1031-00004 · Hudson Yards West Mortgage LLC · Closing

board-resolution-certificate-mtdc.docx DOCUMENT Real Estate

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CERTIFICATE OF THE SECRETARY OF THE BOARD OF DIRECTORS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

Delivered as of June 15, 2025

The undersigned, James R. Whitfield, hereby certifies that he is the duly appointed and acting Secretary of the Board of Directors of Metropolitan Transit Development Corp., a government instrumentality duly created and organized under the laws of the State of Illinois (hereinafter referred to as "MTDC" or the "Corporation"), with its principal offices and headquarters located at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604.

This Certificate (this "Certificate") is delivered as of June 15, 2025 (the "Closing Date") in connection with:

(i) that certain Senior Mortgage Loan Agreement (the "Senior Loan Agreement"), dated as of the date hereof, by and between Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower"), and Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the benefit of itself and the other lenders party thereto from time to time (in such capacity, the "Agent"), providing for a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) (the "Senior Loan");

(ii) that certain Mezzanine Loan Agreement (the "Mezzanine Loan Agreement"), dated as of the date hereof, by and between Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower"), and Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezz Lender"), providing for a mezzanine loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) (the "Mezzanine Loan"); and

(iii) all guaranties, pledges, mortgages, deeds of trust, assignments of leases and rents, environmental indemnity agreements, security instruments, promissory notes, and all other ancillary documents, instruments, certificates, and agreements executed and delivered in connection with the Senior Loan Agreement and the Mezzanine Loan Agreement (collectively with the Senior Loan Agreement and the Mezzanine Loan Agreement, the "Loan Documents").

The Loan Documents are being executed and delivered in connection with the financing of a mixed-use development project located at 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City and County of New York, State of New York, commonly known as "Hudson Yards West" (the "Project"), with a total estimated project cost of Nine Hundred Twenty Million and No/100 Dollars ($920,000,000.00).

The undersigned Secretary makes each of the certifications set forth herein based upon his personal knowledge, his thorough review of the books and records of the Corporation (including, without limitation, the minute books, resolutions, governing documents, and organizational records of the Corporation), and in his official capacity as Secretary of the Board of Directors of the Corporation, and expressly not in his individual capacity or for any personal liability.

Section 1 — Certification of Organization and Good Standing

I, James R. Whitfield, Secretary of the Board of Directors of MTDC, hereby certify as follows with respect to the organization and good standing of the Corporation:

1.1 The Corporation was duly created and organized as a government instrumentality under the laws of the State of Illinois, pursuant to the Metropolitan Transit Development Act, 70 ILCS 3615/1 et seq. (the "Enabling Statute"), and all organizational actions required by the Enabling Statute and applicable law for the valid creation and organization of the Corporation were duly and properly taken. The Corporation remains validly existing and in good standing under the laws of the State of Illinois as of the date hereof. A Certificate of Good Standing issued by the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, has been obtained and is available for inspection.

1.2 The Corporation is duly qualified and authorized to transact business in the State of New York, having obtained a Certificate of Authority from the New York Department of State, and is in good standing in the State of New York as of the date hereof. The Corporation is further duly qualified and authorized to transact business in each other jurisdiction where the nature of its business, the ownership or leasing of its properties, or the consummation of the transactions contemplated by the Loan Documents requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the Corporation's ability to perform its obligations under the Loan Documents.

1.3 The Corporation possesses all requisite power and authority under the Enabling Statute, its Articles of Incorporation (as defined below), and its Bylaws (as defined below) to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including, without limitation, the power and authority to enter into the Loan Documents, to perform its obligations thereunder, and to consummate the transactions contemplated thereby.

Section 2 — Certification of Governing Documents

I hereby further certify as follows with respect to the governing documents of the Corporation:

2.1 Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation (or equivalent charter document) of Metropolitan Transit Development Corp., as filed with the Illinois Secretary of State, together with all amendments, restatements, supplements, and modifications thereto through and including the date hereof (collectively, the "Articles of Incorporation"). The Articles of Incorporation are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or modified since the date of the most recent amendment attached thereto.

2.2 Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Metropolitan Transit Development Corp., as adopted by the Board of Directors, together with all amendments, restatements, supplements, and modifications thereto through and including the date hereof (collectively, the "Bylaws"). The Bylaws are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or modified since the date of the most recent amendment attached thereto.

2.3 No proceedings have been initiated, are pending, or, to the undersigned's knowledge, are contemplated by any person or entity (including any director, officer, member, or governmental authority) to amend, modify, supplement, restate, or repeal the Articles of Incorporation or the Bylaws in any manner that would affect, impair, limit, or otherwise modify the authorizations, approvals, and actions set forth in this Certificate or the Resolutions (as defined below). There are no pending or proposed amendments to the Enabling Statute that would, to the undersigned's knowledge, adversely affect the Corporation's authority to consummate the transactions contemplated by the Loan Documents.

Section 3 — Certification of Board Meeting and Quorum

I hereby further certify as follows with respect to the meeting of the Board of Directors at which the Resolutions were adopted:

3.1 A duly called special meeting of the Board of Directors of MTDC was held on May 22, 2025 (the "Meeting"), at the principal offices of the Corporation, 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, at which a quorum of the Board of Directors was present in person or by videoconference and acted throughout the entirety of the Meeting in accordance with the Articles of Incorporation, the Bylaws, and applicable law.

3.2 Notice of the special meeting was duly and properly given to all directors of the Corporation in accordance with Article IV, Section 4.3 of the Bylaws, which requires that written notice of any special meeting be delivered to each director not less than five (5) business days prior to the date of such meeting, specifying the date, time, place, and purposes of the meeting. Such notice was delivered to each director by electronic mail and overnight courier on May 14, 2025, which was six (6) business days prior to the date of the Meeting. Each director either received and acknowledged such notice or, where applicable, executed a written waiver of notice in accordance with Article IV, Section 4.4 of the Bylaws. Copies of all notices and waivers are on file in the corporate records of the Corporation.

3.3 The Board of Directors of the Corporation consists of eleven (11) directors. Nine (9) directors were present at the Meeting, either in person or by videoconference, throughout the duration of the proceedings. Pursuant to Article IV, Section 4.5 of the Bylaws, a majority of the total number of directors then in office constitutes a quorum for the transaction of business, which requires the presence of at least six (6) directors. Accordingly, a quorum was duly established and maintained throughout the Meeting.

3.4 Margaret Kowalski, Chair of the Board of Directors, presided over the Meeting in accordance with Article IV, Section 4.6 of the Bylaws, and the undersigned served as Secretary for the Meeting and recorded the minutes thereof.

3.5 The resolutions set forth in Exhibit C attached hereto (the "Resolutions") were duly presented, moved, seconded, discussed, and adopted at the Meeting by a vote of eight (8) directors in favor, zero (0) opposed, and one (1) abstaining. The adoption of the Resolutions was accomplished in accordance with all applicable requirements of the Enabling Statute, the Articles of Incorporation, and the Bylaws. The minutes of the Meeting reflecting the adoption of the Resolutions have been duly recorded in the minute books of the Corporation, and I have reviewed such minutes and confirm their accuracy and completeness.

Section 4 — Certification of Resolutions

I hereby further certify as follows with respect to the Resolutions adopted by the Board of Directors at the Meeting:

4.1 Attached hereto as Exhibit C is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Corporation at the Meeting, certified by the undersigned Secretary.

4.2 The Resolutions have not been amended, modified, supplemented, rescinded, revoked, or superseded in any respect since the date of their adoption on May 22, 2025, and remain in full force and effect as of the date hereof. No action has been taken by the Board of Directors, or by any committee thereof, or by any officer, director, or other person, that would in any way alter, impair, or diminish the authority granted by the Resolutions.

4.3 The Resolutions authorize, approve, and direct, without limitation, the following actions on behalf of the Corporation:

(a) Authorization of the Total Financing

The Resolutions authorize MTDC to cause, procure, arrange, and consummate the financing of the Project in the aggregate combined principal amount of Six Hundred Seventy-Five Million and No/100 Dollars ($675,000,000.00), consisting of (x) the Senior Loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) and (y) the Mezzanine Loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00). The Resolutions further authorize the contribution by MTDC of equity in the amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) to the Project through one or more direct or indirect equity contributions to the Mortgage Borrower and/or the Mezzanine Borrower. The Resolutions acknowledge and accept the receipt and application of the Forty-Five Million and No/100 Dollar ($45,000,000.00) NYC Transit Infrastructure Grant awarded by the City of New York, acting through the New York City Economic Development Corporation, in connection with the development of the Project.

(b) Formation and Capitalization of Borrower SPEs

The Resolutions authorize and direct the formation of Hudson Yards West Mortgage LLC as a Delaware limited liability company, to serve as the single-purpose entity Mortgage Borrower for the Senior Loan, and the formation of Hudson Yards West Mezzanine LLC as a Delaware limited liability company, to serve as the single-purpose entity Mezzanine Borrower for the Mezzanine Loan. The Resolutions further authorize the execution and delivery of the limited liability company agreements (or operating agreements) of each such special purpose entity, and all amendments thereto, in such form as the Authorized Signatories (as defined below) shall approve. The Resolutions authorize the capitalization of each such special purpose entity with such equity contributions, intercompany loans, and/or other capital infusions as may be required by the Loan Documents, the organizational documents of such entities, or as the Authorized Signatories shall otherwise determine to be necessary or appropriate. The Resolutions further direct that federal employer identification numbers (EINs) be obtained from the Internal Revenue Service for each such special purpose entity promptly upon formation.

The Resolutions authorize the execution and delivery of the Senior Loan Agreement by and between the Mortgage Borrower and Ironclad National Bank, N.A., in its capacity as Agent for the benefit of itself and the syndicate lenders party thereto, which syndicate includes Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Senior Lenders"). The Resolutions further authorize the execution and delivery of each of the following instruments and documents in connection with the Senior Loan: (i) the Senior Mortgage, encumbering the Project in favor of the Agent for the benefit of the Senior Lenders; (ii) the Assignment of Leases and Rents, assigning the Mortgage Borrower's interest in all present and future leases, rents, and profits from the Project to the Agent; (iii) the Senior Promissory Note in the original principal amount of $475,000,000.00; (iv) the Environmental Indemnity Agreement; and (v) all other ancillary Senior Loan Documents, including, without limitation, UCC financing statements, deposit account control agreements, cash management agreements, lockbox agreements, subordination agreements, and any other documents, instruments, or certificates required by the Agent or the Senior Lenders.

