1031-00004 · Hudson Yards West Mortgage LLC · Closing

managers-certificate-hyw-mortgage.docx DOCUMENT Real Estate

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MANAGER'S CERTIFICATE

HUDSON YARDS WEST MORTGAGE LLC

a Delaware limited liability company

Delivered as of June 15, 2025

This Manager's Certificate (this "Certificate") is delivered by the undersigned in his capacity as the duly authorized Manager of Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Company" or "Mortgage Borrower"), to Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the "Agent"), for itself and for the benefit of each lender party to the Senior Loan Agreement described below (collectively with the Agent, the "Lender"), as of June 15, 2025 (the "Closing Date").

Reference is made to that certain Senior Mortgage Loan Agreement, dated as of the date hereof (the "Loan Agreement"), by and between the Mortgage Borrower, as borrower, and the Agent, as administrative agent for the Lender, pursuant to which the Lender has agreed to make a senior mortgage loan to the Mortgage Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Senior Loan"), secured by, among other things, a first-priority mortgage lien on the Mortgaged Property (as defined in the Loan Agreement).

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

RECITALS

WHEREAS, the undersigned is the duly appointed Manager of the Company, having been appointed to such position in accordance with the Limited Liability Company Agreement of the Company (the "Operating Agreement") and the written consent of the Sole Member (as defined below), and is authorized to execute and deliver this Certificate on behalf of the Company;

WHEREAS, this Certificate is delivered pursuant to Section 4.01(b)(iii) of the Loan Agreement as a condition precedent to the initial advance of the Senior Loan proceeds on the Closing Date, and is required to be delivered by the Company to the Agent in order to satisfy the closing conditions set forth therein;

WHEREAS, the undersigned has reviewed the Loan Agreement, the Senior Mortgage (the "Mortgage"), the Assignment of Leases and Rents, the Environmental Indemnity Agreement, the Guaranty, and all other documents, instruments, certificates, and agreements executed or to be executed in connection with the Senior Loan (collectively, including the Loan Agreement, the "Loan Documents"), and is fully familiar with the transactions contemplated thereby and with the affairs, operations, and organizational structure of the Company; and

WHEREAS, the undersigned makes the certifications contained herein with the knowledge and understanding that the Agent and each Lender is relying upon the accuracy and completeness of the statements, representations, and certifications contained herein in making the Senior Loan and in advancing the proceeds thereof on the Closing Date, and that the Agent and each Lender would not make the Senior Loan or advance the proceeds thereof without this Certificate and the certifications contained herein.

NOW, THEREFORE, the undersigned hereby certifies to the Agent and to each Lender, as of the Closing Date, as follows:

SECTION 1 — ORGANIZATION AND GOOD STANDING

1.1. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since the date of its original filing. The Company has the full limited liability company power and authority to own, lease, and operate its properties and assets, including the Mortgaged Property, and to carry on its business as presently conducted and as contemplated by the Loan Documents.

1.2. The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of New York, which is the jurisdiction in which the Mortgaged Property is located. The Mortgaged Property is commonly known as 450 West 34th Street, New York, New York 10001, and is more particularly described as being situated on Block 729, Lots 1, 5, 12, and 15, in the Borough of Manhattan, City, County, and State of New York, as more particularly described in Exhibit A to the Mortgage. The Company is not required to be qualified to transact business in any jurisdiction other than the State of Delaware (its jurisdiction of formation) and the State of New York (the jurisdiction in which the Mortgaged Property is located).

1.3. The Company has no subsidiaries and does not hold, directly or indirectly, any equity interest, membership interest, partnership interest, or other ownership interest in any other corporation, limited liability company, partnership, joint venture, trust, or other entity, except as specifically disclosed in the Loan Documents.

1.4. The Company's sole member is Metropolitan Transit Development Corp., an Illinois government instrumentality ("MTDC" or the "Sole Member"). MTDC holds one hundred percent (100%) of the membership interests in the Company. No other person or entity holds any membership interest, equity interest, or other ownership interest in the Company, and no person or entity has any right, option, warrant, or other instrument or agreement entitling such person or entity to acquire any membership interest or other ownership interest in the Company.

