1031-00004 · Hudson Yards West Mortgage LLC · Closing

borrower-closing-certificate.docx DOCUMENT Real Estate

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BORROWER'S CLOSING CERTIFICATE

(Bring-Down of Representations and Warranties)

Date: June 15, 2025

This Borrower's Closing Certificate (Bring-Down of Representations and Warranties) (this "Certificate") is delivered as of June 15, 2025, in connection with:

(i) that certain Senior Mortgage Loan Agreement, dated as of June 15, 2025 (the "Senior Loan Agreement"), by and between Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), and Ironclad National Bank, N.A., a national banking association, as administrative agent ("Agent"), on behalf of itself and the Senior Lenders party thereto (collectively with Agent, the "Senior Lenders"); and

(ii) that certain Mezzanine Loan Agreement, dated as of June 15, 2025 (the "Mezzanine Loan Agreement," and together with the Senior Loan Agreement, the "Loan Agreements"), by and between Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Mezzanine Borrower," and together with Mortgage Borrower, each a "Borrower" and collectively, the "Borrowers"), and Granite Peak Capital Partners, LP, a Delaware limited partnership ("Mezz Lender").

The Senior Loan Agreement provides for a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Loan"). The Mezzanine Loan Agreement provides for a mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan"). The Senior Loan and the Mezzanine Loan are being made in connection with the development of the mixed-use project known as Hudson Yards West, located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, County, City, and State of New York) (the "Property").

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the applicable Loan Agreement.

RECITALS

A. Mortgage Borrower has entered into the Senior Loan Agreement with Agent, pursuant to which the Senior Lenders have agreed to make a senior mortgage loan to Mortgage Borrower in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Loan"), which Senior Loan is secured by, among other things, a first priority mortgage lien on the Property, as more particularly described in the Senior Loan Agreement and the other Senior Loan Documents (as defined therein).

B. Mezzanine Borrower has entered into the Mezzanine Loan Agreement with Mezz Lender, pursuant to which Mezz Lender has agreed to make a mezzanine loan to Mezzanine Borrower in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan"), which Mezzanine Loan is secured by, among other things, a first priority pledge of one hundred percent (100%) of the membership interests in Mortgage Borrower held by Mezzanine Borrower, as more particularly described in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents (as defined therein).

C. The initial funding and closing of the Senior Loan and the Mezzanine Loan is occurring simultaneously on the date hereof (the "Closing Date").

D. Delivery of this Certificate by each Borrower is a condition precedent to closing and the initial funding of the Senior Loan under Section 4.1(a)(xii) of the Senior Loan Agreement and a condition precedent to closing and the initial funding of the Mezzanine Loan under Section 4.1(a)(x) of the Mezzanine Loan Agreement, respectively.

E. Each Borrower is executing and delivering this Certificate to induce Agent, the Senior Lenders, and Mezz Lender (collectively, the "Lender Parties") to fund the Senior Loan and the Mezzanine Loan, respectively, on the Closing Date, and each Lender Party is relying on the certifications, representations, and warranties contained herein in making such funding.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower hereby certifies, represents, and warrants to the Lender Parties as follows:

SECTION 1 — BRING-DOWN OF REPRESENTATIONS AND WARRANTIES (SENIOR LOAN AGREEMENT)

1.1 Mortgage Borrower hereby certifies, represents, and warrants to Agent and the Senior Lenders that each of the representations and warranties made by Mortgage Borrower in Article V of the Senior Loan Agreement and in each of the other Senior Loan Documents (as defined in the Senior Loan Agreement), including, without limitation, the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity Agreement, and the Guaranty, is true, correct, and complete in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty shall be true, correct, and complete in all material respects as of such earlier date.

1.2 Without limiting the generality of Section 1.1 above, Mortgage Borrower specifically confirms that the representations and warranties regarding the following matters (among the other representations and warranties set forth in the Senior Loan Agreement and the other Senior Loan Documents) are true, correct, and complete in all material respects as of the Closing Date:

(a) Organization, Existence, Good Standing, and Authority. Mortgage Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Mortgage Borrower is duly qualified and authorized to do business and is in good standing in the State of New York and in each other jurisdiction where such qualification is required. Mortgage Borrower has been formed and is being maintained as a Single Purpose Entity in compliance with the organizational requirements set forth in Section 5.1 of the Senior Loan Agreement, and Mortgage Borrower has at all times since its formation complied with the separateness covenants and special purpose entity requirements set forth in its limited liability company agreement and the Senior Loan Agreement.

(b) Due Authorization, Execution, Delivery, and Enforceability. The execution, delivery, and performance by Mortgage Borrower of the Senior Loan Agreement and each of the other Senior Loan Documents to which it is a party have been duly and validly authorized by all necessary limited liability company action on the part of Mortgage Borrower. Each Senior Loan Document to which Mortgage Borrower is a party has been duly and validly executed and delivered by Mortgage Borrower and constitutes the legal, valid, and binding obligation of Mortgage Borrower, enforceable against Mortgage Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) No Conflict. Neither the execution, delivery, nor performance by Mortgage Borrower of the Senior Loan Documents, nor compliance by Mortgage Borrower with the terms and provisions thereof, conflicts with, results in a breach of, or constitutes a default under (i) Mortgage Borrower's certificate of formation or limited liability company agreement, (ii) any applicable law, statute, rule, regulation, order, writ, injunction, or decree of any court or governmental authority binding on Mortgage Borrower or the Property, or (iii) any material agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Mortgage Borrower is a party or by which it or the Property is bound.

(d) Title to the Property; Ground Lease. Mortgage Borrower holds good and marketable fee simple title to the improvements and good and valid leasehold title to the land comprising the Property pursuant to that certain Ground Lease (CRFN 2020000198762) with the New York City Economic Development Corporation ("NYCEDC"), as recorded in the Office of the City Register of the City of New York, County of New York. The Ground Lease is in full force and effect, no default or event of default exists under the Ground Lease on the part of Mortgage Borrower or, to Mortgage Borrower's knowledge, on the part of NYCEDC, and all rent and other amounts due and payable under the Ground Lease through the Closing Date have been paid in full. The leasehold estate created by the Ground Lease has not been modified, amended, supplemented, or assigned except as disclosed to Agent in writing, and no notices of termination or default have been received by Mortgage Borrower with respect to the Ground Lease.

(e) No Litigation. There are no actions, suits, proceedings, claims, or governmental investigations pending or, to Mortgage Borrower's knowledge, threatened against Mortgage Borrower or the Property (whether at law, in equity, or before any governmental authority) that could reasonably be expected to have a Material Adverse Effect. No attachment, execution, assignment for the benefit of creditors, or voluntary or involuntary proceeding in bankruptcy or under any other debtor-relief law has been commenced by or against Mortgage Borrower.

(f) Compliance with Laws; Zoning and Land Use. Mortgage Borrower and the Property are in compliance with all applicable laws, ordinances, rules, regulations, and requirements of every governmental authority having jurisdiction over Mortgage Borrower or the Property, including, without limitation, all zoning and land use requirements. Without limiting the foregoing, Mortgage Borrower confirms that ULURP Application No. C 230415 ZSM, as approved by the New York City Planning Commission on September 12, 2023, and as approved by the New York City Council on October 25, 2023, remains in full force and effect and has not been modified, revoked, suspended, or appealed. All conditions to such approvals that are required to be satisfied on or prior to the Closing Date have been satisfied.

