Contract analysis

Section 1.1 — Defined Terms Capitalized terms used but not otherwise defined in this Mortgage shall have the respective meanings ascribed to such terms in the Loan Agreement. In addition to the terms defined elsewhere in this Mortgage, the following terms shall have the following meanings for all purposes of this Mortgage: "Borrower Organizational Documents" means, collectively, the Certificate of Formation and the L

Section 1.2 — Rules of Construction In this Mortgage, unless the context otherwise requires or unless otherwise expressly provided herein: (a) The singular includes the plural and vice versa, and words importing any gender include all genders. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) The words "herein," "hereof," "hereunder," "hereby,"

ARTICLE II — SECURED OBLIGATIONS

Section 2.1 — Obligations Secured This Mortgage and the liens, security interests, and assignments granted hereby are given to secure the following (all of which are referred to herein as the "Secured Obligations"): (a) The payment of the principal sum of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), together with interest thereon at a per annum rate equal to Term SOFR (subject to a floor of

Section 2.2 — Revolving Nature of Secured Obligations; Future Advances This Mortgage is intended to and shall secure future advances made by Mortgagee and the Lenders to or for the benefit of Mortgagor pursuant to the Loan Agreement and the other Loan Documents. The maximum principal amount of future advances secured by this Mortgage shall not exceed Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.

Section 2.3 — Cross-Collateralization and Cross-Default A default under or breach of any provision of the Loan Agreement, the Note, the Environmental Indemnity Agreement, the Guaranty, or any other Loan Document shall constitute an Event of Default hereunder. The lien of this Mortgage and all other security for the Secured Obligations are cross-collateralized and cross-defaulted, such that an Event of Default under a

ARTICLE III — REPRESENTATIONS AND WARRANTIES Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof, as follows:

Section 3.1 — Title Mortgagor has good and marketable leasehold title to the Land pursuant to the Ground Lease, and, to the extent applicable, fee title or other interests in and to the Land. The Mortgaged Property is free and clear of all liens, charges, encumbrances, security interests, and other defects of title except for the Permitted Encumbrances set forth on Exhibit B attached hereto. Mortgagor has full power,

Section 3.2 — Organization and Authority Mortgagor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of New York. The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents have been duly authorized by all necessary action on

Section 3.3 — No Conflicts The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of law, statute, rule, or regulation applicable to Mortgagor; (b) violate any order, writ, judgment, injunction, decree, determination, or award of any court or governmenta

Section 3.4 — Valid Lien This Mortgage creates a valid and enforceable first-priority mortgage lien on the Mortgaged Property and a valid and enforceable first-priority security interest in all personal property described herein, subject in each case only to Permitted Encumbrances. Upon the recording of this Mortgage in the Office of the City Register of the City of New York, New York County (Manhattan), and the fili

Section 3.5 — Ground Lease Status The Ground Lease is in full force and effect and has not been modified, amended, supplemented, or otherwise changed except as disclosed in writing to Mortgagee prior to the date hereof. No default or event that, with the giving of notice or the lapse of time, or both, would constitute a default exists under the Ground Lease on the part of Mortgagor (as assignee of the ground lessee's

Section 3.6 — Compliance with Law; Zoning The Mortgaged Property and the intended use thereof comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property, including, without limitation, all applicable zoning, land use, building, fire, health, safety, and environmental laws and regulations. Th

Section 3.7 — Environmental Matters Mortgagor has delivered to Mortgagee a Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337; Dr. Lena Kaur, Project Manager), dated March 20, 2025 (the "Phase I ESA"). The Phase I ESA identified no recognized environmental conditions ("RECs") requiring further investigation or remediation as of its effective date. To the

Section 3.8 — Taxes and Assessments All real property taxes, assessments, water and sewer charges, and other governmental charges and impositions that are due and payable with respect to the Mortgaged Property have been paid in full. There are no pending or, to the best of Mortgagor's knowledge, threatened special assessments or other governmental charges against the Mortgaged Property. The Mortgaged Property is iden