The Resolutions confirm the Board's approval of the following material economic terms of the Senior Loan: (A) an interest rate equal to Term SOFR (as defined in the Senior Loan Agreement) plus four hundred twenty-five (425) basis points per annum, subject to a SOFR floor of one percent (1.00%); (B) an origination fee in the amount of Four Million Seven Hundred Fifty Thousand and No/100 Dollars ($4,750,000.00), representing one percent (1.00%) of the original principal amount of the Senior Loan; (C) an exit fee in the amount of twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of the Senior Loan as of the date of repayment; and (D) an initial maturity date of June 15, 2029, with two (2) successive one-year extension options (subject to satisfaction of extension conditions set forth in the Senior Loan Agreement), extending the maturity date to June 15, 2030 and June 15, 2031, respectively.

(d) Execution of Mezzanine Loan Documents

The Resolutions authorize the execution and delivery of the Mezzanine Loan Agreement by and between the Mezzanine Borrower and Granite Peak Capital Partners, LP. The Resolutions further authorize the execution and delivery of each of the following instruments and documents in connection with the Mezzanine Loan: (i) the Mezzanine Promissory Note in the original principal amount of $200,000,000.00; (ii) the Pledge and Security Agreement, pursuant to which the Mezzanine Borrower shall pledge one hundred percent (100%) of its membership interests in the Mortgage Borrower to the Mezz Lender as security for the Mezzanine Loan; and (iii) all other ancillary Mezzanine Loan Documents, including, without limitation, intercreditor agreements, recognition agreements, UCC financing statements, and any other documents, instruments, or certificates required by the Mezz Lender.

The Resolutions confirm the Board's approval of the following material economic terms of the Mezzanine Loan: (A) a fixed interest rate of eleven and one-half percent (11.50%) per annum; (B) an origination fee in the amount of Three Million and No/100 Dollars ($3,000,000.00), representing one and one-half percent (1.50%) of the original principal amount of the Mezzanine Loan; and (C) an exit fee in the amount of one-half of one percent (0.50%) of the outstanding principal balance of the Mezzanine Loan as of the date of repayment.

(e) Guaranties by MTDC

The Resolutions authorize MTDC, in its own capacity and not through or on behalf of either the Mortgage Borrower or the Mezzanine Borrower, to execute and deliver each of the following guaranty and indemnity instruments: (i) a Guaranty of Recourse Carveouts in favor of the Agent and the Senior Lenders in connection with the Senior Loan (the "Senior Recourse Carveout Guaranty"); (ii) a Guaranty of Recourse Carveouts in favor of the Mezz Lender in connection with the Mezzanine Loan (the "Mezzanine Recourse Carveout Guaranty"); (iii) a Completion Guaranty in favor of the Agent and the Senior Lenders in connection with the Senior Loan (the "Senior Completion Guaranty"); (iv) a Completion Guaranty in favor of the Mezz Lender in connection with the Mezzanine Loan (the "Mezzanine Completion Guaranty"); and (v) an Environmental Indemnity Agreement in favor of the Agent, the Senior Lenders, and the Mezz Lender, as their interests may appear (the "Environmental Indemnity," and collectively with the foregoing guaranties, the "MTDC Guaranties").

The Resolutions confirm that the execution and delivery of the MTDC Guaranties are within the power and authority of the Corporation under the Enabling Statute, the Articles of Incorporation, and the Bylaws. The Board has reviewed and considered the scope, terms, conditions, and potential liability exposure of each of the MTDC Guaranties and has determined, in its informed business judgment, that the execution and delivery of such guaranties is in the best interests of the Corporation and is reasonably necessary for the consummation of the financing and the development of the Project.

(f) Ground Lease Matters

The Resolutions authorize and ratify the existing ground lease (the "Ground Lease") between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC (or its designee), as tenant, dated as of June 1, 2020, and recorded in the Office of the City Register of the City of New York on June 5, 2020 (CRFN 2020000198762), demising the real property upon which the Project is to be constructed. The Ground Lease provides for an annual ground rent of Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00), subject to adjustment based on the Consumer Price Index (CPI-U, New York-Newark-Jersey City) at five (5)-year intervals throughout the term of the Ground Lease.

The Resolutions further authorize the execution and delivery of any and all ground lease estoppel certificates, subordination, non-disturbance, and attornment agreements ("SNDAs"), lender-required amendments to the Ground Lease, and any other instruments or agreements relating to the Ground Lease as may be required by the Agent, the Senior Lenders, or the Mezz Lender in connection with the closing of the Loan Documents, in such form and substance as the Authorized Signatories shall approve.

(g) Construction and Development Matters

The Resolutions authorize the execution and delivery of the Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) with Cobalt Construction Group, Inc. (the "General Contractor"), establishing a guaranteed maximum price of Four Hundred Twelve Million and No/100 Dollars ($412,000,000.00) for the construction of the Project, together with all change orders, amendments, and supplemental agreements thereto as may be approved by the Authorized Signatories. The Resolutions further authorize the execution and delivery of the Property Management Agreement with Evergreen Property Management LLC for the management and operation of the Project upon completion of construction.

The Board acknowledges the projected construction timeline for the Project, including projected substantial completion by December 15, 2027, and the issuance of a first Temporary Certificate of Occupancy ("TCO") by March 15, 2028, as set forth in the construction schedule delivered to the Board in connection with the Meeting.

(h) Insurance, Title, and Ancillary Matters

The Resolutions authorize the procurement of builder's risk insurance for the Project in the amount of Five Hundred Million and No/100 Dollars ($500,000,000.00) replacement cost, to be placed through Fortis Indemnity Insurance Co. and/or Castleton Insurance Brokerage, Inc., on such terms and conditions as the Authorized Signatories shall approve and as required by the Loan Documents.

The Resolutions authorize the acceptance of the following ALTA 2006 owner's and lender's title insurance policies to be issued by Sentinel Title & Escrow Company (Commitment No. STN-2025-MH-04178): (i) a lender's title insurance policy in the amount of $475,000,000.00 insuring the lien of the Senior Mortgage for the benefit of the Agent and the Senior Lenders, and (ii) a lender's title insurance policy in the amount of $200,000,000.00 insuring the Mezz Lender's security interest in the pledged membership interests (UCC policy), together with all endorsements required by the Loan Documents.

The Resolutions further authorize the engagement of Broadstreet Appraisal Group, Inc. for the preparation of an appraisal of the Project (Appraisal File No. BAG-25-1092), which appraisal has been completed and reflects an as-stabilized appraised value of One Billion Twenty-Five Million and No/100 Dollars ($1,025,000,000.00). The Resolutions also authorize the engagement of Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337) for the preparation of a Phase I Environmental Site Assessment and such additional environmental reports and investigations as may be required by the Loan Documents.

(i) Designation of Authorized Officers and Agents

The Resolutions designate and authorize the following named officers and agents of the Corporation (each, an "Authorized Signatory" and collectively, the "Authorized Signatories") to execute and deliver, on behalf of the Corporation and each of the Mortgage Borrower and the Mezzanine Borrower (in MTDC's capacity as the direct or indirect managing member or authorized agent thereof), any and all Loan Documents and ancillary certificates, agreements, instruments, filings, and other documents as may be necessary, appropriate, or desirable in connection with the transactions contemplated hereby:

(1) David Harrington — Executive Director

(2) Priya Subramanian — Chief Financial Officer

(3) Marcus Jennings — Vice President, Real Estate Development

(4) Lydia Okafor — General Counsel

The Resolutions provide that any two (2) Authorized Signatories acting together shall have full power and authority to bind the Corporation with respect to the execution, delivery, and performance of the Loan Documents and all related instruments and agreements; provided, however, that any single Authorized Signatory acting alone shall have the power and authority to execute and deliver ancillary certificates, closing deliverables, and ministerial documents that do not, in and of themselves, create material financial obligations of the Corporation.

The Resolutions further authorize the engagement of Calderwood & Harkness LLP (Douglas Fairchild, responsible partner; C&H Matter No. 1031-00004) as Borrower's Counsel to represent the Corporation, the Mortgage Borrower, and the Mezzanine Borrower in connection with the negotiation, documentation, and closing of the Loan Documents, and the engagement of Hargrove & Linden, P.C. (Raymond Cho, partner) as local zoning and land use counsel for the Project.

(j) Omnibus Authorization

The Resolutions grant general authority to the Authorized Signatories to execute and deliver any and all additional documents, certificates, instruments, agreements, consents, waivers, and filings, and to take any and all further actions, including but not limited to the payment of fees, costs, and expenses, as any such Authorized Signatory (or two such Authorized Signatories acting together, as applicable) may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing Resolutions and to consummate the transactions contemplated by the Loan Documents.

The Resolutions further ratify, confirm, and approve any and all actions heretofore taken by any director, officer, employee, or agent of the Corporation prior to the date of the Resolutions that are consistent with the authority granted therein, including, without limitation, the negotiation and execution of term sheets, engagement letters, commitment letters, application documents, and other preliminary agreements, and all such prior actions are hereby confirmed and ratified in all respects.

Section 5 — Certification of Incumbency

I hereby further certify that the following persons are the duly elected or appointed officers and/or directors of the Corporation, holding the offices set forth opposite their respective names, and that each such person has been duly authorized to act on behalf of the Corporation in such capacity. The specimen signatures set forth below are the true, genuine, and authentic signatures of each such person:

Each individual named above holds the office set forth opposite his or her name as of the date hereof, has been duly elected or appointed to such office in accordance with the Articles of Incorporation, the Bylaws, and applicable law, and continues to serve in such capacity as of the date of this Certificate. No proceedings are pending or contemplated to remove any such individual from his or her office or to elect or appoint any successor thereto.

Section 6 — Further Certifications

I hereby further certify as follows:

6.1 The execution, delivery, and performance by the Corporation (and each of the Mortgage Borrower and the Mezzanine Borrower, as applicable) of the Loan Documents, and the consummation of the transactions contemplated thereby, do not and will not: (i) violate any provision of the Corporation's Articles of Incorporation, Bylaws, or the Enabling Statute; (ii) violate any law, statute, ordinance, rule, regulation, order, writ, injunction, decree, or judgment of any court, governmental authority, or regulatory body applicable to the Corporation or any of its properties or assets; (iii) conflict with, result in a breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration of any obligation under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which the Corporation is a party or by which the Corporation or any of its properties or assets is bound; or (iv) require any consent, approval, authorization, registration, declaration, or filing with, or notice to, any governmental authority, regulatory body, or other person that has not already been duly obtained, made, or given and that remains in full force and effect.