1.5. The Company's Employer Identification Number (EIN) assigned by the Internal Revenue Service is 92-4781536. The Company's Delaware file number assigned by the Secretary of State of the State of Delaware is 7298145.

SECTION 2 — AUTHORIZATION AND EXECUTION

2.1. The execution, delivery, and performance by the Company of each Loan Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Company, including, without limitation, the written consent of the Sole Member dated as of June 10, 2025 (the "Sole Member Consent"), a true, correct, and complete copy of which is attached hereto as Exhibit C. No further consent, approval, authorization, order, registration, qualification, or filing with or of any court, governmental authority, or regulatory body, or any further action by the Company, its Manager, or its Sole Member, is required in connection with the execution, delivery, and performance by the Company of the Loan Documents or the consummation of the transactions contemplated thereby.

2.2. The Manager executing the Loan Documents on behalf of the Company has been duly authorized to do so pursuant to (a) the Operating Agreement of the Company, which vests in the Manager the full power and authority to execute and deliver documents, instruments, and agreements on behalf of the Company, and (b) the Sole Member Consent, which specifically authorizes and directs the Manager to execute and deliver the Loan Documents on behalf of the Company and to take all actions necessary or desirable in connection with the Senior Loan and the transactions contemplated by the Loan Documents. True, correct, and complete copies of the Operating Agreement and the Sole Member Consent are attached hereto as Exhibit B and Exhibit C, respectively.

2.3. No vote, consent, approval, authorization, or other action of any other person or entity, including, without limitation, any governmental authority, regulatory body, creditor, or equity holder of the Company (other than those consents and approvals that have already been obtained and are in full force and effect as of the Closing Date), is required for the Company to (a) execute, deliver, and perform its obligations under the Loan Documents, (b) consummate the transactions contemplated by the Loan Documents, or (c) grant the liens and security interests contemplated by the Loan Documents.

SECTION 3 — ORGANIZATIONAL DOCUMENTS

3.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware (the "Certificate of Formation"). No amendments, restatements, supplements, certificates of correction, certificates of merger, or other modifications to the Certificate of Formation have been filed with the Secretary of State of the State of Delaware or any other governmental authority since the date of the original filing of the Certificate of Formation, and no such amendments, restatements, supplements, certificates of correction, certificates of merger, or other modifications are pending or contemplated.

3.2. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement (Operating Agreement) of the Company, as currently in full force and effect (the "Operating Agreement"), together with all amendments, modifications, supplements, side letters, and restatements thereto. No other amendments, modifications, supplements, side letters, restatements, or other changes to the Operating Agreement exist or are pending or contemplated, and the Operating Agreement constitutes the entire agreement among the members and the Manager of the Company with respect to the governance, management, and operation of the Company.

3.3. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Sole Member of the Company (the "Sole Member Consent"), duly executed by Metropolitan Transit Development Corp. as the Sole Member, authorizing the Senior Loan transaction and the execution and delivery of all Loan Documents by the Company and its Manager, and authorizing and directing the Manager to take all actions necessary or appropriate in connection therewith. The Sole Member Consent has not been revoked, amended, modified, rescinded, or superseded, and remains in full force and effect as of the Closing Date.

3.4. Attached hereto as Exhibit D is a certificate of good standing (or its equivalent, a certificate of status) for the Company issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Closing Date, confirming that the Company is in good standing under the laws of the State of Delaware.

3.5. Attached hereto as Exhibit E is a certificate of authority (or its equivalent qualification certificate or certificate of good standing for a foreign limited liability company) for the Company issued by the Secretary of State of the State of New York, dated not more than thirty (30) days prior to the Closing Date, confirming the Company's authority to transact business in the State of New York.