Section 3.9 — Insurance Mortgagor maintains in full force and effect all insurance coverages required by Article VI hereof and by the Loan Agreement. Without limiting the generality of the foregoing, Mortgagor has obtained builder's risk insurance coverage in an amount not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00) (replacement cost), currently provided by Fortis Indemnity Insurance Co. Such

Section 3.10 — No Litigation No material litigation, arbitration, or governmental proceeding (including, without limitation, any condemnation, environmental, or regulatory proceeding) is pending or, to the best of Mortgagor's knowledge, threatened against Mortgagor or the Mortgaged Property that could reasonably be expected to have a material adverse effect on the Mortgaged Property, the financial condition of Mortga

Section 3.11 — Appraisal Mortgagor has delivered to Mortgagee an appraisal of the Mortgaged Property (the "Appraisal") prepared by Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092; Marcus Tolliver, MAI, Senior Appraiser), dated April 1, 2025, prepared in accordance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the requirements of FIRREA. The Appraisal concludes that the "as-stabil

Section 3.12 — Construction Contracts Mortgagor has entered into the GMP Contract No. CCG-HYW-2025-001 with Cobalt Construction Group, Inc. (Frank DelVecchio, Chief Executive Officer), which provides for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Project. True, correct, and complete copies of the GMP Contract and all material construction

Section 3.13 — ERISA Mortgagor is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code. The assets of Mortgagor do not constitute "plan assets" within the meaning of ERISA or the regulations promulgated thereunder by the United States Department of Labor.

ARTICLE IV — COVENANTS RESPECTING THE MORTGAGED PROPERTY

Section 4.1 — Payment of Secured Obligations Mortgagor shall punctually pay or cause to be paid all Secured Obligations when due, including, without limitation, all principal and interest on the Loan at the rates and times specified in the Note and the Loan Agreement (i.e., Term SOFR (floor 1.00%) plus 425 basis points per annum, or, if applicable, at the Default Rate), and all other sums, fees, charges, premiums, an

Section 4.2 — Maintenance, Repair, and Restoration Mortgagor shall at all times maintain the Mortgaged Property in good order, condition, and repair (ordinary wear and tear excepted) and in compliance with all applicable laws, regulations, and requirements, and shall promptly make or cause to be made all necessary repairs, replacements, and renewals, whether structural or non-structural, interior or exterior, ordinar

Section 4.3 — Alterations Mortgagor shall not make or permit to be made any material alterations, improvements, demolitions, or additions to or upon the Mortgaged Property without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that no such consent shall be required for (a) the construction of the Project in accordance with the appr

Section 4.4 — Payment of Taxes and Other Charges Mortgagor shall pay and discharge, or cause to be paid and discharged, before the same become delinquent (or before any penalty or interest accrues thereon), all real estate taxes, personal property taxes, assessments (general and special), water and sewer charges, vault charges, Ground Rent (currently $4,200,000.00 per annum) payable under the Ground Lease, and all ot

Section 4.5 — Compliance with Laws Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all building codes, fire codes, health and safety codes, the Americans with Disabilities Act ("ADA"), and all Environmental Laws, and shall promptly comply with all lawful orders

Section 4.6 — Liens Mortgagor shall not create, incur, assume, or permit to exist any lien, encumbrance, or security interest on or against the Mortgaged Property or any part thereof, other than Permitted Encumbrances, without the prior written consent of Mortgagee. Without limiting the generality of the foregoing, Mortgagor shall not permit any mechanic's lien, materialman's lien, or other statutory lien to be filed

Section 4.7 — Further Assurances Mortgagor shall, at Mortgagor's sole cost and expense, promptly execute and deliver to Mortgagee, or cause to be executed and delivered, all such additional instruments, documents, and agreements as Mortgagee may from time to time reasonably request to carry out the intent and purposes of this Mortgage and the other Loan Documents, to evidence or perfect the liens and security interes