(g) Environmental Matters. The representations and warranties of Mortgage Borrower regarding environmental matters are true, correct, and complete in all material respects as of the Closing Date. Mortgage Borrower has delivered to Agent a Phase I Environmental Site Assessment dated March 20, 2025, prepared by Apex Environmental Consulting, Inc. (Project No. AEC-NY-25-0337) (the "Phase I ESA"), and the Phase I ESA did not identify any recognized environmental conditions at the Property requiring further investigation or remediation. To Mortgage Borrower's knowledge, no Hazardous Materials (as defined in the Senior Loan Agreement) exist on, under, or about the Property in violation of any applicable Environmental Law (as defined in the Senior Loan Agreement), and no notices of violation, orders, or directives have been issued by any governmental authority with respect to Hazardous Materials at the Property.

(h) Financial Statements. All financial statements, operating statements, rent rolls, and other financial information furnished by or on behalf of Mortgage Borrower to Agent in connection with the Senior Loan are true, correct, and complete in all material respects as of the respective dates thereof, have been prepared in accordance with generally accepted accounting principles (or such other basis of accounting as is acceptable to Agent), and fairly present the financial condition and results of operations of Mortgage Borrower and the Property as of the dates and for the periods indicated therein. There are no material liabilities, direct or contingent, of Mortgage Borrower not disclosed in such financial statements.

(i) Tax Matters; ERISA Compliance. Mortgage Borrower has filed or caused to be filed all federal, state, and local tax returns required to be filed, and all taxes, assessments, fees, and other governmental charges that are due and payable have been timely paid (or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established). Mortgage Borrower does not maintain, sponsor, or contribute to any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), and no Borrower is or has been an "employer" as defined in Section 3(5) of ERISA or a member of a "controlled group" within the meaning of Sections 414(b), (c), (m), or (o) of the Code.

(j) Insurance Compliance. Mortgage Borrower maintains, or has caused to be maintained, all insurance policies and coverages required under the Senior Loan Agreement and the other Senior Loan Documents, and all such policies are in full force and effect as of the Closing Date. All premiums due and payable under such policies have been timely paid. Mortgage Borrower has delivered to Agent certificates of insurance evidencing the required coverages, naming Agent and the Senior Lenders as additional insureds, loss payees, or mortgagees, as applicable, in accordance with the requirements of the Senior Loan Agreement.

(k) No Event of Default. No Event of Default (as defined in the Senior Loan Agreement) or Default (as defined in the Senior Loan Agreement) has occurred and is continuing under the Senior Loan Agreement or any of the other Senior Loan Documents.

(l) SPE Covenants and Separateness Requirements. Mortgage Borrower has at all times since its formation complied with, and continues to comply with, the single purpose entity covenants and separateness requirements set forth in Section 5.1(dd) of the Senior Loan Agreement and in its limited liability company agreement. Mortgage Borrower has maintained its existence separate from that of all other persons and entities, has not commingled its assets with those of any other person or entity, has maintained separate books and records, and has otherwise complied with all separateness covenants required to preserve its status as a single purpose entity acceptable to the rating agencies.

(m) Accuracy of Loan Application Materials. All information, reports, studies, data, and materials furnished by or on behalf of Mortgage Borrower to Agent in connection with the Senior Loan application and the negotiation and documentation of the Senior Loan, including, without limitation, the appraisal, market study, feasibility analysis, and all due diligence materials, are true, correct, and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading.

(n) Patriot Act / Anti-Money Laundering / OFAC Compliance. Mortgage Borrower and each of its direct and indirect owners are in compliance with (i) the USA PATRIOT Act of 2001 (Pub. L. 107-56), as amended (the "Patriot Act"), (ii) all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), (iii) Executive Order 13224, and (iv) the regulations and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). Neither Mortgage Borrower nor any of its direct or indirect owners, principals, or affiliates is a "Prohibited Person" as defined in the Senior Loan Agreement, nor is any such person or entity listed on the OFAC Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, or any other sanctions list maintained by OFAC, the U.S. Department of State, or any other governmental authority.

(o) No Bankruptcy or Insolvency. Neither Mortgage Borrower nor any Guarantor has commenced any proceeding or made any assignment for the benefit of creditors, and no involuntary bankruptcy, insolvency, reorganization, receivership, or similar proceeding has been commenced against Mortgage Borrower or any Guarantor. Mortgage Borrower is solvent and is paying its debts as they become due.

SECTION 2 — BRING-DOWN OF REPRESENTATIONS AND WARRANTIES (MEZZANINE LOAN AGREEMENT)

2.1 Mezzanine Borrower hereby certifies, represents, and warrants to Mezz Lender that each of the representations and warranties made by Mezzanine Borrower in Article V of the Mezzanine Loan Agreement and in each of the other Mezzanine Loan Documents (as defined in the Mezzanine Loan Agreement), including, without limitation, the Pledge and Security Agreement, the Guaranty, and the Environmental Indemnity Agreement, is true, correct, and complete in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty shall be true, correct, and complete in all material respects as of such earlier date.

2.2 Without limiting the generality of Section 2.1 above, Mezzanine Borrower specifically confirms that the representations and warranties regarding the following matters (among the other representations and warranties set forth in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents) are true, correct, and complete in all material respects as of the Closing Date:

(a) Organization, Existence, Good Standing, and Authority. Mezzanine Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Mezzanine Borrower is duly qualified and authorized to do business and is in good standing in the State of New York and in each other jurisdiction where such qualification is required. Mezzanine Borrower has been formed and is being maintained as a Single Purpose Entity in compliance with the organizational requirements set forth in Section 5.1 of the Mezzanine Loan Agreement, and Mezzanine Borrower has at all times since its formation complied with the separateness covenants and special purpose entity requirements set forth in its limited liability company agreement and the Mezzanine Loan Agreement.

(b) Due Authorization, Execution, Delivery, and Enforceability. The execution, delivery, and performance by Mezzanine Borrower of the Mezzanine Loan Agreement and each of the other Mezzanine Loan Documents to which it is a party have been duly and validly authorized by all necessary limited liability company action on the part of Mezzanine Borrower. Each Mezzanine Loan Document to which Mezzanine Borrower is a party has been duly and validly executed and delivered by Mezzanine Borrower and constitutes the legal, valid, and binding obligation of Mezzanine Borrower, enforceable against Mezzanine Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) Ownership of Membership Interests. Mezzanine Borrower is the sole owner of one hundred percent (100%) of the membership interests in Mortgage Borrower (the "Pledged Interests"). The Pledged Interests are owned by Mezzanine Borrower free and clear of all liens, claims, encumbrances, security interests, options, charges, pledges, and other restrictions or limitations of any kind whatsoever, other than the pledge and security interest granted in favor of Mezz Lender pursuant to the Pledge and Security Agreement dated as of the date hereof. No other person or entity holds any right, option, warrant, or other right to acquire any ownership interest in Mortgage Borrower. The Pledged Interests constitute all of the issued and outstanding membership interests in Mortgage Borrower.

(d) No Conflict. Neither the execution, delivery, nor performance by Mezzanine Borrower of the Mezzanine Loan Documents, nor compliance by Mezzanine Borrower with the terms and provisions thereof, conflicts with, results in a breach of, or constitutes a default under (i) Mezzanine Borrower's certificate of formation or limited liability company agreement, (ii) any applicable law, statute, rule, regulation, order, writ, injunction, or decree of any court or governmental authority binding on Mezzanine Borrower, or (iii) any material agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Mezzanine Borrower is a party or by which it or its assets are bound.

(e) No Litigation. There are no actions, suits, proceedings, claims, or governmental investigations pending or, to Mezzanine Borrower's knowledge, threatened against Mezzanine Borrower (whether at law, in equity, or before any governmental authority) that could reasonably be expected to have a Material Adverse Effect. No attachment, execution, assignment for the benefit of creditors, or voluntary or involuntary proceeding in bankruptcy or under any other debtor-relief law has been commenced by or against Mezzanine Borrower.