6.2 There is no action, suit, proceeding, claim, arbitration, or investigation pending, or, to the undersigned Secretary's knowledge after due inquiry, threatened against the Corporation or any of its officers, directors, or agents before any court, governmental agency, or arbitral tribunal that would challenge, enjoin, prevent, or materially impair the authority of the Corporation to enter into the Loan Documents, to perform its obligations thereunder, or to consummate the transactions contemplated thereby. There are no pending or threatened proceedings seeking to dissolve, reorganize, or liquidate the Corporation.

6.3 The Corporation is not in default under any debt instrument, guaranty, loan agreement, bond, indenture, or other material agreement or obligation that would constitute a cross-default under the Senior Loan Agreement, the Mezzanine Loan Agreement, or any other Loan Document. The Corporation has received no notice of any event or circumstance that, with the passage of time or the giving of notice, or both, would constitute such a default.

6.4 The Corporation's credit rating of A– (stable outlook) assigned by Pinnacle Ratings Group (identifier PRG-MTDC-A-2024-1187), most recently affirmed on November 15, 2024, remains in full force and effect as of the date hereof. Such credit rating has not been downgraded, placed on negative watch, placed on credit review for possible downgrade, or withdrawn by Pinnacle Ratings Group, and the Corporation has received no notice or indication from Pinnacle Ratings Group that any such action is pending or contemplated.

6.5 The Corporation's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY2024 Financial Statements"), were audited by Whitfield Albrecht & Co. LLP, independent registered public accounting firm (Sandra Okonkwo, engagement partner), in accordance with generally accepted auditing standards and received an unqualified opinion. The FY2024 Financial Statements reflect operating revenue of One Billion One Hundred Twenty Million and No/100 Dollars ($1,120,000,000.00) and net assets of Three Billion Seven Hundred Million and No/100 Dollars ($3,700,000,000.00). The FY2024 Financial Statements fairly present, in all material respects, the financial position of the Corporation as of December 31, 2024, and the results of its operations and cash flows for the fiscal year then ended. Since December 31, 2024, there has been no material adverse change in the financial condition, results of operations, assets, liabilities, or business prospects of the Corporation.

Section 7 — Reliance

This Certificate is being delivered with the understanding and express intention that the following parties may rely upon the certifications, representations, and confirmations set forth herein in connection with the closing of the Loan Documents and the consummation of the transactions contemplated thereby:

(a) Ironclad National Bank, N.A., in its capacity as Agent;

(b) each of the Senior Lenders, including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank;

(d) Clearfield & Associates LLP, as counsel to the Agent and the Senior Lenders;

(e) Voss Richter & Baines LLP, as counsel to the Mezz Lender;

(f) Sentinel Title & Escrow Company, in its capacity as title insurer and escrow agent; and

(g) such other parties as may reasonably rely upon this Certificate in connection with the transactions contemplated by the Loan Documents.

The certifications, representations, and confirmations contained herein shall survive the Closing Date and shall remain effective and may be relied upon until such time as the undersigned Secretary (or any duly appointed successor Secretary) delivers a superseding certificate or a certificate expressly revoking this Certificate, in whole or in part, to the Agent and the Mezz Lender.

Execution

IN WITNESS WHEREOF, the undersigned has executed this Certificate of the Secretary of the Board of Directors of Metropolitan Transit Development Corp. as of June 15, 2025.

METROPOLITAN TRANSIT DEVELOPMENT CORP.

By: ________

Name: James R. Whitfield

Title: Secretary, Board of Directors

[SEAL]

Acknowledgment

STATE OF ILLINOIS ) ) ss. COUNTY OF COOK )

On this 15th day of June, 2025, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and sworn, personally appeared James R. Whitfield, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Secretary of the Board of Directors of Metropolitan Transit Development Corp., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

________________________________________

Notary Public, State of Illinois

Printed Name: ______

My Commission Expires: _____

[NOTARY SEAL]

Counter-Certification by Presiding Officer

I, Margaret Kowalski, Chair of the Board of Directors of Metropolitan Transit Development Corp., hereby certify that James R. Whitfield, the person who has executed the foregoing Certificate of the Secretary of the Board of Directors, does hold the office of Secretary of the Board of Directors of Metropolitan Transit Development Corp. as of the date hereof, has been duly appointed to such office in accordance with the Articles of Incorporation and the Bylaws of the Corporation, is duly authorized to deliver this Certificate and to make the certifications set forth therein on behalf of the Corporation, and the signature appearing on the foregoing Certificate is the genuine signature of James R. Whitfield.

METROPOLITAN TRANSIT DEVELOPMENT CORP.

By: ________

Name: Margaret Kowalski

Title: Chair, Board of Directors

Date: June 15, 2025

EXHIBIT A

ARTICLES OF INCORPORATION / CHARTER DOCUMENT

METROPOLITAN TRANSIT DEVELOPMENT CORP.

[Attached hereto is a true, correct, and complete copy of the Articles of Incorporation (or equivalent enabling instrument) of Metropolitan Transit Development Corp., as filed with the Illinois Secretary of State, together with all amendments, restatements, supplements, and modifications thereto through and including the date of this Certificate.]

[Note: To be attached by the Secretary from the corporate records of the Corporation. The Articles of Incorporation, including all amendments, comprise approximately __ pages.]

EXHIBIT B

BYLAWS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

[Attached hereto is a true, correct, and complete copy of the Bylaws of Metropolitan Transit Development Corp., as adopted by the Board of Directors, together with all amendments, restatements, supplements, and modifications thereto through and including the date of this Certificate.]

[Note: To be attached by the Secretary from the corporate records of the Corporation. The Bylaws, including all amendments, comprise approximately __ pages.]

EXHIBIT C

RESOLUTIONS OF THE BOARD OF DIRECTORS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

Adopted at a Special Meeting Held on May 22, 2025

The following resolutions were duly adopted by the Board of Directors (the "Board") of Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois (the "Corporation" or "MTDC"), at a duly called special meeting of the Board held on May 22, 2025 (the "Meeting"), at the principal offices of the Corporation, 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, at which a quorum of the Board was present and acted throughout:

RECITALS. WHEREAS, the Corporation desires to develop the mixed-use project commonly known as "Hudson Yards West" (the "Project"), located at 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City and County of New York, State of New York, with a total estimated project cost of Nine Hundred Twenty Million and No/100 Dollars ($920,000,000.00);

WHEREAS, to finance a portion of the Project cost, the Corporation desires to cause the formation of two single-purpose entity borrowers and to procure: (a) a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) from a lending syndicate led by Ironclad National Bank, N.A., a national banking association, as administrative agent (the "Agent"), with the syndicate including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with the Agent, the "Senior Lenders") (the "Senior Loan"); and (b) a mezzanine loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) from Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezz Lender") (the "Mezzanine Loan"), for a combined financing of Six Hundred Seventy-Five Million and No/100 Dollars ($675,000,000.00);

WHEREAS, in addition to the Senior Loan and the Mezzanine Loan, the Corporation desires to contribute equity of Two Hundred Million and No/100 Dollars ($200,000,000.00) to the Project through one or more direct or indirect equity contributions, and the Project will receive a grant in the amount of Forty-Five Million and No/100 Dollars ($45,000,000.00) from the City of New York, acting through the New York City Economic Development Corporation, designated as the NYC Transit Infrastructure Grant (the "Grant");

WHEREAS, the Board has been presented with and has reviewed detailed summaries and analyses of the material terms of the proposed financing, including: (i) the Senior Mortgage Term Sheet dated February 28, 2025, prepared by Ironclad National Bank, N.A.; and (ii) the Mezzanine Term Sheet dated March 7, 2025, prepared by Granite Peak Capital Partners, LP, together with supporting financial projections, pro forma analyses, and sensitivity analyses prepared by management;

WHEREAS, the Board has reviewed the appraisal prepared by Broadstreet Appraisal Group, Inc. (Appraisal File No. BAG-25-1092), which concludes an as-stabilized appraised value of One Billion Twenty-Five Million and No/100 Dollars ($1,025,000,000.00) for the Project, resulting in a combined loan-to-value ratio of approximately sixty-five and eighty-five hundredths percent (65.85%), the Phase I Environmental Site Assessment and related environmental reports prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), the zoning opinion prepared by Hargrove & Linden, P.C., and other due diligence materials relating to the Project;

WHEREAS, the Board, having considered and evaluated the foregoing materials and having deliberated thereon, has determined that the consummation of the transactions described herein, including the financing of the Project, the formation of the single-purpose entity borrowers, the execution and delivery of the Loan Documents (as defined below), the provision of the MTDC Guaranties (as defined below), and the related actions contemplated hereby, are in the best interests of the Corporation and are consistent with the Corporation's statutory mission and purpose;

RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted by the Board of Directors of the Corporation:

RESOLVED (Authorization of Total Financing), that the Corporation is hereby authorized to cause, procure, arrange, and consummate the financing of the Project in the aggregate combined principal amount of $675,000,000.00, consisting of the Senior Loan in the original principal amount of $475,000,000.00 and the Mezzanine Loan in the original principal amount of $200,000,000.00; and further

RESOLVED, that the Corporation is hereby authorized to contribute equity in the amount of $200,000,000.00 to the Project through one or more direct or indirect equity contributions to the Mortgage Borrower (as defined below) and/or the Mezzanine Borrower (as defined below), in such manner and at such times as the Authorized Signatories (as defined below) shall determine; and further

RESOLVED, that the Corporation hereby acknowledges and accepts the receipt and application of the $45,000,000.00 NYC Transit Infrastructure Grant in connection with the development of the Project, and authorizes the Authorized Signatories to execute and deliver any and all agreements, certifications, and instruments necessary to effectuate and comply with the terms and conditions of such Grant; and further

RESOLVED (Formation and Capitalization of Borrower SPEs), that the Corporation is hereby authorized and directed to cause the formation of Hudson Yards West Mortgage LLC as a Delaware limited liability company, to serve as the single-purpose entity mortgage borrower for the Senior Loan (the "Mortgage Borrower"), and the formation of Hudson Yards West Mezzanine LLC as a Delaware limited liability company, to serve as the single-purpose entity mezzanine borrower for the Mezzanine Loan (the "Mezzanine Borrower"); and further

RESOLVED, that the Authorized Signatories are hereby authorized to execute and deliver the limited liability company agreement (or operating agreement) of each of the Mortgage Borrower and the Mezzanine Borrower, and any and all amendments thereto, in such form as the Authorized Signatories shall approve; and further