SECTION 4 — INCUMBENCY

4.1. The following sets forth the name, title, and specimen signature of each person who has been duly authorized to execute the Loan Documents and all other instruments, documents, certificates, and agreements on behalf of the Company in connection with the Senior Loan and the transactions contemplated by the Loan Documents:

4.2. Each of the persons identified in Section 4.1 above holds the office or position indicated opposite his name, has been duly appointed or elected to such office or position in accordance with the Operating Agreement and the Sole Member Consent, and continues to hold such office or position as of the Closing Date. The signatures set forth opposite the names of such persons in the table above are the genuine signatures of such persons. Each such person is duly authorized to execute, deliver, and perform on behalf of the Company any and all Loan Documents and any and all other instruments, documents, certificates, notices, requests, draw requests, and agreements required or permitted to be executed, delivered, or performed by the Company in connection with the Senior Loan.

4.3. No person other than those identified in Section 4.1 above is authorized to execute Loan Documents or other instruments or documents on behalf of the Company in connection with the Senior Loan, unless such person is subsequently designated in writing by the Manager with the prior written consent of the Agent.

SECTION 5 — REPRESENTATIONS AND WARRANTIES

5.1. Each of the representations and warranties made by the Company in the Loan Agreement and in each of the other Loan Documents to which the Company is a party is true, correct, and complete in all material respects as of the Closing Date, as though each such representation and warranty were made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned specifically confirms the truth, correctness, and completeness in all material respects, as of the Closing Date, of each of the following representations and warranties:

(a) Organization, Existence, Power, and Authority. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, has the full limited liability company power and authority to own and operate its properties and to carry on its business as now conducted and as contemplated by the Loan Documents, and is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification is required.

(b) Due Execution and Delivery; Binding Obligations. Each Loan Document to which the Company is a party has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

(c) No Conflicts. The execution, delivery, and performance by the Company of the Loan Documents do not and will not (i) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Operating Agreement of the Company, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under, any applicable law, statute, regulation, rule, ordinance, order, judgment, writ, injunction, or decree of any governmental authority applicable to the Company or the Mortgaged Property, or (iii) violate, conflict with, or result in a breach of, or constitute a default under, or result in the creation or imposition of any lien upon any property or assets of the Company (other than the liens created by the Loan Documents), under any indenture, mortgage, deed of trust, loan agreement, lease, ground lease, or other agreement or instrument to which the Company is a party or by which it or any of its properties or assets may be bound.

(d) No Consents Required. No consent, approval, authorization, license, permit, registration, qualification, order, or filing with or of any court, governmental authority, regulatory body, or any other person or entity is required in connection with the execution, delivery, and performance by the Company of the Loan Documents or the consummation of the transactions contemplated thereby, other than those that have been duly obtained or made and are in full force and effect as of the Closing Date.

(e) Compliance with Laws; Zoning. The Company is in compliance with all applicable laws, statutes, regulations, rules, ordinances, codes, orders, judgments, writs, injunctions, and decrees of all governmental authorities having jurisdiction over the Company and the Mortgaged Property, including, without limitation, all applicable zoning laws, building codes, land use regulations, and environmental laws. The current and contemplated use of the Mortgaged Property is permitted under, and complies in all material respects with, all applicable zoning laws and regulations, as confirmed by the zoning opinion delivered by Hargrove & Linden, P.C., dated April 15, 2025, addressed to the Company and the Agent, a copy of which has been delivered to the Agent.

(f) Financial Statements and Information. All financial statements, reports, certificates, and other information and data furnished by or on behalf of the Company to the Agent or any Lender in connection with the Senior Loan are true, correct, and complete in all material respects as of the date thereof 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 in light of the circumstances under which such statements were made. There has been no material adverse change in the financial condition, business, operations, assets, or prospects of the Company since the date of the most recent financial statements delivered to the Agent.