(f) Financial Statements. All financial statements, operating statements, and other financial information furnished by or on behalf of Mezzanine Borrower to Mezz Lender in connection with the Mezzanine Loan are true, correct, and complete in all material respects as of the respective dates thereof, have been prepared in accordance with generally accepted accounting principles (or such other basis of accounting as is acceptable to Mezz Lender), and fairly present the financial condition and results of operations of Mezzanine Borrower as of the dates and for the periods indicated therein. There are no material liabilities, direct or contingent, of Mezzanine Borrower not disclosed in such financial statements.

(g) Tax Matters; ERISA Compliance. Mezzanine Borrower has filed or caused to be filed all federal, state, and local tax returns required to be filed, and all taxes, assessments, fees, and other governmental charges that are due and payable have been timely paid (or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established). Mezzanine Borrower does not maintain, sponsor, or contribute to any employee benefit plan subject to ERISA or Section 412 of the Code, and Mezzanine Borrower is not and has not been an "employer" as defined in Section 3(5) of ERISA or a member of a "controlled group" within the meaning of Sections 414(b), (c), (m), or (o) of the Code.

(h) SPE Covenants and Separateness Requirements. Mezzanine Borrower has at all times since its formation complied with, and continues to comply with, the single purpose entity covenants and separateness requirements set forth in Section 5.1(dd) of the Mezzanine Loan Agreement and in its limited liability company agreement. Mezzanine Borrower has maintained its existence separate from that of all other persons and entities, has not commingled its assets with those of any other person or entity, has maintained separate books and records, and has otherwise complied with all separateness covenants required to preserve its status as a single purpose entity.

(i) No Event of Default. No Event of Default (as defined in the Mezzanine Loan Agreement) or Default (as defined in the Mezzanine Loan Agreement) has occurred and is continuing under the Mezzanine Loan Agreement or any of the other Mezzanine Loan Documents.

(j) Patriot Act / Anti-Money Laundering / OFAC Compliance. Mezzanine Borrower and each of its direct and indirect owners are in compliance with (i) the Patriot Act, (ii) all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), (iii) Executive Order 13224, and (iv) the regulations and sanctions programs administered by OFAC. Neither Mezzanine Borrower nor any of its direct or indirect owners, principals, or affiliates is a "Prohibited Person" as defined in the Mezzanine Loan Agreement, nor is any such person or entity listed on the OFAC Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, or any other sanctions list maintained by OFAC, the U.S. Department of State, or any other governmental authority.

(k) No Bankruptcy or Insolvency. Neither Mezzanine Borrower nor any Guarantor has commenced any proceeding or made any assignment for the benefit of creditors, and no involuntary bankruptcy, insolvency, reorganization, receivership, or similar proceeding has been commenced against Mezzanine Borrower or any Guarantor. Mezzanine Borrower is solvent and is paying its debts as they become due.

SECTION 3 — NO DEFAULT

3.1 Each Borrower hereby certifies that, as of the Closing Date, no Event of Default (as defined in the Senior Loan Agreement or the Mezzanine Loan Agreement, as applicable) has occurred and is continuing under the Senior Loan Agreement, the Mezzanine Loan Agreement, or any of the other Loan Documents.

3.2 Each Borrower hereby further certifies that, as of the Closing Date, no event, circumstance, or condition has occurred that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default under the Senior Loan Agreement, the Mezzanine Loan Agreement, or any of the other Loan Documents. Without limiting the foregoing, each Borrower confirms that it has complied with all covenants, obligations, and agreements required to be performed or observed by it under the applicable Loan Agreement and the other Loan Documents on or prior to the Closing Date.

3.3 Each Borrower hereby confirms that all conditions precedent to closing and initial funding set forth in Article IV of the Senior Loan Agreement and Article IV of the Mezzanine Loan Agreement, respectively, have been satisfied in full or have been waived in writing by the applicable Lender Party in accordance with the terms of the applicable Loan Agreement. Without limiting the foregoing, each Borrower confirms that all deliverables, certificates, opinions, endorsements, title insurance policies, surveys, environmental reports, insurance certificates, organizational documents, and other closing documents required to be delivered pursuant to the applicable Loan Agreement have been delivered to the applicable Lender Party.

SECTION 4 — NO MATERIAL ADVERSE CHANGE

4.1 Each Borrower hereby certifies that, since the date of the most recent financial statements delivered to the Lender Parties (including, without limitation, the audited financial statements of Metropolitan Transit Development Corp. for the fiscal year ended December 31, 2024, and the unaudited financial statements of each Borrower for the quarter ended March 31, 2025), there has been no material adverse change in the business, assets, liabilities (whether actual or contingent), financial condition, results of operations, or prospects of either Borrower or the Property. Each Borrower further certifies that no event has occurred since the date of such financial statements that could reasonably be expected to result in a Material Adverse Effect (as defined in the applicable Loan Agreement).

4.2 There has been no material adverse change in the physical condition of the Property since the date of the most recent property condition assessment and engineering report prepared by Trident Structural Engineers, P.C. and delivered to the Lender Parties in connection with the underwriting of the Senior Loan and the Mezzanine Loan. The Property remains in substantially the same condition as described in such report, subject only to ordinary wear and tear and the commencement of pre-construction site preparation activities conducted in the ordinary course of business.

4.3 There has been no material adverse change in the status of the Ground Lease with NYCEDC since the date on which copies thereof were delivered to the Lender Parties. The Ground Lease remains in full force and effect, all obligations of Mortgage Borrower thereunder have been performed in all material respects, all rent and other charges payable thereunder through the Closing Date have been paid in full, and no notices of default, termination, or non-renewal have been given or received with respect thereto.

4.4 There has been no change in the credit rating of Metropolitan Transit Development Corp. (currently rated A– by Pinnacle Ratings Group, report reference PRG-MTDC-A-2024-1187, dated November 8, 2024) that constitutes or could reasonably be expected to constitute a Material Adverse Effect. Metropolitan Transit Development Corp. has not received any notice from Pinnacle Ratings Group or any other nationally recognized statistical rating organization indicating that its credit rating is under review for downgrade or has been placed on credit watch with negative implications.

SECTION 5 — ORGANIZATIONAL AND AUTHORITY CONFIRMATIONS

5.1 Mortgage Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated not more than thirty (30) days prior to the Closing Date. Mortgage Borrower is duly qualified to transact business and is in good standing in the State of New York, as evidenced by a Certificate of Authority filed with the Secretary of State of the State of New York.

5.2 Mezzanine Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated not more than thirty (30) days prior to the Closing Date. Mezzanine Borrower is duly qualified to transact business and is in good standing in the State of New York, as evidenced by a Certificate of Authority filed with the Secretary of State of the State of New York.

5.3 Each Borrower's execution, delivery, and performance of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action of such Borrower, including, without limitation, the approval of its sole member, Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("MTDC"), acting through its duly authorized officers. No further action, vote, consent, or approval of any member, manager, officer, or other person or entity is required in connection with the execution, delivery, or performance of any Loan Document by either Borrower.

5.4 The following individuals are the duly authorized signatories of MTDC, acting in its capacity as the sole member of each Borrower, and each such individual is duly authorized to execute the Loan Documents and this Certificate on behalf of the applicable Borrower:

(a) David Harrington, Executive Director of MTDC; and

(b) Priya Subramanian, Chief Financial Officer of MTDC.

The signatures of such individuals appearing on this Certificate and on the Loan Documents are genuine, and each such individual holds the office and title set forth opposite his or her name.

5.5 No consent, approval, authorization, order, registration, qualification, license, or filing with or of any court, governmental authority, regulatory body, or other person or entity is required in connection with the execution, delivery, and performance by either Borrower of the Loan Documents or the consummation of the transactions contemplated thereby, which has not been obtained or made and which is in full force and effect as of the Closing Date.