RESOLVED, that the Authorized Signatories are hereby authorized to capitalize each of the Mortgage Borrower and the Mezzanine Borrower with such equity contributions, intercompany loans, and/or other capital infusions as may be required by the Loan Documents or as the Authorized Signatories shall otherwise determine to be necessary or appropriate; and further

RESOLVED, that the Authorized Signatories are hereby directed to obtain federal employer identification numbers (EINs) from the Internal Revenue Service for each of the Mortgage Borrower and the Mezzanine Borrower promptly upon formation; and further

RESOLVED (Execution of Senior Loan Documents), that the Corporation is hereby authorized to cause the Mortgage Borrower to execute and deliver the Senior Loan Agreement by and between the Mortgage Borrower and the Agent for the benefit of the Senior Lenders, together with all related instruments and documents, including: (i) the Senior Mortgage; (ii) the Assignment of Leases and Rents; (iii) the Senior Promissory Note in the original principal amount of $475,000,000.00; (iv) the Environmental Indemnity Agreement; and (v) all other ancillary documents, instruments, certificates, and agreements required or contemplated by the Senior Loan Agreement (collectively with the Senior Loan Agreement, the "Senior Loan Documents"); and further

RESOLVED, that the Board hereby approves the following material economic terms of the Senior Loan: (A) an interest rate equal to Term SOFR plus 425 basis points per annum, with a SOFR floor of 1.00%; (B) an origination fee of $4,750,000.00 (1.00%); (C) an exit fee of 0.25% of the outstanding principal balance as of repayment; and (D) an initial maturity date of June 15, 2029, with two (2) successive one-year extension options to June 15, 2030 and June 15, 2031, respectively, subject to the extension conditions set forth in the Senior Loan Agreement; and further

RESOLVED (Execution of Mezzanine Loan Documents), that the Corporation is hereby authorized to cause the Mezzanine Borrower to execute and deliver the Mezzanine Loan Agreement by and between the Mezzanine Borrower and the Mezz Lender, together with all related instruments and documents, including: (i) the Mezzanine Promissory Note in the original principal amount of $200,000,000.00; (ii) the Pledge and Security Agreement, pursuant to which the Mezzanine Borrower shall pledge 100% of its membership interests in the Mortgage Borrower to the Mezz Lender; and (iii) all other ancillary documents, instruments, certificates, and agreements required or contemplated by the Mezzanine Loan Agreement (collectively with the Mezzanine Loan Agreement, the "Mezzanine Loan Documents," and together with the Senior Loan Documents, the "Loan Documents"); and further

RESOLVED, that the Board hereby approves the following material economic terms of the Mezzanine Loan: (A) a fixed interest rate of 11.50% per annum; (B) an origination fee of $3,000,000.00 (1.50%); and (C) an exit fee of 0.50% of the outstanding principal balance as of repayment; and further

RESOLVED (Guaranties by MTDC), that the Corporation, acting in its own capacity and not through or on behalf of either the Mortgage Borrower or the Mezzanine Borrower, is hereby authorized to execute and deliver the following guaranty and indemnity instruments (collectively, the "MTDC Guaranties"): (i) a Guaranty of Recourse Carveouts in favor of the Agent and the Senior Lenders in connection with the Senior Loan; (ii) a Guaranty of Recourse Carveouts in favor of the Mezz Lender in connection with the Mezzanine Loan; (iii) a Completion Guaranty in favor of the Agent and the Senior Lenders in connection with the Senior Loan; (iv) a Completion Guaranty in favor of the Mezz Lender in connection with the Mezzanine Loan; and (v) an Environmental Indemnity Agreement in favor of the Agent, the Senior Lenders, and the Mezz Lender, as their interests may appear; and further

RESOLVED, that the Board has determined that the execution and delivery of the MTDC Guaranties are within the power and authority of the Corporation under the Metropolitan Transit Development Act, 70 ILCS 3615/1 et seq., the Articles of Incorporation, and the Bylaws; and further

RESOLVED, that the Board has reviewed and considered the scope, terms, conditions, and potential liability exposure of each of the MTDC Guaranties, and has determined, in its informed business judgment, that the execution and delivery of such guaranties is in the best interests of the Corporation and is reasonably necessary for the consummation of the financing and the development of the Project; and further

RESOLVED (Ground Lease Matters), that the existing Ground Lease between the New York City Economic Development Corporation, as landlord, and the Corporation (or its designee), as tenant, dated as of June 1, 2020 (CRFN 2020000198762), including all terms and conditions thereof (including the annual ground rent of $4,200,000.00 with CPI escalation every five years), is hereby authorized, approved, confirmed, and ratified in all respects; and further

RESOLVED, that the Authorized Signatories are hereby authorized to execute and deliver any and all ground lease estoppel certificates, subordination, non-disturbance, and attornment agreements, lender-required amendments to the Ground Lease, and any other instruments or agreements relating to the Ground Lease as may be required by the Agent, the Senior Lenders, or the Mezz Lender in connection with the Loan Documents; and further

RESOLVED (Construction and Development Matters), that the Corporation is hereby authorized to execute and deliver the Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) with Cobalt Construction Group, Inc. in the guaranteed maximum price amount of $412,000,000.00, together with all change orders, amendments, and supplemental agreements thereto as may be approved by the Authorized Signatories; and further

RESOLVED, that the Corporation is hereby authorized to execute and deliver the Property Management Agreement with Evergreen Property Management LLC for the management and operation of the Project upon completion of construction, on such terms and conditions as the Authorized Signatories shall approve; and further

RESOLVED, that the Board acknowledges the projected construction timeline for the Project, including projected substantial completion by December 15, 2027, and the issuance of a first Temporary Certificate of Occupancy by March 15, 2028; and further

RESOLVED (Insurance, Title, and Ancillary Matters), that the Corporation is hereby authorized to procure builder's risk insurance for the Project in the amount of $500,000,000.00 replacement cost through Fortis Indemnity Insurance Co. and/or Castleton Insurance Brokerage, Inc., and such other insurance policies and coverages as may be required by the Loan Documents, on such terms and conditions as the Authorized Signatories shall approve; and further

RESOLVED, that the Corporation is hereby authorized to accept the ALTA 2006 lender's title insurance policies to be issued by Sentinel Title & Escrow Company (Commitment No. STN-2025-MH-04178) in the amounts of $475,000,000.00 (Senior Loan) and $200,000,000.00 (Mezzanine Loan/UCC), together with all endorsements required by the Loan Documents; and further

RESOLVED, that the Corporation is hereby authorized to engage Broadstreet Appraisal Group, Inc. (Appraisal File No. BAG-25-1092; as-stabilized appraised value: $1,025,000,000.00) and Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337) in connection with the due diligence for the Project and the Loan Documents; and further

RESOLVED (Designation of Authorized Officers and Agents), that the following officers of the Corporation are hereby designated as "Authorized Signatories" and are authorized to execute and deliver, on behalf of the Corporation and each of the Mortgage Borrower and the Mezzanine Borrower, any and all Loan Documents and ancillary certificates, agreements, instruments, filings, and other documents as may be necessary, appropriate, or desirable in connection with the transactions contemplated by these Resolutions:

(1) David Harrington — Executive Director

(2) Priya Subramanian — Chief Financial Officer

(3) Marcus Jennings — Vice President, Real Estate Development

(4) Lydia Okafor — General Counsel

; and further

RESOLVED, that any two (2) Authorized Signatories acting together shall have full power and authority to bind the Corporation with respect to the execution, delivery, and performance of the Loan Documents and all related instruments and agreements; provided, however, that any single Authorized Signatory acting alone shall have the power and authority to execute and deliver ancillary certificates, closing deliverables, and ministerial documents that do not, in and of themselves, create material financial obligations of the Corporation; and further

RESOLVED, that the Corporation is hereby authorized to engage Calderwood & Harkness LLP (Douglas Fairchild, responsible partner; C&H Matter No. 1031-00004) as Borrower's Counsel to represent the Corporation, the Mortgage Borrower, and the Mezzanine Borrower in connection with the Loan Documents, and Hargrove & Linden, P.C. (Raymond Cho, partner) as local zoning and land use counsel for the Project, on such terms and conditions as the Authorized Signatories shall approve; and further

RESOLVED (Omnibus Authorization), that the Authorized Signatories are hereby authorized, empowered, and directed to execute and deliver any and all additional documents, certificates, instruments, agreements, consents, waivers, notices, and filings, and to take any and all further actions, including but not limited to the payment of fees, costs, and expenses, as any such Authorized Signatory (or two such Authorized Signatories acting together, as applicable) may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing Resolutions and to consummate the transactions contemplated by the Loan Documents, and the execution or delivery of any such document or the taking of any such action shall be conclusive evidence that the same was authorized by these Resolutions; and further

RESOLVED (Ratification of Prior Actions), that any and all actions heretofore taken by any director, officer, employee, or agent of the Corporation prior to the date of these Resolutions that are consistent with the authority granted herein, including, without limitation, the negotiation and execution of term sheets, engagement letters, commitment letters, application documents, and other preliminary agreements, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Corporation.

[End of Resolutions]

I, James R. Whitfield, Secretary of the Board of Directors of Metropolitan Transit Development Corp., hereby certify that the foregoing is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Corporation at the special meeting held on May 22, 2025, and that such Resolutions have not been amended, modified, rescinded, revoked, or superseded and remain in full force and effect as of the date hereof.

________________________________________

James R. Whitfield Secretary, Board of Directors Metropolitan Transit Development Corp.