Section 4.8 — Inspection Rights Mortgagee and its authorized agents, representatives, consultants, and designees (including, without limitation, the Construction Consultant and Dr. Rajesh Banerjee of Trident Structural Engineers, P.C.) shall have the right to enter upon and inspect the Mortgaged Property at reasonable times upon reasonable prior notice to Mortgagor (except that no prior notice shall be required (i) d

Section 4.9 — Books and Records Mortgagor shall maintain complete, accurate, and current books and records regarding the Mortgaged Property, including, without limitation, records of all revenues, expenses, capital expenditures, leasing activity, and construction progress. Mortgagor shall deliver to Mortgagee the following financial reports and information: (a) Annual Audited Financial Statements: Within one hundred

Section 4.10 — Estoppel Certificates Within fifteen (15) business days after receipt of a written request from Mortgagee, Mortgagor shall deliver to Mortgagee, or to any proposed assignee of the Loan, a certificate in writing, signed by a duly authorized officer of Mortgagor (or MTDC, as applicable), certifying to such matters as Mortgagee may reasonably request, including, without limitation, the outstanding princip

Section 4.11 — Property Management The Mortgaged Property shall be managed and operated by Evergreen Property Management LLC (Teresa Langford, Principal), or such other property management company as may be approved in advance and in writing by Mortgagee, pursuant to a property management agreement in form and substance approved by Mortgagee. Mortgagor shall not terminate, modify in any material respect, or replace t

ARTICLE V — CONSTRUCTION COVENANTS

Section 5.1 — Construction of the Project Mortgagor shall diligently prosecute and cause to be completed the construction of the Project substantially in accordance with the approved plans and specifications, the GMP Contract, and all applicable laws, regulations, permits, and approvals, including, without limitation, the ULURP Approval and all NYC Department of Buildings permits. Mortgagor shall not permit any mater

Section 5.2 — GMP Contract The GMP Contract (No. CCG-HYW-2025-001) entered into by Mortgagor with Cobalt Construction Group, Inc. at a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) shall not be materially amended, assigned, terminated, or surrendered without the prior written consent of Mortgagee. Mortgagor shall deliver or cause Cobalt Construction Group, Inc. to delive

Section 5.3 — Construction Loan Disbursements Disbursement of Loan proceeds for the construction of the Project shall be made in accordance with the disbursement provisions set forth in the Loan Agreement. Each draw request shall be submitted in AIA G702/G703 format (or such other format as Mortgagee may approve), accompanied by (a) a certification by the project architect that the work described in the draw request

Section 5.4 — New York Lien Law Compliance Mortgagor shall comply in all respects with the provisions of the New York Lien Law, including, without limitation, the trust fund provisions of Article 3-A thereof. All Loan proceeds received by Mortgagor constitute trust assets within the meaning of Section 70 of the Lien Law, and Mortgagor, as trustee of such trust, shall apply such trust funds solely for the purposes set

Section 5.5 — Completion Guaranty MTDC, as the indirect parent of Mortgagor, shall deliver to Mortgagee, concurrently with the execution of this Mortgage, a completion guaranty (the "Completion Guaranty") in form and substance satisfactory to Mortgagee, guaranteeing the lien-free completion of the Project substantially in accordance with the approved plans and specifications, the GMP Contract, and all applicable laws

Section 5.6 — Permits and Approvals Mortgagor shall obtain and maintain in full force and effect all permits, licenses, approvals, authorizations, and certificates of every kind necessary for the lawful construction, occupancy, use, and operation of the Project, including, without limitation, all permits and approvals from the New York City Department of Buildings, the Fire Department of the City of New York ("FDNY")

Section 6.1 — Required Insurance Coverages Mortgagor shall procure and maintain continuously in full force and effect (through Castleton Insurance Brokerage, Inc. or such other insurance broker as Mortgagee may approve) the following insurance coverages with respect to the Mortgaged Property: (a) Builder's Risk Insurance. During the construction period, an "all risks" builder's risk insurance policy (including covera