5.6 The organizational documents of each Borrower (including, without limitation, the certificate of formation and the limited liability company agreement of each Borrower) have not been amended, modified, supplemented, or restated since the date on which copies thereof were delivered to the Lender Parties in connection with the closing of the Senior Loan and the Mezzanine Loan, except as specifically disclosed to the Lender Parties in writing prior to the Closing Date. Copies of the organizational documents delivered to the Lender Parties are true, correct, and complete copies thereof and remain in full force and effect as of the Closing Date.

SECTION 6 — CONSTRUCTION MATTERS

6.1 Mortgage Borrower hereby confirms that that certain Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) by and between Mortgage Borrower and Cobalt Construction Group, Inc., a New York corporation (the "General Contractor"), in the contract amount of Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP Contract"), has been duly executed and delivered by the parties thereto and is in full force and effect as of the Closing Date. No default or event of default has occurred and is continuing under the GMP Contract on the part of Mortgage Borrower or, to Mortgage Borrower's knowledge, on the part of the General Contractor. The GMP Contract has not been amended, modified, supplemented, or terminated since the date on which a copy thereof was delivered to the Lender Parties, except as disclosed to the Lender Parties in writing and approved in accordance with the terms of the applicable Loan Agreement.

6.2 All permits, licenses, approvals, and governmental authorizations necessary for the commencement of construction of the improvements on the Property on the Closing Date have been obtained and are in full force and effect, or, to the extent that certain permits or approvals relate to phases of the work not commencing on the Closing Date, such permits or approvals will be obtained in the ordinary course of business prior to the commencement of the applicable work. Without limiting the foregoing, Mortgage Borrower confirms that the New York City Department of Buildings new building permit for the Property has been issued and remains in full force and effect and has not been revoked, suspended, or modified.

6.3 The construction budget and construction schedule delivered to the Lender Parties in connection with the underwriting and documentation of the Senior Loan and the Mezzanine Loan remain true, correct, and complete in all material respects as of the Closing Date. There have been no material changes to the scope of work, the line-item budget, or the anticipated timeline for construction since the dates on which such documents were delivered to the Lender Parties. The total construction costs set forth in the construction budget are adequate, in the reasonable judgment of Mortgage Borrower, to complete the construction of the improvements in accordance with the plans and specifications approved by the Lender Parties.

6.4 Builder's risk insurance coverage in the amount of Five Hundred Million Dollars ($500,000,000) (representing the estimated full replacement cost of the improvements at completion) has been obtained from Fortis Indemnity Insurance Co. (Policy No. FII-BR-2025-079441) and is in full force and effect as of the Closing Date. All premiums for such coverage that are due and payable on or before the Closing Date have been paid. Agent and the Senior Lenders have been named as additional insureds and loss payees under such policy in accordance with the requirements of the Senior Loan Agreement.

6.5 The projected substantial completion date for the construction of the improvements on the Property is December 15, 2027. The projected date for issuance of the first Temporary Certificate of Occupancy ("TCO") from the New York City Department of Buildings is March 15, 2028. Mortgage Borrower has no reason to believe, as of the Closing Date, that substantial completion or the issuance of the first TCO will not be achieved on or before such projected dates.

SECTION 7 — RELIANCE AND INDUCEMENT

7.1 Each Borrower acknowledges and agrees that the Lender Parties are relying on this Certificate and the representations, warranties, and certifications contained herein in making the Senior Loan and the Mezzanine Loan, respectively, and in funding the initial advances thereunder on the Closing Date. Each Borrower further acknowledges that the Lender Parties would not make such loans or fund such advances without the delivery of this Certificate.

7.2 This Certificate is delivered pursuant to, and shall constitute a "Loan Document" under, each of the Loan Agreements. All references in the Loan Agreements and the other Loan Documents to "Loan Documents" shall be deemed to include this Certificate. This Certificate shall be subject to all of the terms, conditions, and provisions of the Loan Agreements applicable to Loan Documents, including, without limitation, the provisions relating to indemnification, governing law, and remedies.

7.3 Each Borrower acknowledges and agrees that any material inaccuracy in any representation, warranty, or certification contained in this Certificate shall constitute an immediate Event of Default under the applicable Loan Agreement, without any requirement for the giving of notice or the lapse of any cure period, to the fullest extent permitted by applicable law. In the event of any such inaccuracy, the Lender Parties shall be entitled to exercise all rights and remedies available to them under the applicable Loan Agreement, the other Loan Documents, and applicable law.

SECTION 8 — SCHEDULES AND UPDATES

8.1 Reference is hereby made to Schedule 1 attached hereto and incorporated herein by this reference, which sets forth any updates, qualifications, or exceptions to the representations and warranties brought down in Sections 1 and 2 above.

8.2 In the event that Schedule 1 sets forth any disclosed items, each Borrower confirms that each such item has been disclosed to the applicable Lender Party and has been approved in writing by such Lender Party prior to the Closing Date. The disclosure of any item on Schedule 1 shall not be deemed to modify or limit the representations and warranties set forth in the Loan Agreements or the other Loan Documents except to the extent expressly set forth on Schedule 1 and consented to in writing by the applicable Lender Party.

SECTION 9 — MISCELLANEOUS

9.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each Borrower hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purpose of any action or proceeding arising out of or relating to this Certificate.

9.2 Counterparts. This Certificate may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

9.3 Electronic Signatures. Facsimile, PDF, or electronic signatures transmitted by electronic mail or other electronic means (including signatures executed through DocuSign, Ashford Health IT, or any other electronic signature platform) shall have the same force and effect as original ink signatures for all purposes, and each party hereto agrees to accept and rely upon such signatures as if they were original signatures.

9.4 Survival. The representations, warranties, and certifications set forth in this Certificate shall survive the Closing Date and shall remain in full force and effect for so long as any amount remains outstanding under the Senior Loan or the Mezzanine Loan or any obligation of either Borrower under the Loan Documents remains unsatisfied.

[Remainder of this page intentionally left blank. Signature pages follow.]

EXECUTION PAGE — BORROWER'S CLOSING CERTIFICATE (Bring-Down of Representations and Warranties)

IN WITNESS WHEREOF, each Borrower has caused this Certificate to be duly executed and delivered by its duly authorized representative as of the date first written above.

MORTGAGE BORROWER:

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company

By: Metropolitan Transit Development Corp.,

a government instrumentality organized under the laws of the State of Illinois, its sole member

By: ________

Name: David Harrington

Title: Executive Director

By: ________

Name: Priya Subramanian

Title: Chief Financial Officer

MEZZANINE BORROWER:

HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company

By: Metropolitan Transit Development Corp.,

a government instrumentality organized under the laws of the State of Illinois, its sole member

By: ________

Name: David Harrington

Title: Executive Director

By: ________

Name: Priya Subramanian

Title: Chief Financial Officer

Date: June 15, 2025

SCHEDULE 1

Disclosure of Updates, Qualifications, or Exceptions to Representations and Warranties

The following sets forth any updates, qualifications, or exceptions to the representations and warranties of Mortgage Borrower and Mezzanine Borrower brought down in Sections 1 and 2 of this Certificate. Each item below includes a cross-reference to the specific Loan Agreement section to which the update, qualification, or exception relates, a description of the update, qualification, or exception, and a confirmation of the applicable Lender Party's written approval thereof.

None.

There are no updates, qualifications, or exceptions to the representations and warranties set forth in the Senior Loan Agreement or the Mezzanine Loan Agreement as brought down in Sections 1 and 2 of this Certificate. All representations and warranties are confirmed to be true, correct, and complete in all material respects as of the Closing Date, without qualification or exception.

If any disclosure items were required, such items would be listed in numbered format as follows: (1) Cross-reference to Loan Agreement section; (2) Description of update, qualification, or exception; (3) Date and form of Lender Party written approval (e.g., approval letter or email confirmation from Agent or Mezz Lender, as applicable).