Date: June 15, 2025

Name	Title	Specimen Signature
Margaret Kowalski	Chair, Board of Directors	_____
David Harrington	Executive Director	_____
Priya Subramanian	Chief Financial Officer	_____
Marcus Jennings	Vice President, Real Estate Development	_____
Lydia Okafor	General Counsel	_____
Connor McBride	Project Director, Hudson Yards West	_____

CERTIFICATE OF THE SECRETARY OF THE BOARD OF DIRECTORS
OF
METROPOLITAN TRANSIT DEVELOPMENT CORP.
Delivered as of June 15, 2025
The undersigned, James R. Whitfield, hereby certifies that he is the duly appointed and acting Secretary of the Board of Directors of Metropolitan Transit Development Corp., a government instrumentality duly created and organized under the laws of the State of Illinois (hereinafter referred to as "MTDC" or the "Corporation"), with its principal offices and headquarters located at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604.
This Certificate (this "Certificate") is delivered as of June 15, 2025 (the "Closing Date") in connection with:
(i) that certain Senior Mortgage Loan Agreement (the "Senior Loan Agreement"), dated as of the date hereof, by and between Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower"), and Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the benefit of itself and the other lenders party thereto from time to time (in such capacity, the "Agent"), providing for a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) (the "Senior Loan");
(ii) that certain Mezzanine Loan Agreement (the "Mezzanine Loan Agreement"), dated as of the date hereof, by and between Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower"), and Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezz Lender"), providing for a mezzanine loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) (the "Mezzanine Loan"); and
(iii) all guaranties, pledges, mortgages, deeds of trust, assignments of leases and rents, environmental indemnity agreements, security instruments, promissory notes, and all other ancillary documents, instruments, certificates, and agreements executed and delivered in connection with the Senior Loan Agreement and the Mezzanine Loan Agreement (collectively with the Senior Loan Agreement and the Mezzanine Loan Agreement, the "Loan Documents").
The Loan Documents are being executed and delivered in connection with the financing of a mixed-use development project located at 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City and County of New York, State of New York, commonly known as "Hudson Yards West" (the "Project"), with a total estimated project cost of Nine Hundred Twenty Million and No/100 Dollars ($920,000,000.00).
The undersigned Secretary makes each of the certifications set forth herein based upon his personal knowledge, his thorough review of the books and records of the Corporation (including, without limitation, the minute books, resolutions, governing documents, and organizational records of the Corporation), and in his official capacity as Secretary of the Board of Directors of the Corporation, and expressly not in his individual capacity or for any personal liability.
Section 1 — Certification of Organization and Good Standing
I, James R. Whitfield, Secretary of the Board of Directors of MTDC, hereby certify as follows with respect to the organization and good standing of the Corporation:
1.1 The Corporation was duly created and organized as a government instrumentality under the laws of the State of Illinois, pursuant to the Metropolitan Transit Development Act, 70 ILCS 3615/1 et seq. (the "Enabling Statute"), and all organizational actions required by the Enabling Statute and applicable law for the valid creation and organization of the Corporation were duly and properly taken. The Corporation remains validly existing and in good standing under the laws of the State of Illinois as of the date hereof. A Certificate of Good Standing issued by the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, has been obtained and is available for inspection.
1.2 The Corporation is duly qualified and authorized to transact business in the State of New York, having obtained a Certificate of Authority from the New York Department of State, and is in good standing in the State of New York as of the date hereof. The Corporation is further duly qualified and authorized to transact business in each other jurisdiction where the nature of its business, the ownership or leasing of its properties, or the consummation of the transactions contemplated by the Loan Documents requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the Corporation's ability to perform its obligations under the Loan Documents.
1.3 The Corporation possesses all requisite power and authority under the Enabling Statute, its Articles of Incorporation (as defined below), and its Bylaws (as defined below) to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including, without limitation, the power and authority to enter into the Loan Documents, to perform its obligations thereunder, and to consummate the transactions contemplated thereby.
Section 2 — Certification of Governing Documents
I hereby further certify as follows with respect to the governing documents of the Corporation:
2.1 Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation (or equivalent charter document) of Metropolitan Transit Development Corp., as filed with the Illinois Secretary of State, together with all amendments, restatements, supplements, and modifications thereto through and including the date hereof (collectively, the "Articles of Incorporation"). The Articles of Incorporation are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or modified since the date of the most recent amendment attached thereto.
2.2 Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Metropolitan Transit Development Corp., as adopted by the Board of Directors, together with all amendments, restatements, supplements, and modifications thereto through and including the date hereof (collectively, the "Bylaws"). The Bylaws are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or modified since the date of the most recent amendment attached thereto.
2.3 No proceedings have been initiated, are pending, or, to the undersigned's knowledge, are contemplated by any person or entity (including any director, officer, member, or governmental authority) to amend, modify, supplement, restate, or repeal the Articles of Incorporation or the Bylaws in any manner that would affect, impair, limit, or otherwise modify the authorizations, approvals, and actions set forth in this Certificate or the Resolutions (as defined below). There are no pending or proposed amendments to the Enabling Statute that would, to the undersigned's knowledge, adversely affect the Corporation's authority to consummate the transactions contemplated by the Loan Documents.
Section 3 — Certification of Board Meeting and Quorum
I hereby further certify as follows with respect to the meeting of the Board of Directors at which the Resolutions were adopted:
3.1 A duly called special meeting of the Board of Directors of MTDC was held on May 22, 2025 (the "Meeting"), at the principal offices of the Corporation, 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, at which a quorum of the Board of Directors was present in person or by videoconference and acted throughout the entirety of the Meeting in accordance with the Articles of Incorporation, the Bylaws, and applicable law.
3.2 Notice of the special meeting was duly and properly given to all directors of the Corporation in accordance with Article IV, Section 4.3 of the Bylaws, which requires that written notice of any special meeting be delivered to each director not less than five (5) business days prior to the date of such meeting, specifying the date, time, place, and purposes of the meeting. Such notice was delivered to each director by electronic mail and overnight courier on May 14, 2025, which was six (6) business days prior to the date of the Meeting. Each director either received and acknowledged such notice or, where applicable, executed a written waiver of notice in accordance with Article IV, Section 4.4 of the Bylaws. Copies of all notices and waivers are on file in the corporate records of the Corporation.
3.3 The Board of Directors of the Corporation consists of eleven (11) directors. Nine (9) directors were present at the Meeting, either in person or by videoconference, throughout the duration of the proceedings. Pursuant to Article IV, Section 4.5 of the Bylaws, a majority of the total number of directors then in office constitutes a quorum for the transaction of business, which requires the presence of at least six (6) directors. Accordingly, a quorum was duly established and maintained throughout the Meeting.
3.4 Margaret Kowalski, Chair of the Board of Directors, presided over the Meeting in accordance with Article IV, Section 4.6 of the Bylaws, and the undersigned served as Secretary for the Meeting and recorded the minutes thereof.
3.5 The resolutions set forth in Exhibit C attached hereto (the "Resolutions") were duly presented, moved, seconded, discussed, and adopted at the Meeting by a vote of eight (8) directors in favor, zero (0) opposed, and one (1) abstaining. The adoption of the Resolutions was accomplished in accordance with all applicable requirements of the Enabling Statute, the Articles of Incorporation, and the Bylaws. The minutes of the Meeting reflecting the adoption of the Resolutions have been duly recorded in the minute books of the Corporation, and I have reviewed such minutes and confirm their accuracy and completeness.
Section 4 — Certification of Resolutions
I hereby further certify as follows with respect to the Resolutions adopted by the Board of Directors at the Meeting:
4.1 Attached hereto as Exhibit C is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Corporation at the Meeting, certified by the undersigned Secretary.
4.2 The Resolutions have not been amended, modified, supplemented, rescinded, revoked, or superseded in any respect since the date of their adoption on May 22, 2025, and remain in full force and effect as of the date hereof. No action has been taken by the Board of Directors, or by any committee thereof, or by any officer, director, or other person, that would in any way alter, impair, or diminish the authority granted by the Resolutions.
4.3 The Resolutions authorize, approve, and direct, without limitation, the following actions on behalf of the Corporation:
(a) Authorization of the Total Financing
The Resolutions authorize MTDC to cause, procure, arrange, and consummate the financing of the Project in the aggregate combined principal amount of Six Hundred Seventy-Five Million and No/100 Dollars ($675,000,000.00), consisting of (x) the Senior Loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) and (y) the Mezzanine Loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00). The Resolutions further authorize the contribution by MTDC of equity in the amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) to the Project through one or more direct or indirect equity contributions to the Mortgage Borrower and/or the Mezzanine Borrower. The Resolutions acknowledge and accept the receipt and application of the Forty-Five Million and No/100 Dollar ($45,000,000.00) NYC Transit Infrastructure Grant awarded by the City of New York, acting through the New York City Economic Development Corporation, in connection with the development of the Project.
(b) Formation and Capitalization of Borrower SPEs
The Resolutions authorize and direct the formation of Hudson Yards West Mortgage LLC as a Delaware limited liability company, to serve as the single-purpose entity Mortgage Borrower for the Senior Loan, and the formation of Hudson Yards West Mezzanine LLC as a Delaware limited liability company, to serve as the single-purpose entity Mezzanine Borrower for the Mezzanine Loan. The Resolutions further authorize the execution and delivery of the limited liability company agreements (or operating agreements) of each such special purpose entity, and all amendments thereto, in such form as the Authorized Signatories (as defined below) shall approve. The Resolutions authorize the capitalization of each such special purpose entity with such equity contributions, intercompany loans, and/or other capital infusions as may be required by the Loan Documents, the organizational documents of such entities, or as the Authorized Signatories shall otherwise determine to be necessary or appropriate. The Resolutions further direct that federal employer identification numbers (EINs) be obtained from the Internal Revenue Service for each such special purpose entity promptly upon formation.
(c) Execution of Senior Loan Documents
