albrecht & Co. LLP (engagement partner: Sandra Okonkwo, CPA), copies of which have been delivered to Agent prior to the date hereof, have been prepared in accordance with generally accepted accounting principles applicable to

Section 5.5 — Litigation There is no litigation, arbitration, governmental investigation, or other proceeding pending or, to Guarantor's knowledge, threatened against Guarantor or any of its subsidiaries before any court, arbitral tribunal, or governmental authority that (a) involves a claim in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000.00), (b) seeks injunctive or other equitable relief that could

Section 5.6 — No Bankruptcy No proceeding under any bankruptcy, insolvency, reorganization, receivership, dissolution, liquidation, or similar law or statute of any jurisdiction has been filed by or against Guarantor or any of its subsidiaries, and Guarantor has not made an assignment for the benefit of creditors, consented to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its a

Section 5.7 — ERISA and Pension Compliance To the extent that the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), is applicable to Guarantor, Guarantor is in compliance in all material respects with all applicable provisions of ERISA and the regulations thereunder. To the extent that ERISA is not applicable to Guarantor as a government instrumentality, Guarantor represents that it is in complia

Section 5.8 — Sanctions and Anti-Corruption (a) Neither Guarantor nor any of its subsidiaries, directors, officers, or employees is a person or entity ("Sanctioned Person") currently the subject or target of any sanctions administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United States Department of State, the United Nations Security Council, the European Uni

ARTICLE 6 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees as follows, from the date hereof until the Completion Termination Date (and, with respect to surviving obligations, until the satisfaction in full of all such surviving obligations):

Section 6.1 — Financial Reporting Guarantor shall deliver to Agent each of the following: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, the audited consolidated financial statements of Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles applicable to governmental entities (GASB standards) c

Section 6.2 — Maintenance of Net Worth Guarantor shall maintain, at all times, net assets (total assets less total liabilities, as determined in accordance with GASB standards) of not less than Two Billion Five Hundred Million and 00/100 Dollars ($2,500,000,000.00). Compliance with this covenant shall be tested annually based on Guarantor's audited consolidated financial statements delivered pursuant to Section 6.1(a

Section 6.3 — Maintenance of Liquidity Guarantor shall maintain, at all times, unencumbered liquid assets (consisting of cash, cash equivalents, and marketable securities not subject to any lien, pledge, security interest, or other encumbrance) of not less than One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00). Compliance with this covenant shall be tested quarterly based on Guarantor's financial stateme

Section 6.4 — Maintenance of Credit Rating Guarantor shall maintain a credit rating of not less than BBB (or its equivalent) from at least one nationally recognized rating agency. Guarantor shall promptly notify Agent in writing (and in any event within five (5) business days) of any downgrade, withdrawal, or suspension of Guarantor's credit rating by any rating agency, or of any placement of Guarantor's credit ratin

Section 6.5 — Notices Guarantor shall promptly (and in any event within ten (10) business days) notify Agent in writing of: (a) any event, occurrence, or condition that could reasonably be expected to have a material adverse effect on Guarantor's financial condition, business, operations, or assets, or on Guarantor's ability to perform its obligations under this Guaranty; (b) the commencement of any litigation, arbit

Section 6.6 — Compliance with Laws Guarantor shall comply in all material respects with all applicable laws, rules, regulations, orders, and governmental requirements (including, without limitation, all applicable tax laws, environmental laws, employment laws, and governmental reporting requirements) to the extent that failure to so comply could reasonably be expected to have a material adverse effect on Guarantor's

Section 6.7 — No Transfer of Interest Guarantor shall not sell, transfer, convey, assign, or otherwise dispose of all or substantially all of its assets, or merge with or consolidate into any other entity, without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Guarantor may consummate any such transaction without the prior written

Section 6.8 — Construction Oversight (a) Guarantor shall cause Borrower to comply with all construction-related obligations under the Senior Loan Agreement, including (i) the satisfaction of all conditions to the disbursement of Loan proceeds, (ii) the achievement of all construction milestones set forth in Exhibit D hereto and in the Senior Loan Agreement, (iii) the delivery of all monthly construction progress repo

ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES

Section 7.1 — Events of Default under Guaranty Each of the following shall constitute an Event of Default under this Guaranty (each, a "Guaranty Event of Default"): (a) Payment Default. Failure of Guarantor to make any payment when due under this Guaranty (including any Shortfall Amount, any payment under Section 2.5, or any indemnification payment under Article 10) within five (5) business days after Agent's written

Section 7.2 — Remedies Upon the occurrence and during the continuance of any Guaranty Event of Default, Agent may, at its option and without further notice to Guarantor (except as otherwise expressly required herein or by applicable law), exercise any or all of the following remedies: (a) Acceleration. Declare all Guaranteed Obligations immediately due and payable, without presentment, demand, protest, or further not