BORROWER'S CLOSING CERTIFICATE
(Bring-Down of Representations and Warranties)
Date: June 15, 2025
This Borrower's Closing Certificate (Bring-Down of Representations and Warranties) (this "Certificate") is delivered as of June 15, 2025, in connection with:
(i) that certain Senior Mortgage Loan Agreement, dated as of June 15, 2025 (the "Senior Loan Agreement"), by and between Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), and Ironclad National Bank, N.A., a national banking association, as administrative agent ("Agent"), on behalf of itself and the Senior Lenders party thereto (collectively with Agent, the "Senior Lenders"); and
(ii) that certain Mezzanine Loan Agreement, dated as of June 15, 2025 (the "Mezzanine Loan Agreement," and together with the Senior Loan Agreement, the "Loan Agreements"), by and between Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Mezzanine Borrower," and together with Mortgage Borrower, each a "Borrower" and collectively, the "Borrowers"), and Granite Peak Capital Partners, LP, a Delaware limited partnership ("Mezz Lender").
The Senior Loan Agreement provides for a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Loan"). The Mezzanine Loan Agreement provides for a mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan"). The Senior Loan and the Mezzanine Loan are being made in connection with the development of the mixed-use project known as Hudson Yards West, located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, County, City, and State of New York) (the "Property").
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the applicable Loan Agreement.
RECITALS
A. Mortgage Borrower has entered into the Senior Loan Agreement with Agent, pursuant to which the Senior Lenders have agreed to make a senior mortgage loan to Mortgage Borrower in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Loan"), which Senior Loan is secured by, among other things, a first priority mortgage lien on the Property, as more particularly described in the Senior Loan Agreement and the other Senior Loan Documents (as defined therein).
B. Mezzanine Borrower has entered into the Mezzanine Loan Agreement with Mezz Lender, pursuant to which Mezz Lender has agreed to make a mezzanine loan to Mezzanine Borrower in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan"), which Mezzanine Loan is secured by, among other things, a first priority pledge of one hundred percent (100%) of the membership interests in Mortgage Borrower held by Mezzanine Borrower, as more particularly described in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents (as defined therein).
C. The initial funding and closing of the Senior Loan and the Mezzanine Loan is occurring simultaneously on the date hereof (the "Closing Date").
D. Delivery of this Certificate by each Borrower is a condition precedent to closing and the initial funding of the Senior Loan under Section 4.1(a)(xii) of the Senior Loan Agreement and a condition precedent to closing and the initial funding of the Mezzanine Loan under Section 4.1(a)(x) of the Mezzanine Loan Agreement, respectively.
E. Each Borrower is executing and delivering this Certificate to induce Agent, the Senior Lenders, and Mezz Lender (collectively, the "Lender Parties") to fund the Senior Loan and the Mezzanine Loan, respectively, on the Closing Date, and each Lender Party is relying on the certifications, representations, and warranties contained herein in making such funding.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower hereby certifies, represents, and warrants to the Lender Parties as follows:
SECTION 1 — BRING-DOWN OF REPRESENTATIONS AND WARRANTIES (SENIOR LOAN AGREEMENT)
1.1 Mortgage Borrower hereby certifies, represents, and warrants to Agent and the Senior Lenders that each of the representations and warranties made by Mortgage Borrower in Article V of the Senior Loan Agreement and in each of the other Senior Loan Documents (as defined in the Senior Loan Agreement), including, without limitation, the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity Agreement, and the Guaranty, is true, correct, and complete in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty shall be true, correct, and complete in all material respects as of such earlier date.
1.2 Without limiting the generality of Section 1.1 above, Mortgage Borrower specifically confirms that the representations and warranties regarding the following matters (among the other representations and warranties set forth in the Senior Loan Agreement and the other Senior Loan Documents) are true, correct, and complete in all material respects as of the Closing Date:
(a) Organization, Existence, Good Standing, and Authority. Mortgage Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Mortgage Borrower is duly qualified and authorized to do business and is in good standing in the State of New York and in each other jurisdiction where such qualification is required. Mortgage Borrower has been formed and is being maintained as a Single Purpose Entity in compliance with the organizational requirements set forth in Section 5.1 of the Senior Loan Agreement, and Mortgage Borrower has at all times since its formation complied with the separateness covenants and special purpose entity requirements set forth in its limited liability company agreement and the Senior Loan Agreement.
(b) Due Authorization, Execution, Delivery, and Enforceability. The execution, delivery, and performance by Mortgage Borrower of the Senior Loan Agreement and each of the other Senior Loan Documents to which it is a party have been duly and validly authorized by all necessary limited liability company action on the part of Mortgage Borrower. Each Senior Loan Document to which Mortgage Borrower is a party has been duly and validly executed and delivered by Mortgage Borrower and constitutes the legal, valid, and binding obligation of Mortgage Borrower, enforceable against Mortgage Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) No Conflict. Neither the execution, delivery, nor performance by Mortgage Borrower of the Senior Loan Documents, nor compliance by Mortgage Borrower with the terms and provisions thereof, conflicts with, results in a breach of, or constitutes a default under (i) Mortgage Borrower's certificate of formation or limited liability company agreement, (ii) any applicable law, statute, rule, regulation, order, writ, injunction, or decree of any court or governmental authority binding on Mortgage Borrower or the Property, or (iii) any material agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Mortgage Borrower is a party or by which it or the Property is bound.
(d) Title to the Property; Ground Lease. Mortgage Borrower holds good and marketable fee simple title to the improvements and good and valid leasehold title to the land comprising the Property pursuant to that certain Ground Lease (CRFN 2020000198762) with the New York City Economic Development Corporation ("NYCEDC"), as recorded in the Office of the City Register of the City of New York, County of New York. The Ground Lease is in full force and effect, no default or event of default exists under the Ground Lease on the part of Mortgage Borrower or, to Mortgage Borrower's knowledge, on the part of NYCEDC, and all rent and other amounts due and payable under the Ground Lease through the Closing Date have been paid in full. The leasehold estate created by the Ground Lease has not been modified, amended, supplemented, or assigned except as disclosed to Agent in writing, and no notices of termination or default have been received by Mortgage Borrower with respect to the Ground Lease.
(e) No Litigation. There are no actions, suits, proceedings, claims, or governmental investigations pending or, to Mortgage Borrower's knowledge, threatened against Mortgage Borrower or the Property (whether at law, in equity, or before any governmental authority) that could reasonably be expected to have a Material Adverse Effect. No attachment, execution, assignment for the benefit of creditors, or voluntary or involuntary proceeding in bankruptcy or under any other debtor-relief law has been commenced by or against Mortgage Borrower.
(f) Compliance with Laws; Zoning and Land Use. Mortgage Borrower and the Property are in compliance with all applicable laws, ordinances, rules, regulations, and requirements of every governmental authority having jurisdiction over Mortgage Borrower or the Property, including, without limitation, all zoning and land use requirements. Without limiting the foregoing, Mortgage Borrower confirms that ULURP Application No. C 230415 ZSM, as approved by the New York City Planning Commission on September 12, 2023, and as approved by the New York City Council on October 25, 2023, remains in full force and effect and has not been modified, revoked, suspended, or appealed. All conditions to such approvals that are required to be satisfied on or prior to the Closing Date have been satisfied.
(g) Environmental Matters. The representations and warranties of Mortgage Borrower regarding environmental matters are true, correct, and complete in all material respects as of the Closing Date. Mortgage Borrower has delivered to Agent a Phase I Environmental Site Assessment dated March 20, 2025, prepared by Apex Environmental Consulting, Inc. (Project No. AEC-NY-25-0337) (the "Phase I ESA"), and the Phase I ESA did not identify any recognized environmental conditions at the Property requiring further investigation or remediation. To Mortgage Borrower's knowledge, no Hazardous Materials (as defined in the Senior Loan Agreement) exist on, under, or about the Property in violation of any applicable Environmental Law (as defined in the Senior Loan Agreement), and no notices of violation, orders, or directives have been issued by any governmental authority with respect to Hazardous Materials at the Property.