The Resolutions authorize the execution and delivery of the Senior Loan Agreement by and between the Mortgage Borrower and Ironclad National Bank, N.A., in its capacity as Agent for the benefit of itself and the syndicate lenders party thereto, which syndicate includes Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Senior Lenders"). The Resolutions further authorize the execution and delivery of each of the following instruments and documents in connection with the Senior Loan: (i) the Senior Mortgage, encumbering the Project in favor of the Agent for the benefit of the Senior Lenders; (ii) the Assignment of Leases and Rents, assigning the Mortgage Borrower's interest in all present and future leases, rents, and profits from the Project to the Agent; (iii) the Senior Promissory Note in the original principal amount of $475,000,000.00; (iv) the Environmental Indemnity Agreement; and (v) all other ancillary Senior Loan Documents, including, without limitation, UCC financing statements, deposit account control agreements, cash management agreements, lockbox agreements, subordination agreements, and any other documents, instruments, or certificates required by the Agent or the Senior Lenders.
The Resolutions confirm the Board's approval of the following material economic terms of the Senior Loan: (A) an interest rate equal to Term SOFR (as defined in the Senior Loan Agreement) plus four hundred twenty-five (425) basis points per annum, subject to a SOFR floor of one percent (1.00%); (B) an origination fee in the amount of Four Million Seven Hundred Fifty Thousand and No/100 Dollars ($4,750,000.00), representing one percent (1.00%) of the original principal amount of the Senior Loan; (C) an exit fee in the amount of twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of the Senior Loan as of the date of repayment; and (D) an initial maturity date of June 15, 2029, with two (2) successive one-year extension options (subject to satisfaction of extension conditions set forth in the Senior Loan Agreement), extending the maturity date to June 15, 2030 and June 15, 2031, respectively.
(d) Execution of Mezzanine Loan Documents
The Resolutions authorize the execution and delivery of the Mezzanine Loan Agreement by and between the Mezzanine Borrower and Granite Peak Capital Partners, LP. The Resolutions further authorize the execution and delivery of each of the following instruments and documents in connection with the Mezzanine Loan: (i) the Mezzanine Promissory Note in the original principal amount of $200,000,000.00; (ii) the Pledge and Security Agreement, pursuant to which the Mezzanine Borrower shall pledge one hundred percent (100%) of its membership interests in the Mortgage Borrower to the Mezz Lender as security for the Mezzanine Loan; and (iii) all other ancillary Mezzanine Loan Documents, including, without limitation, intercreditor agreements, recognition agreements, UCC financing statements, and any other documents, instruments, or certificates required by the Mezz Lender.
The Resolutions confirm the Board's approval of the following material economic terms of the Mezzanine Loan: (A) a fixed interest rate of eleven and one-half percent (11.50%) per annum; (B) an origination fee in the amount of Three Million and No/100 Dollars ($3,000,000.00), representing one and one-half percent (1.50%) of the original principal amount of the Mezzanine Loan; and (C) an exit fee in the amount of one-half of one percent (0.50%) of the outstanding principal balance of the Mezzanine Loan as of the date of repayment.
(e) Guaranties by MTDC
The Resolutions authorize MTDC, in its own capacity and not through or on behalf of either the Mortgage Borrower or the Mezzanine Borrower, to execute and deliver each of the following guaranty and indemnity instruments: (i) a Guaranty of Recourse Carveouts in favor of the Agent and the Senior Lenders in connection with the Senior Loan (the "Senior Recourse Carveout Guaranty"); (ii) a Guaranty of Recourse Carveouts in favor of the Mezz Lender in connection with the Mezzanine Loan (the "Mezzanine Recourse Carveout Guaranty"); (iii) a Completion Guaranty in favor of the Agent and the Senior Lenders in connection with the Senior Loan (the "Senior Completion Guaranty"); (iv) a Completion Guaranty in favor of the Mezz Lender in connection with the Mezzanine Loan (the "Mezzanine Completion Guaranty"); and (v) an Environmental Indemnity Agreement in favor of the Agent, the Senior Lenders, and the Mezz Lender, as their interests may appear (the "Environmental Indemnity," and collectively with the foregoing guaranties, the "MTDC Guaranties").
The Resolutions confirm that the execution and delivery of the MTDC Guaranties are within the power and authority of the Corporation under the Enabling Statute, the Articles of Incorporation, and the Bylaws. The Board has reviewed and considered the scope, terms, conditions, and potential liability exposure of each of the MTDC Guaranties and has determined, in its informed business judgment, that the execution and delivery of such guaranties is in the best interests of the Corporation and is reasonably necessary for the consummation of the financing and the development of the Project.
(f) Ground Lease Matters
The Resolutions authorize and ratify the existing ground lease (the "Ground Lease") between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC (or its designee), as tenant, dated as of June 1, 2020, and recorded in the Office of the City Register of the City of New York on June 5, 2020 (CRFN 2020000198762), demising the real property upon which the Project is to be constructed. The Ground Lease provides for an annual ground rent of Four Million Two Hundred Thousand and No/100 Dollars ($4,200,000.00), subject to adjustment based on the Consumer Price Index (CPI-U, New York-Newark-Jersey City) at five (5)-year intervals throughout the term of the Ground Lease.
The Resolutions further authorize the execution and delivery of any and all ground lease estoppel certificates, subordination, non-disturbance, and attornment agreements ("SNDAs"), lender-required amendments to the Ground Lease, and any other instruments or agreements relating to the Ground Lease as may be required by the Agent, the Senior Lenders, or the Mezz Lender in connection with the closing of the Loan Documents, in such form and substance as the Authorized Signatories shall approve.
(g) Construction and Development Matters
The Resolutions authorize the execution and delivery of the Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) with Cobalt Construction Group, Inc. (the "General Contractor"), establishing a guaranteed maximum price of Four Hundred Twelve Million and No/100 Dollars ($412,000,000.00) for the construction of the Project, together with all change orders, amendments, and supplemental agreements thereto as may be approved by the Authorized Signatories. The Resolutions further authorize the execution and delivery of the Property Management Agreement with Evergreen Property Management LLC for the management and operation of the Project upon completion of construction.
The Board acknowledges the projected construction timeline for the Project, including projected substantial completion by December 15, 2027, and the issuance of a first Temporary Certificate of Occupancy ("TCO") by March 15, 2028, as set forth in the construction schedule delivered to the Board in connection with the Meeting.
(h) Insurance, Title, and Ancillary Matters
The Resolutions authorize the procurement of builder's risk insurance for the Project in the amount of Five Hundred Million and No/100 Dollars ($500,000,000.00) replacement cost, to be placed through Fortis Indemnity Insurance Co. and/or Castleton Insurance Brokerage, Inc., on such terms and conditions as the Authorized Signatories shall approve and as required by the Loan Documents.
The Resolutions authorize the acceptance of the following ALTA 2006 owner's and lender's title insurance policies to be issued by Sentinel Title & Escrow Company (Commitment No. STN-2025-MH-04178): (i) a lender's title insurance policy in the amount of $475,000,000.00 insuring the lien of the Senior Mortgage for the benefit of the Agent and the Senior Lenders, and (ii) a lender's title insurance policy in the amount of $200,000,000.00 insuring the Mezz Lender's security interest in the pledged membership interests (UCC policy), together with all endorsements required by the Loan Documents.
The Resolutions further authorize the engagement of Broadstreet Appraisal Group, Inc. for the preparation of an appraisal of the Project (Appraisal File No. BAG-25-1092), which appraisal has been completed and reflects an as-stabilized appraised value of One Billion Twenty-Five Million and No/100 Dollars ($1,025,000,000.00). The Resolutions also authorize the engagement of Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337) for the preparation of a Phase I Environmental Site Assessment and such additional environmental reports and investigations as may be required by the Loan Documents.
(i) Designation of Authorized Officers and Agents
The Resolutions designate and authorize the following named officers and agents of the Corporation (each, an "Authorized Signatory" and collectively, the "Authorized Signatories") to execute and deliver, on behalf of the Corporation and each of the Mortgage Borrower and the Mezzanine Borrower (in MTDC's capacity as the direct or indirect managing member or authorized agent thereof), any and all Loan Documents and ancillary certificates, agreements, instruments, filings, and other documents as may be necessary, appropriate, or desirable in connection with the transactions contemplated hereby:
(1) David Harrington — Executive Director
(2) Priya Subramanian — Chief Financial Officer
(3) Marcus Jennings — Vice President, Real Estate Development
(4) Lydia Okafor — General Counsel
The Resolutions provide that any two (2) Authorized Signatories acting together shall have full power and authority to bind the Corporation with respect to the execution, delivery, and performance of the Loan Documents and all related instruments and agreements; provided, however, that any single Authorized Signatory acting alone shall have the power and authority to execute and deliver ancillary certificates, closing deliverables, and ministerial documents that do not, in and of themselves, create material financial obligations of the Corporation.
The Resolutions further authorize the engagement of Calderwood & Harkness LLP (Douglas Fairchild, responsible partner; C&H Matter No. 1031-00004) as Borrower's Counsel to represent the Corporation, the Mortgage Borrower, and the Mezzanine Borrower in connection with the negotiation, documentation, and closing of the Loan Documents, and the engagement of Hargrove & Linden, P.C. (Raymond Cho, partner) as local zoning and land use counsel for the Project.
(j) Omnibus Authorization
The Resolutions grant general authority to the Authorized Signatories to execute and deliver any and all additional documents, certificates, instruments, agreements, consents, waivers, and filings, and to take any and all further actions, including but not limited to the payment of fees, costs, and expenses, as any such Authorized Signatory (or two such Authorized Signatories acting together, as applicable) may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing Resolutions and to consummate the transactions contemplated by the Loan Documents.
The Resolutions further ratify, confirm, and approve any and all actions heretofore taken by any director, officer, employee, or agent of the Corporation prior to the date of the Resolutions that are consistent with the authority granted therein, including, without limitation, the negotiation and execution of term sheets, engagement letters, commitment letters, application documents, and other preliminary agreements, and all such prior actions are hereby confirmed and ratified in all respects.
Section 5 — Certification of Incumbency
I hereby further certify that the following persons are the duly elected or appointed officers and/or directors of the Corporation, holding the offices set forth opposite their respective names, and that each such person has been duly authorized to act on behalf of the Corporation in such capacity. The specimen signatures set forth below are the true, genuine, and authentic signatures of each such person:
Each individual named above holds the office set forth opposite his or her name as of the date hereof, has been duly elected or appointed to such office in accordance with the Articles of Incorporation, the Bylaws, and applicable law, and continues to serve in such capacity as of the date of this Certificate. No proceedings are pending or contemplated to remove any such individual from his or her office or to elect or appoint any successor thereto.
Section 6 — Further Certifications
I hereby further certify as follows:
6.1 The execution, delivery, and performance by the Corporation (and each of the Mortgage Borrower and the Mezzanine Borrower, as applicable) of the Loan Documents, and the consummation of the transactions contemplated thereby, do not and will not: (i) violate any provision of the Corporation's Articles of Incorporation, Bylaws, or the Enabling Statute; (ii) violate any law, statute, ordinance, rule, regulation, order, writ, injunction, decree, or judgment of any court, governmental authority, or regulatory body applicable to the Corporation or any of its properties or assets; (iii) conflict with, result in a breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration of any obligation under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which the Corporation is a party or by which the Corporation or any of its properties or assets is bound; or (iv) require any consent, approval, authorization, registration, declaration, or filing with, or notice to, any governmental authority, regulatory body, or other person that has not already been duly obtained, made, or given and that remains in full force and effect.
6.2 There is no action, suit, proceeding, claim, arbitration, or investigation pending, or, to the undersigned Secretary's knowledge after due inquiry, threatened against the Corporation or any of its officers, directors, or agents before any court, governmental agency, or arbitral tribunal that would challenge, enjoin, prevent, or materially impair the authority of the Corporation to enter into the Loan Documents, to perform its obligations thereunder, or to consummate the transactions contemplated thereby. There are no pending or threatened proceedings seeking to dissolve, reorganize, or liquidate the Corporation.
6.3 The Corporation is not in default under any debt instrument, guaranty, loan agreement, bond, indenture, or other material agreement or obligation that would constitute a cross-default under the Senior Loan Agreement, the Mezzanine Loan Agreement, or any other Loan Document. The Corporation has received no notice of any event or circumstance that, with the passage of time or the giving of notice, or both, would constitute such a default.
6.4 The Corporation's credit rating of A– (stable outlook) assigned by Pinnacle Ratings Group (identifier PRG-MTDC-A-2024-1187), most recently affirmed on November 15, 2024, remains in full force and effect as of the date hereof. Such credit rating has not been downgraded, placed on negative watch, placed on credit review for possible downgrade, or withdrawn by Pinnacle Ratings Group, and the Corporation has received no notice or indication from Pinnacle Ratings Group that any such action is pending or contemplated.
6.5 The Corporation's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY2024 Financial Statements"), were audited by Whitfield Albrecht & Co. LLP, independent registered public accounting firm (Sandra Okonkwo, engagement partner), in accordance with generally accepted auditing standards and received an unqualified opinion. The FY2024 Financial Statements reflect operating revenue of One Billion One Hundred Twenty Million and No/100 Dollars ($1,120,000,000.00) and net assets of Three Billion Seven Hundred Million and No/100 Dollars ($3,700,000,000.00). The FY2024 Financial Statements fairly present, in all material respects, the financial position of the Corporation as of December 31, 2024, and the results of its operations and cash flows for the fiscal year then ended. Since December 31, 2024, there has been no material adverse change in the financial condition, results of operations, assets, liabilities, or business prospects of the Corporation.
Section 7 — Reliance
This Certificate is being delivered with the understanding and express intention that the following parties may rely upon the certifications, representations, and confirmations set forth herein in connection with the closing of the Loan Documents and the consummation of the transactions contemplated thereby:
(a) Ironclad National Bank, N.A., in its capacity as Agent;
(b) each of the Senior Lenders, including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank;
(c) Granite Peak Capital Partners, LP, in its capacity as Mezz Lender;
(d) Clearfield & Associates LLP, as counsel to the Agent and the Senior Lenders;
(e) Voss Richter & Baines LLP, as counsel to the Mezz Lender;
(f) Sentinel Title & Escrow Company, in its capacity as title insurer and escrow agent; and
(g) such other parties as may reasonably rely upon this Certificate in connection with the transactions contemplated by the Loan Documents.
The certifications, representations, and confirmations contained herein shall survive the Closing Date and shall remain effective and may be relied upon until such time as the undersigned Secretary (or any duly appointed successor Secretary) delivers a superseding certificate or a certificate expressly revoking this Certificate, in whole or in part, to the Agent and the Mezz Lender.
Execution
IN WITNESS WHEREOF, the undersigned has executed this Certificate of the Secretary of the Board of Directors of Metropolitan Transit Development Corp. as of June 15, 2025.
METROPOLITAN TRANSIT DEVELOPMENT CORP.
By: ________
Name: James R. Whitfield
Title: Secretary, Board of Directors
[SEAL]
Acknowledgment
STATE OF ILLINOIS ) ) ss. COUNTY OF COOK )
On this 15th day of June, 2025, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and sworn, personally appeared James R. Whitfield, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Secretary of the Board of Directors of Metropolitan Transit Development Corp., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.
________________________________________
Notary Public, State of Illinois
Printed Name: ______
My Commission Expires: _____
[NOTARY SEAL]
Counter-Certification by Presiding Officer
I, Margaret Kowalski, Chair of the Board of Directors of Metropolitan Transit Development Corp., hereby certify that James R. Whitfield, the person who has executed the foregoing Certificate of the Secretary of the Board of Directors, does hold the office of Secretary of the Board of Directors of Metropolitan Transit Development Corp. as of the date hereof, has been duly appointed to such office in accordance with the Articles of Incorporation and the Bylaws of the Corporation, is duly authorized to deliver this Certificate and to make the certifications set forth therein on behalf of the Corporation, and the signature appearing on the foregoing Certificate is the genuine signature of James R. Whitfield.
METROPOLITAN TRANSIT DEVELOPMENT CORP.
By: ________
Name: Margaret Kowalski
Title: Chair, Board of Directors
Date: June 15, 2025
EXHIBIT A
ARTICLES OF INCORPORATION / CHARTER DOCUMENT
OF
METROPOLITAN TRANSIT DEVELOPMENT CORP.
[Attached hereto is a true, correct, and complete copy of the Articles of Incorporation (or equivalent enabling instrument) of Metropolitan Transit Development Corp., as filed with the Illinois Secretary of State, together with all amendments, restatements, supplements, and modifications thereto through and including the date of this Certificate.]
[Note: To be attached by the Secretary from the corporate records of the Corporation. The Articles of Incorporation, including all amendments, comprise approximately __ pages.]
EXHIBIT B
BYLAWS
OF
METROPOLITAN TRANSIT DEVELOPMENT CORP.
[Attached hereto is a true, correct, and complete copy of the Bylaws of Metropolitan Transit Development Corp., as adopted by the Board of Directors, together with all amendments, restatements, supplements, and modifications thereto through and including the date of this Certificate.]
[Note: To be attached by the Secretary from the corporate records of the Corporation. The Bylaws, including all amendments, comprise approximately __ pages.]
EXHIBIT C
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
METROPOLITAN TRANSIT DEVELOPMENT CORP.
Adopted at a Special Meeting Held on May 22, 2025
The following resolutions were duly adopted by the Board of Directors (the "Board") of Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois (the "Corporation" or "MTDC"), at a duly called special meeting of the Board held on May 22, 2025 (the "Meeting"), at the principal offices of the Corporation, 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, at which a quorum of the Board was present and acted throughout:
RECITALS.  WHEREAS, the Corporation desires to develop the mixed-use project commonly known as "Hudson Yards West" (the "Project"), located at 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City and County of New York, State of New York, with a total estimated project cost of Nine Hundred Twenty Million and No/100 Dollars ($920,000,000.00);
WHEREAS, to finance a portion of the Project cost, the Corporation desires to cause the formation of two single-purpose entity borrowers and to procure: (a) a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and No/100 Dollars ($475,000,000.00) from a lending syndicate led by Ironclad National Bank, N.A., a national banking association, as administrative agent (the "Agent"), with the syndicate including Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with the Agent, the "Senior Lenders") (the "Senior Loan"); and (b) a mezzanine loan in the original principal amount of Two Hundred Million and No/100 Dollars ($200,000,000.00) from Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezz Lender") (the "Mezzanine Loan"), for a combined financing of Six Hundred Seventy-Five Million and No/100 Dollars ($675,000,000.00);
WHEREAS, in addition to the Senior Loan and the Mezzanine Loan, the Corporation desires to contribute equity of Two Hundred Million and No/100 Dollars ($200,000,000.00) to the Project through one or more direct or indirect equity contributions, and the Project will receive a grant in the amount of Forty-Five Million and No/100 Dollars ($45,000,000.00) from the City of New York, acting through the New York City Economic Development Corporation, designated as the NYC Transit Infrastructure Grant (the "Grant");
WHEREAS, the Board has been presented with and has reviewed detailed summaries and analyses of the material terms of the proposed financing, including: (i) the Senior Mortgage Term Sheet dated February 28, 2025, prepared by Ironclad National Bank, N.A.; and (ii) the Mezzanine Term Sheet dated March 7, 2025, prepared by Granite Peak Capital Partners, LP, together with supporting financial projections, pro forma analyses, and sensitivity analyses prepared by management;
WHEREAS, the Board has reviewed the appraisal prepared by Broadstreet Appraisal Group, Inc. (Appraisal File No. BAG-25-1092), which concludes an as-stabilized appraised value of One Billion Twenty-Five Million and No/100 Dollars ($1,025,000,000.00) for the Project, resulting in a combined loan-to-value ratio of approximately sixty-five and eighty-five hundredths percent (65.85%), the Phase I Environmental Site Assessment and related environmental reports prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), the zoning opinion prepared by Hargrove & Linden, P.C., and other due diligence materials relating to the Project;
WHEREAS, the Board, having considered and evaluated the foregoing materials and having deliberated thereon, has determined that the consummation of the transactions described herein, including the financing of the Project, the formation of the single-purpose entity borrowers, the execution and delivery of the Loan Documents (as defined below), the provision of the MTDC Guaranties (as defined below), and the related actions contemplated hereby, are in the best interests of the Corporation and are consistent with the Corporation's statutory mission and purpose;
RESOLUTIONS.  NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted by the Board of Directors of the Corporation:
RESOLVED (Authorization of Total Financing), that the Corporation is hereby authorized to cause, procure, arrange, and consummate the financing of the Project in the aggregate combined principal amount of $675,000,000.00, consisting of the Senior Loan in the original principal amount of $475,000,000.00 and the Mezzanine Loan in the original principal amount of $200,000,000.00; and further
RESOLVED, that the Corporation is hereby authorized to contribute equity in the amount of $200,000,000.00 to the Project through one or more direct or indirect equity contributions to the Mortgage Borrower (as defined below) and/or the Mezzanine Borrower (as defined below), in such manner and at such times as the Authorized Signatories (as defined below) shall determine; and further
RESOLVED, that the Corporation hereby acknowledges and accepts the receipt and application of the $45,000,000.00 NYC Transit Infrastructure Grant in connection with the development of the Project, and authorizes the Authorized Signatories to execute and deliver any and all agreements, certifications, and instruments necessary to effectuate and comply with the terms and conditions of such Grant; and further