(g) No Litigation. There is no action, suit, claim, investigation, inquiry, arbitration, or proceeding (whether at law or in equity, whether civil, criminal, or administrative) pending or, to the knowledge of the undersigned, threatened against or affecting the Company, the Mortgaged Property, or any of the Company's properties, assets, or rights before any court, arbitrator, or governmental authority which, if adversely determined, could reasonably be expected to have a material adverse effect on the Company, the Mortgaged Property, or the ability of the Company to perform its obligations under the Loan Documents. The Company is not subject to or in default with respect to any final judgment, writ, injunction, decree, rule, or regulation of any court or governmental authority.

(h) No Default. No default or Event of Default (as defined in the Loan Agreement) exists under the Loan Agreement or under any other Loan Document, and no event has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute a default or an Event of Default under the Loan Agreement or any other Loan Document.

(i) Single Purpose Entity. The Company is a Single Purpose Entity ("SPE") in compliance with all SPE covenants contained in the Operating Agreement and in the Loan Agreement, including, without limitation, the requirements that the Company (A) does not own any asset other than the Mortgaged Property and assets incidental thereto, (B) does not engage in any business other than the ownership, operation, management, leasing, and financing of the Mortgaged Property and activities incidental thereto, (C) has not incurred any indebtedness other than the Senior Loan and trade payables incurred in the ordinary course of business, (D) maintains its own separate books, records, and bank accounts, (E) holds itself out to the public as a legal entity separate and distinct from any other entity, and (F) has at least one (1) independent director or independent manager, to the extent required by the Operating Agreement.

(j) ERISA. The Company is not, and will not be, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a "plan" within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). No "plan assets" (within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA) of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code are involved in the transactions contemplated by the Loan Documents. The execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not constitute or result in a non-exempt "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code.

(k) Anti-Money Laundering; Patriot Act; OFAC. The Company is not, and no person or entity that directly or indirectly controls, is controlled by, or is under common control with the Company is, a "Prohibited Person." For purposes of this Section 5.1(k), a "Prohibited Person" means any person or entity (A) listed on the Specially Designated Nationals and blocked Persons List ("SDN List") maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or on any other sanctions list maintained by OFAC or any other agency of the United States government, (B) that is a citizen or resident of, or organized or located in, a country or territory that is the subject of comprehensive sanctions administered by OFAC (including, as of the Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or (C) owned or controlled by, or acting on behalf of, any person or entity described in clause (A) or (B) above. The Company is in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act (Title III of Pub. L. 107-56), and all applicable sanctions laws, executive orders, and regulations administered by OFAC.

(l) Environmental. To the knowledge of the undersigned, no Hazardous Materials (as defined in the Loan Agreement) are present on, in, under, or about the Mortgaged Property in violation of any applicable Environmental Law (as defined in the Loan Agreement), and no Hazardous Materials conditions exist at, on, or about the Mortgaged Property, other than as specifically disclosed in the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), dated March 20, 2025 (the "Phase I ESA"), a copy of which has been delivered to the Agent. No release, discharge, spill, disposal, or migration of Hazardous Materials has occurred or is occurring at, on, from, or under the Mortgaged Property, except as disclosed in the Phase I ESA. No governmental authority has issued or, to the knowledge of the undersigned, threatened to issue any notice, order, directive, or complaint alleging any violation of any Environmental Law with respect to the Mortgaged Property.

(m) Title to Mortgaged Property. The Company holds good and marketable leasehold title to the Mortgaged Property, subject to the ground lease dated June 1, 2020, by and between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp. ("MTDC"), as tenant, recorded in the Office of the City Register of the City of New York, New York County, at City Register File Number ("CRFN") 2020000198762 (the "Ground Lease"), and subject only to those liens, encumbrances, restrictions, and exceptions set forth in the Loan Agreement as Permitted Encumbrances. The Company's leasehold interest in the Mortgaged Property is free and clear of all liens, claims, charges, encumbrances, security interests, and other defects of title, other than the liens created by the Loan Documents and the Permitted Encumbrances.