(h) Financial Statements. All financial statements, operating statements, rent rolls, and other financial information furnished by or on behalf of Mortgage Borrower to Agent in connection with the Senior Loan are true, correct, and complete in all material respects as of the respective dates thereof, have been prepared in accordance with generally accepted accounting principles (or such other basis of accounting as is acceptable to Agent), and fairly present the financial condition and results of operations of Mortgage Borrower and the Property as of the dates and for the periods indicated therein. There are no material liabilities, direct or contingent, of Mortgage Borrower not disclosed in such financial statements.
(i) Tax Matters; ERISA Compliance. Mortgage Borrower has filed or caused to be filed all federal, state, and local tax returns required to be filed, and all taxes, assessments, fees, and other governmental charges that are due and payable have been timely paid (or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established). Mortgage Borrower does not maintain, sponsor, or contribute to any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), and no Borrower is or has been an "employer" as defined in Section 3(5) of ERISA or a member of a "controlled group" within the meaning of Sections 414(b), (c), (m), or (o) of the Code.
(j) Insurance Compliance. Mortgage Borrower maintains, or has caused to be maintained, all insurance policies and coverages required under the Senior Loan Agreement and the other Senior Loan Documents, and all such policies are in full force and effect as of the Closing Date. All premiums due and payable under such policies have been timely paid. Mortgage Borrower has delivered to Agent certificates of insurance evidencing the required coverages, naming Agent and the Senior Lenders as additional insureds, loss payees, or mortgagees, as applicable, in accordance with the requirements of the Senior Loan Agreement.
(k) No Event of Default. No Event of Default (as defined in the Senior Loan Agreement) or Default (as defined in the Senior Loan Agreement) has occurred and is continuing under the Senior Loan Agreement or any of the other Senior Loan Documents.
(l) SPE Covenants and Separateness Requirements. Mortgage Borrower has at all times since its formation complied with, and continues to comply with, the single purpose entity covenants and separateness requirements set forth in Section 5.1(dd) of the Senior Loan Agreement and in its limited liability company agreement. Mortgage Borrower has maintained its existence separate from that of all other persons and entities, has not commingled its assets with those of any other person or entity, has maintained separate books and records, and has otherwise complied with all separateness covenants required to preserve its status as a single purpose entity acceptable to the rating agencies.
(m) Accuracy of Loan Application Materials. All information, reports, studies, data, and materials furnished by or on behalf of Mortgage Borrower to Agent in connection with the Senior Loan application and the negotiation and documentation of the Senior Loan, including, without limitation, the appraisal, market study, feasibility analysis, and all due diligence materials, are true, correct, and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading.
(n) Patriot Act / Anti-Money Laundering / OFAC Compliance. Mortgage Borrower and each of its direct and indirect owners are in compliance with (i) the USA PATRIOT Act of 2001 (Pub. L. 107-56), as amended (the "Patriot Act"), (ii) all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), (iii) Executive Order 13224, and (iv) the regulations and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). Neither Mortgage Borrower nor any of its direct or indirect owners, principals, or affiliates is a "Prohibited Person" as defined in the Senior Loan Agreement, nor is any such person or entity listed on the OFAC Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, or any other sanctions list maintained by OFAC, the U.S. Department of State, or any other governmental authority.
(o) No Bankruptcy or Insolvency. Neither Mortgage Borrower nor any Guarantor has commenced any proceeding or made any assignment for the benefit of creditors, and no involuntary bankruptcy, insolvency, reorganization, receivership, or similar proceeding has been commenced against Mortgage Borrower or any Guarantor. Mortgage Borrower is solvent and is paying its debts as they become due.
SECTION 2 — BRING-DOWN OF REPRESENTATIONS AND WARRANTIES (MEZZANINE LOAN AGREEMENT)
2.1 Mezzanine Borrower hereby certifies, represents, and warrants to Mezz Lender that each of the representations and warranties made by Mezzanine Borrower in Article V of the Mezzanine Loan Agreement and in each of the other Mezzanine Loan Documents (as defined in the Mezzanine Loan Agreement), including, without limitation, the Pledge and Security Agreement, the Guaranty, and the Environmental Indemnity Agreement, is true, correct, and complete in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty shall be true, correct, and complete in all material respects as of such earlier date.
2.2 Without limiting the generality of Section 2.1 above, Mezzanine Borrower specifically confirms that the representations and warranties regarding the following matters (among the other representations and warranties set forth in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents) are true, correct, and complete in all material respects as of the Closing Date:
(a) Organization, Existence, Good Standing, and Authority. Mezzanine Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Mezzanine Borrower is duly qualified and authorized to do business and is in good standing in the State of New York and in each other jurisdiction where such qualification is required. Mezzanine Borrower has been formed and is being maintained as a Single Purpose Entity in compliance with the organizational requirements set forth in Section 5.1 of the Mezzanine Loan Agreement, and Mezzanine Borrower has at all times since its formation complied with the separateness covenants and special purpose entity requirements set forth in its limited liability company agreement and the Mezzanine Loan Agreement.
(b) Due Authorization, Execution, Delivery, and Enforceability. The execution, delivery, and performance by Mezzanine Borrower of the Mezzanine Loan Agreement and each of the other Mezzanine Loan Documents to which it is a party have been duly and validly authorized by all necessary limited liability company action on the part of Mezzanine Borrower. Each Mezzanine Loan Document to which Mezzanine Borrower is a party has been duly and validly executed and delivered by Mezzanine Borrower and constitutes the legal, valid, and binding obligation of Mezzanine Borrower, enforceable against Mezzanine Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) Ownership of Membership Interests. Mezzanine Borrower is the sole owner of one hundred percent (100%) of the membership interests in Mortgage Borrower (the "Pledged Interests"). The Pledged Interests are owned by Mezzanine Borrower free and clear of all liens, claims, encumbrances, security interests, options, charges, pledges, and other restrictions or limitations of any kind whatsoever, other than the pledge and security interest granted in favor of Mezz Lender pursuant to the Pledge and Security Agreement dated as of the date hereof. No other person or entity holds any right, option, warrant, or other right to acquire any ownership interest in Mortgage Borrower. The Pledged Interests constitute all of the issued and outstanding membership interests in Mortgage Borrower.
(d) No Conflict. Neither the execution, delivery, nor performance by Mezzanine Borrower of the Mezzanine Loan Documents, nor compliance by Mezzanine Borrower with the terms and provisions thereof, conflicts with, results in a breach of, or constitutes a default under (i) Mezzanine Borrower's certificate of formation or limited liability company agreement, (ii) any applicable law, statute, rule, regulation, order, writ, injunction, or decree of any court or governmental authority binding on Mezzanine Borrower, or (iii) any material agreement, indenture, mortgage, deed of trust, contract, or other instrument to which Mezzanine Borrower is a party or by which it or its assets are bound.
(e) No Litigation. There are no actions, suits, proceedings, claims, or governmental investigations pending or, to Mezzanine Borrower's knowledge, threatened against Mezzanine Borrower (whether at law, in equity, or before any governmental authority) that could reasonably be expected to have a Material Adverse Effect. No attachment, execution, assignment for the benefit of creditors, or voluntary or involuntary proceeding in bankruptcy or under any other debtor-relief law has been commenced by or against Mezzanine Borrower.
(f) Financial Statements. All financial statements, operating statements, and other financial information furnished by or on behalf of Mezzanine Borrower to Mezz Lender in connection with the Mezzanine Loan are true, correct, and complete in all material respects as of the respective dates thereof, have been prepared in accordance with generally accepted accounting principles (or such other basis of accounting as is acceptable to Mezz Lender), and fairly present the financial condition and results of operations of Mezzanine Borrower as of the dates and for the periods indicated therein. There are no material liabilities, direct or contingent, of Mezzanine Borrower not disclosed in such financial statements.