RESOLVED (Formation and Capitalization of Borrower SPEs), that the Corporation is hereby authorized and directed to cause the formation of Hudson Yards West Mortgage LLC as a Delaware limited liability company, to serve as the single-purpose entity mortgage borrower for the Senior Loan (the "Mortgage Borrower"), and the formation of Hudson Yards West Mezzanine LLC as a Delaware limited liability company, to serve as the single-purpose entity mezzanine borrower for the Mezzanine Loan (the "Mezzanine Borrower"); and further
RESOLVED, that the Authorized Signatories are hereby authorized to execute and deliver the limited liability company agreement (or operating agreement) of each of the Mortgage Borrower and the Mezzanine Borrower, and any and all amendments thereto, in such form as the Authorized Signatories shall approve; and further
RESOLVED, that the Authorized Signatories are hereby authorized to capitalize each of the Mortgage Borrower and the Mezzanine Borrower with such equity contributions, intercompany loans, and/or other capital infusions as may be required by the Loan Documents or as the Authorized Signatories shall otherwise determine to be necessary or appropriate; and further
RESOLVED, that the Authorized Signatories are hereby directed to obtain federal employer identification numbers (EINs) from the Internal Revenue Service for each of the Mortgage Borrower and the Mezzanine Borrower promptly upon formation; and further
RESOLVED (Execution of Senior Loan Documents), that the Corporation is hereby authorized to cause the Mortgage Borrower to execute and deliver the Senior Loan Agreement by and between the Mortgage Borrower and the Agent for the benefit of the Senior Lenders, together with all related instruments and documents, including: (i) the Senior Mortgage; (ii) the Assignment of Leases and Rents; (iii) the Senior Promissory Note in the original principal amount of $475,000,000.00; (iv) the Environmental Indemnity Agreement; and (v) all other ancillary documents, instruments, certificates, and agreements required or contemplated by the Senior Loan Agreement (collectively with the Senior Loan Agreement, the "Senior Loan Documents"); and further
RESOLVED, that the Board hereby approves the following material economic terms of the Senior Loan: (A) an interest rate equal to Term SOFR plus 425 basis points per annum, with a SOFR floor of 1.00%; (B) an origination fee of $4,750,000.00 (1.00%); (C) an exit fee of 0.25% of the outstanding principal balance as of repayment; and (D) an initial maturity date of June 15, 2029, with two (2) successive one-year extension options to June 15, 2030 and June 15, 2031, respectively, subject to the extension conditions set forth in the Senior Loan Agreement; and further
RESOLVED (Execution of Mezzanine Loan Documents), that the Corporation is hereby authorized to cause the Mezzanine Borrower to execute and deliver the Mezzanine Loan Agreement by and between the Mezzanine Borrower and the Mezz Lender, together with all related instruments and documents, including: (i) the Mezzanine Promissory Note in the original principal amount of $200,000,000.00; (ii) the Pledge and Security Agreement, pursuant to which the Mezzanine Borrower shall pledge 100% of its membership interests in the Mortgage Borrower to the Mezz Lender; and (iii) all other ancillary documents, instruments, certificates, and agreements required or contemplated by the Mezzanine Loan Agreement (collectively with the Mezzanine Loan Agreement, the "Mezzanine Loan Documents," and together with the Senior Loan Documents, the "Loan Documents"); and further
RESOLVED, that the Board hereby approves the following material economic terms of the Mezzanine Loan: (A) a fixed interest rate of 11.50% per annum; (B) an origination fee of $3,000,000.00 (1.50%); and (C) an exit fee of 0.50% of the outstanding principal balance as of repayment; and further
RESOLVED (Guaranties by MTDC), that the Corporation, acting in its own capacity and not through or on behalf of either the Mortgage Borrower or the Mezzanine Borrower, is hereby authorized to execute and deliver the following guaranty and indemnity instruments (collectively, the "MTDC Guaranties"): (i) a Guaranty of Recourse Carveouts in favor of the Agent and the Senior Lenders in connection with the Senior Loan; (ii) a Guaranty of Recourse Carveouts in favor of the Mezz Lender in connection with the Mezzanine Loan; (iii) a Completion Guaranty in favor of the Agent and the Senior Lenders in connection with the Senior Loan; (iv) a Completion Guaranty in favor of the Mezz Lender in connection with the Mezzanine Loan; and (v) an Environmental Indemnity Agreement in favor of the Agent, the Senior Lenders, and the Mezz Lender, as their interests may appear; and further
RESOLVED, that the Board has determined that the execution and delivery of the MTDC Guaranties are within the power and authority of the Corporation under the Metropolitan Transit Development Act, 70 ILCS 3615/1 et seq., the Articles of Incorporation, and the Bylaws; and further
RESOLVED, that the Board has reviewed and considered the scope, terms, conditions, and potential liability exposure of each of the MTDC Guaranties, and has determined, in its informed business judgment, that the execution and delivery of such guaranties is in the best interests of the Corporation and is reasonably necessary for the consummation of the financing and the development of the Project; and further
RESOLVED (Ground Lease Matters), that the existing Ground Lease between the New York City Economic Development Corporation, as landlord, and the Corporation (or its designee), as tenant, dated as of June 1, 2020 (CRFN 2020000198762), including all terms and conditions thereof (including the annual ground rent of $4,200,000.00 with CPI escalation every five years), is hereby authorized, approved, confirmed, and ratified in all respects; and further
RESOLVED, that the Authorized Signatories are hereby authorized to execute and deliver any and all ground lease estoppel certificates, subordination, non-disturbance, and attornment agreements, lender-required amendments to the Ground Lease, and any other instruments or agreements relating to the Ground Lease as may be required by the Agent, the Senior Lenders, or the Mezz Lender in connection with the Loan Documents; and further
RESOLVED (Construction and Development Matters), that the Corporation is hereby authorized to execute and deliver the Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) with Cobalt Construction Group, Inc. in the guaranteed maximum price amount of $412,000,000.00, together with all change orders, amendments, and supplemental agreements thereto as may be approved by the Authorized Signatories; and further
RESOLVED, that the Corporation is hereby authorized to execute and deliver the Property Management Agreement with Evergreen Property Management LLC for the management and operation of the Project upon completion of construction, on such terms and conditions as the Authorized Signatories shall approve; and further
RESOLVED, that the Board acknowledges the projected construction timeline for the Project, including projected substantial completion by December 15, 2027, and the issuance of a first Temporary Certificate of Occupancy by March 15, 2028; and further
RESOLVED (Insurance, Title, and Ancillary Matters), that the Corporation is hereby authorized to procure builder's risk insurance for the Project in the amount of $500,000,000.00 replacement cost through Fortis Indemnity Insurance Co. and/or Castleton Insurance Brokerage, Inc., and such other insurance policies and coverages as may be required by the Loan Documents, on such terms and conditions as the Authorized Signatories shall approve; and further
RESOLVED, that the Corporation is hereby authorized to accept the ALTA 2006 lender's title insurance policies to be issued by Sentinel Title & Escrow Company (Commitment No. STN-2025-MH-04178) in the amounts of $475,000,000.00 (Senior Loan) and $200,000,000.00 (Mezzanine Loan/UCC), together with all endorsements required by the Loan Documents; and further
RESOLVED, that the Corporation is hereby authorized to engage Broadstreet Appraisal Group, Inc. (Appraisal File No. BAG-25-1092; as-stabilized appraised value: $1,025,000,000.00) and Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337) in connection with the due diligence for the Project and the Loan Documents; and further
RESOLVED (Designation of Authorized Officers and Agents), that the following officers of the Corporation are hereby designated as "Authorized Signatories" and are authorized to execute and deliver, on behalf of the Corporation and each of the Mortgage Borrower and the Mezzanine Borrower, any and all Loan Documents and ancillary certificates, agreements, instruments, filings, and other documents as may be necessary, appropriate, or desirable in connection with the transactions contemplated by these Resolutions:
(1) David Harrington — Executive Director
(2) Priya Subramanian — Chief Financial Officer
(3) Marcus Jennings — Vice President, Real Estate Development
(4) Lydia Okafor — General Counsel
; and further
RESOLVED, that any two (2) Authorized Signatories acting together shall have full power and authority to bind the Corporation with respect to the execution, delivery, and performance of the Loan Documents and all related instruments and agreements; provided, however, that any single Authorized Signatory acting alone shall have the power and authority to execute and deliver ancillary certificates, closing deliverables, and ministerial documents that do not, in and of themselves, create material financial obligations of the Corporation; and further
RESOLVED, that the Corporation is hereby authorized to engage Calderwood & Harkness LLP (Douglas Fairchild, responsible partner; C&H Matter No. 1031-00004) as Borrower's Counsel to represent the Corporation, the Mortgage Borrower, and the Mezzanine Borrower in connection with the Loan Documents, and Hargrove & Linden, P.C. (Raymond Cho, partner) as local zoning and land use counsel for the Project, on such terms and conditions as the Authorized Signatories shall approve; and further
RESOLVED (Omnibus Authorization), that the Authorized Signatories are hereby authorized, empowered, and directed to execute and deliver any and all additional documents, certificates, instruments, agreements, consents, waivers, notices, and filings, and to take any and all further actions, including but not limited to the payment of fees, costs, and expenses, as any such Authorized Signatory (or two such Authorized Signatories acting together, as applicable) may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing Resolutions and to consummate the transactions contemplated by the Loan Documents, and the execution or delivery of any such document or the taking of any such action shall be conclusive evidence that the same was authorized by these Resolutions; and further
RESOLVED (Ratification of Prior Actions), that any and all actions heretofore taken by any director, officer, employee, or agent of the Corporation prior to the date of these Resolutions that are consistent with the authority granted herein, including, without limitation, the negotiation and execution of term sheets, engagement letters, commitment letters, application documents, and other preliminary agreements, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Corporation.
[End of Resolutions]
I, James R. Whitfield, Secretary of the Board of Directors of Metropolitan Transit Development Corp., hereby certify that the foregoing is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Corporation at the special meeting held on May 22, 2025, and that such Resolutions have not been amended, modified, rescinded, revoked, or superseded and remain in full force and effect as of the date hereof.
________________________________________
James R. Whitfield Secretary, Board of Directors Metropolitan Transit Development Corp.
Date: June 15, 2025
Name | Title | Specimen Signature
Margaret Kowalski | Chair, Board of Directors | _____
David Harrington | Executive Director | _____
Priya Subramanian | Chief Financial Officer | _____
Marcus Jennings | Vice President, Real Estate Development | _____
Lydia Okafor | General Counsel | _____
Connor McBride | Project Director, Hudson Yards West | _____

CERTIFICATE OF THE SECRETARY OF THE BOARD OF DIRECTORS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

METROPOLITAN TRANSIT DEVELOPMENT CORP.

METROPOLITAN TRANSIT DEVELOPMENT CORP.

EXHIBIT A

ARTICLES OF INCORPORATION / CHARTER DOCUMENT

METROPOLITAN TRANSIT DEVELOPMENT CORP.

EXHIBIT B

METROPOLITAN TRANSIT DEVELOPMENT CORP.

EXHIBIT C

RESOLUTIONS OF THE BOARD OF DIRECTORS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

Record

Parties

Dates

Amounts