(g) Tax Matters; ERISA Compliance. Mezzanine Borrower has filed or caused to be filed all federal, state, and local tax returns required to be filed, and all taxes, assessments, fees, and other governmental charges that are due and payable have been timely paid (or are being contested in good faith by appropriate proceedings and for which adequate reserves have been established). Mezzanine Borrower does not maintain, sponsor, or contribute to any employee benefit plan subject to ERISA or Section 412 of the Code, and Mezzanine Borrower is not and has not been an "employer" as defined in Section 3(5) of ERISA or a member of a "controlled group" within the meaning of Sections 414(b), (c), (m), or (o) of the Code.
(h) SPE Covenants and Separateness Requirements. Mezzanine Borrower has at all times since its formation complied with, and continues to comply with, the single purpose entity covenants and separateness requirements set forth in Section 5.1(dd) of the Mezzanine Loan Agreement and in its limited liability company agreement. Mezzanine Borrower has maintained its existence separate from that of all other persons and entities, has not commingled its assets with those of any other person or entity, has maintained separate books and records, and has otherwise complied with all separateness covenants required to preserve its status as a single purpose entity.
(i) No Event of Default. No Event of Default (as defined in the Mezzanine Loan Agreement) or Default (as defined in the Mezzanine Loan Agreement) has occurred and is continuing under the Mezzanine Loan Agreement or any of the other Mezzanine Loan Documents.
(j) Patriot Act / Anti-Money Laundering / OFAC Compliance. Mezzanine Borrower and each of its direct and indirect owners are in compliance with (i) the Patriot Act, (ii) all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), (iii) Executive Order 13224, and (iv) the regulations and sanctions programs administered by OFAC. Neither Mezzanine Borrower nor any of its direct or indirect owners, principals, or affiliates is a "Prohibited Person" as defined in the Mezzanine Loan Agreement, nor is any such person or entity listed on the OFAC Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, or any other sanctions list maintained by OFAC, the U.S. Department of State, or any other governmental authority.
(k) No Bankruptcy or Insolvency. Neither Mezzanine Borrower nor any Guarantor has commenced any proceeding or made any assignment for the benefit of creditors, and no involuntary bankruptcy, insolvency, reorganization, receivership, or similar proceeding has been commenced against Mezzanine Borrower or any Guarantor. Mezzanine Borrower is solvent and is paying its debts as they become due.
SECTION 3 — NO DEFAULT
3.1 Each Borrower hereby certifies that, as of the Closing Date, no Event of Default (as defined in the Senior Loan Agreement or the Mezzanine Loan Agreement, as applicable) has occurred and is continuing under the Senior Loan Agreement, the Mezzanine Loan Agreement, or any of the other Loan Documents.
3.2 Each Borrower hereby further certifies that, as of the Closing Date, no event, circumstance, or condition has occurred that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default under the Senior Loan Agreement, the Mezzanine Loan Agreement, or any of the other Loan Documents. Without limiting the foregoing, each Borrower confirms that it has complied with all covenants, obligations, and agreements required to be performed or observed by it under the applicable Loan Agreement and the other Loan Documents on or prior to the Closing Date.
3.3 Each Borrower hereby confirms that all conditions precedent to closing and initial funding set forth in Article IV of the Senior Loan Agreement and Article IV of the Mezzanine Loan Agreement, respectively, have been satisfied in full or have been waived in writing by the applicable Lender Party in accordance with the terms of the applicable Loan Agreement. Without limiting the foregoing, each Borrower confirms that all deliverables, certificates, opinions, endorsements, title insurance policies, surveys, environmental reports, insurance certificates, organizational documents, and other closing documents required to be delivered pursuant to the applicable Loan Agreement have been delivered to the applicable Lender Party.
SECTION 4 — NO MATERIAL ADVERSE CHANGE
4.1 Each Borrower hereby certifies that, since the date of the most recent financial statements delivered to the Lender Parties (including, without limitation, the audited financial statements of Metropolitan Transit Development Corp. for the fiscal year ended December 31, 2024, and the unaudited financial statements of each Borrower for the quarter ended March 31, 2025), there has been no material adverse change in the business, assets, liabilities (whether actual or contingent), financial condition, results of operations, or prospects of either Borrower or the Property. Each Borrower further certifies that no event has occurred since the date of such financial statements that could reasonably be expected to result in a Material Adverse Effect (as defined in the applicable Loan Agreement).
4.2 There has been no material adverse change in the physical condition of the Property since the date of the most recent property condition assessment and engineering report prepared by Trident Structural Engineers, P.C. and delivered to the Lender Parties in connection with the underwriting of the Senior Loan and the Mezzanine Loan. The Property remains in substantially the same condition as described in such report, subject only to ordinary wear and tear and the commencement of pre-construction site preparation activities conducted in the ordinary course of business.
4.3 There has been no material adverse change in the status of the Ground Lease with NYCEDC since the date on which copies thereof were delivered to the Lender Parties. The Ground Lease remains in full force and effect, all obligations of Mortgage Borrower thereunder have been performed in all material respects, all rent and other charges payable thereunder through the Closing Date have been paid in full, and no notices of default, termination, or non-renewal have been given or received with respect thereto.
4.4 There has been no change in the credit rating of Metropolitan Transit Development Corp. (currently rated A– by Pinnacle Ratings Group, report reference PRG-MTDC-A-2024-1187, dated November 8, 2024) that constitutes or could reasonably be expected to constitute a Material Adverse Effect. Metropolitan Transit Development Corp. has not received any notice from Pinnacle Ratings Group or any other nationally recognized statistical rating organization indicating that its credit rating is under review for downgrade or has been placed on credit watch with negative implications.
SECTION 5 — ORGANIZATIONAL AND AUTHORITY CONFIRMATIONS
5.1 Mortgage Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated not more than thirty (30) days prior to the Closing Date. Mortgage Borrower is duly qualified to transact business and is in good standing in the State of New York, as evidenced by a Certificate of Authority filed with the Secretary of State of the State of New York.
5.2 Mezzanine Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated not more than thirty (30) days prior to the Closing Date. Mezzanine Borrower is duly qualified to transact business and is in good standing in the State of New York, as evidenced by a Certificate of Authority filed with the Secretary of State of the State of New York.
5.3 Each Borrower's execution, delivery, and performance of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action of such Borrower, including, without limitation, the approval of its sole member, Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("MTDC"), acting through its duly authorized officers. No further action, vote, consent, or approval of any member, manager, officer, or other person or entity is required in connection with the execution, delivery, or performance of any Loan Document by either Borrower.
5.4 The following individuals are the duly authorized signatories of MTDC, acting in its capacity as the sole member of each Borrower, and each such individual is duly authorized to execute the Loan Documents and this Certificate on behalf of the applicable Borrower:
(a) David Harrington, Executive Director of MTDC; and
(b) Priya Subramanian, Chief Financial Officer of MTDC.
The signatures of such individuals appearing on this Certificate and on the Loan Documents are genuine, and each such individual holds the office and title set forth opposite his or her name.
5.5 No consent, approval, authorization, order, registration, qualification, license, or filing with or of any court, governmental authority, regulatory body, or other person or entity is required in connection with the execution, delivery, and performance by either Borrower of the Loan Documents or the consummation of the transactions contemplated thereby, which has not been obtained or made and which is in full force and effect as of the Closing Date.
5.6 The organizational documents of each Borrower (including, without limitation, the certificate of formation and the limited liability company agreement of each Borrower) have not been amended, modified, supplemented, or restated since the date on which copies thereof were delivered to the Lender Parties in connection with the closing of the Senior Loan and the Mezzanine Loan, except as specifically disclosed to the Lender Parties in writing prior to the Closing Date. Copies of the organizational documents delivered to the Lender Parties are true, correct, and complete copies thereof and remain in full force and effect as of the Closing Date.
SECTION 6 — CONSTRUCTION MATTERS
6.1 Mortgage Borrower hereby confirms that that certain Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) by and between Mortgage Borrower and Cobalt Construction Group, Inc., a New York corporation (the "General Contractor"), in the contract amount of Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP Contract"), has been duly executed and delivered by the parties thereto and is in full force and effect as of the Closing Date. No default or event of default has occurred and is continuing under the GMP Contract on the part of Mortgage Borrower or, to Mortgage Borrower's knowledge, on the part of the General Contractor. The GMP Contract has not been amended, modified, supplemented, or terminated since the date on which a copy thereof was delivered to the Lender Parties, except as disclosed to the Lender Parties in writing and approved in accordance with the terms of the applicable Loan Agreement.
6.2 All permits, licenses, approvals, and governmental authorizations necessary for the commencement of construction of the improvements on the Property on the Closing Date have been obtained and are in full force and effect, or, to the extent that certain permits or approvals relate to phases of the work not commencing on the Closing Date, such permits or approvals will be obtained in the ordinary course of business prior to the commencement of the applicable work. Without limiting the foregoing, Mortgage Borrower confirms that the New York City Department of Buildings new building permit for the Property has been issued and remains in full force and effect and has not been revoked, suspended, or modified.
6.3 The construction budget and construction schedule delivered to the Lender Parties in connection with the underwriting and documentation of the Senior Loan and the Mezzanine Loan remain true, correct, and complete in all material respects as of the Closing Date. There have been no material changes to the scope of work, the line-item budget, or the anticipated timeline for construction since the dates on which such documents were delivered to the Lender Parties. The total construction costs set forth in the construction budget are adequate, in the reasonable judgment of Mortgage Borrower, to complete the construction of the improvements in accordance with the plans and specifications approved by the Lender Parties.
6.4 Builder's risk insurance coverage in the amount of Five Hundred Million Dollars ($500,000,000) (representing the estimated full replacement cost of the improvements at completion) has been obtained from Fortis Indemnity Insurance Co. (Policy No. FII-BR-2025-079441) and is in full force and effect as of the Closing Date. All premiums for such coverage that are due and payable on or before the Closing Date have been paid. Agent and the Senior Lenders have been named as additional insureds and loss payees under such policy in accordance with the requirements of the Senior Loan Agreement.
6.5 The projected substantial completion date for the construction of the improvements on the Property is December 15, 2027. The projected date for issuance of the first Temporary Certificate of Occupancy ("TCO") from the New York City Department of Buildings is March 15, 2028. Mortgage Borrower has no reason to believe, as of the Closing Date, that substantial completion or the issuance of the first TCO will not be achieved on or before such projected dates.
SECTION 7 — RELIANCE AND INDUCEMENT
7.1 Each Borrower acknowledges and agrees that the Lender Parties are relying on this Certificate and the representations, warranties, and certifications contained herein in making the Senior Loan and the Mezzanine Loan, respectively, and in funding the initial advances thereunder on the Closing Date. Each Borrower further acknowledges that the Lender Parties would not make such loans or fund such advances without the delivery of this Certificate.
7.2 This Certificate is delivered pursuant to, and shall constitute a "Loan Document" under, each of the Loan Agreements. All references in the Loan Agreements and the other Loan Documents to "Loan Documents" shall be deemed to include this Certificate. This Certificate shall be subject to all of the terms, conditions, and provisions of the Loan Agreements applicable to Loan Documents, including, without limitation, the provisions relating to indemnification, governing law, and remedies.
7.3 Each Borrower acknowledges and agrees that any material inaccuracy in any representation, warranty, or certification contained in this Certificate shall constitute an immediate Event of Default under the applicable Loan Agreement, without any requirement for the giving of notice or the lapse of any cure period, to the fullest extent permitted by applicable law. In the event of any such inaccuracy, the Lender Parties shall be entitled to exercise all rights and remedies available to them under the applicable Loan Agreement, the other Loan Documents, and applicable law.
SECTION 8 — SCHEDULES AND UPDATES
8.1 Reference is hereby made to Schedule 1 attached hereto and incorporated herein by this reference, which sets forth any updates, qualifications, or exceptions to the representations and warranties brought down in Sections 1 and 2 above.
8.2 In the event that Schedule 1 sets forth any disclosed items, each Borrower confirms that each such item has been disclosed to the applicable Lender Party and has been approved in writing by such Lender Party prior to the Closing Date. The disclosure of any item on Schedule 1 shall not be deemed to modify or limit the representations and warranties set forth in the Loan Agreements or the other Loan Documents except to the extent expressly set forth on Schedule 1 and consented to in writing by the applicable Lender Party.
SECTION 9 — MISCELLANEOUS
9.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each Borrower hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purpose of any action or proceeding arising out of or relating to this Certificate.
9.2 Counterparts. This Certificate may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
9.3 Electronic Signatures. Facsimile, PDF, or electronic signatures transmitted by electronic mail or other electronic means (including signatures executed through DocuSign, Ashford Health IT, or any other electronic signature platform) shall have the same force and effect as original ink signatures for all purposes, and each party hereto agrees to accept and rely upon such signatures as if they were original signatures.
9.4 Survival. The representations, warranties, and certifications set forth in this Certificate shall survive the Closing Date and shall remain in full force and effect for so long as any amount remains outstanding under the Senior Loan or the Mezzanine Loan or any obligation of either Borrower under the Loan Documents remains unsatisfied.
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EXECUTION PAGE — BORROWER'S CLOSING CERTIFICATE (Bring-Down of Representations and Warranties)
IN WITNESS WHEREOF, each Borrower has caused this Certificate to be duly executed and delivered by its duly authorized representative as of the date first written above.
MORTGAGE BORROWER:
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company
By: Metropolitan Transit Development Corp.,
a government instrumentality organized under the laws of the State of Illinois, its sole member
By: ________
Name: David Harrington
Title: Executive Director
By: ________
Name: Priya Subramanian
Title: Chief Financial Officer
MEZZANINE BORROWER:
HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company
By: Metropolitan Transit Development Corp.,
a government instrumentality organized under the laws of the State of Illinois, its sole member
By: ________
Name: David Harrington
Title: Executive Director
By: ________
Name: Priya Subramanian
Title: Chief Financial Officer
Date: June 15, 2025
SCHEDULE 1
Disclosure of Updates, Qualifications, or Exceptions to Representations and Warranties
The following sets forth any updates, qualifications, or exceptions to the representations and warranties of Mortgage Borrower and Mezzanine Borrower brought down in Sections 1 and 2 of this Certificate. Each item below includes a cross-reference to the specific Loan Agreement section to which the update, qualification, or exception relates, a description of the update, qualification, or exception, and a confirmation of the applicable Lender Party's written approval thereof.
None.
There are no updates, qualifications, or exceptions to the representations and warranties set forth in the Senior Loan Agreement or the Mezzanine Loan Agreement as brought down in Sections 1 and 2 of this Certificate. All representations and warranties are confirmed to be true, correct, and complete in all material respects as of the Closing Date, without qualification or exception.
If any disclosure items were required, such items would be listed in numbered format as follows: (1) Cross-reference to Loan Agreement section; (2) Description of update, qualification, or exception; (3) Date and form of Lender Party written approval (e.g., approval letter or email confirmation from Agent or Mezz Lender, as applicable).

BORROWER'S CLOSING CERTIFICATE

RECITALS

MORTGAGE BORROWER:

MEZZANINE BORROWER:

SCHEDULE 1

Record

Parties

Dates

Amounts