(n) Tax Matters. The Company has filed or caused to be filed all federal, state, and local tax returns and reports required to be filed by or with respect to the Company, and has paid or caused to be paid all taxes, assessments, fees, and other governmental charges due and payable by or with respect to the Company and the Mortgaged Property, including all real estate taxes and assessments, except for taxes not yet delinquent or taxes being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles. No tax liens have been filed against the Company or the Mortgaged Property, and no claims are being asserted in writing with respect to any taxes.

(o) No Bankruptcy or Insolvency. No petition in bankruptcy or for reorganization, arrangement, or similar relief under any federal or state bankruptcy or insolvency law has been filed by or against the Company, and no such filing is pending or contemplated by the Company. No receiver, trustee, custodian, liquidator, or similar official has been appointed for the Company or for any of its properties or assets, and no such appointment is pending or contemplated. The Company has not made an assignment for the benefit of creditors, nor has the Company admitted in writing its inability to pay its debts generally as they become due. The Company is solvent and will not be rendered insolvent by the transactions contemplated by the Loan Documents.

SECTION 6 — NO DEFAULT; NO MATERIAL ADVERSE CHANGE

6.1. No Event of Default, and no event or condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default, under the Loan Agreement or any other Loan Document has occurred and is continuing as of the Closing Date.

6.2. Since the date of formation of the Company, there has been no material adverse change in the business, assets, operations, financial condition, or prospects of the Company, and no event or circumstance has occurred that could reasonably be expected to result in a material adverse change in the business, assets, operations, financial condition, or prospects of the Company or in the ability of the Company to perform its obligations under the Loan Documents.

SECTION 7 — CONDITIONS PRECEDENT

7.1. To the knowledge of the undersigned, after due inquiry and investigation, all conditions precedent to the initial advance of the Senior Loan proceeds set forth in the Loan Agreement (including, without limitation, those conditions set forth in Article IV of the Loan Agreement) have been satisfied or will be satisfied on or before the Closing Date, or have been waived in writing by the Agent. Without limiting the generality of the foregoing, the undersigned confirms that (a) all Loan Documents have been duly executed and delivered by the Company, (b) all organizational documents, certificates, opinions of counsel, title insurance commitments, survey, insurance certificates, environmental reports, appraisals, and other deliverables required to be furnished by the Company to the Agent on or prior to the Closing Date have been so furnished or will be furnished on the Closing Date, and (c) no condition or circumstance exists that would prevent the satisfaction of any condition precedent to the initial advance of the Senior Loan proceeds.

SECTION 8 — INSURANCE

8.1. All insurance required to be maintained by the Company under the Loan Documents is in full force and effect as of the Closing Date. Such insurance includes, without limitation, builder's risk insurance (on an "all risk" completed value basis) in the amount of Five Hundred Million and 00/100 Dollars ($500,000,000.00), issued by Fortis Indemnity Insurance Co. (A.M. Best Rating: A, XV), arranged through Castleton Insurance Brokerage, Inc. (Brian Jessup, Account Executive), with policy effective dates and terms consistent with the requirements of the Loan Documents. The Agent has been listed as additional insured, mortgagee, and loss payee, as applicable and as required by the Loan Documents, on all such insurance policies. Certificates of insurance and, to the extent required, copies of all insurance policies, endorsements, and binders have been delivered to the Agent. All premiums due and payable with respect to such insurance policies have been paid in full.

SECTION 9 — GROUND LEASE

9.1. The Ground Lease, dated June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC"), as ground lessee, recorded in the Office of the City Register of the City of New York, New York County, at City Register File Number (CRFN) 2020000198762, is in full force and effect as of the Closing Date. The Ground Lease has not been amended, modified, supplemented, or assigned, except as disclosed in the Loan Documents and as consented to by the Agent.

9.2. No default or event of default by any party exists under the Ground Lease, and no event or condition has occurred which, with the giving of notice or passage of time, or both, would constitute a default or event of default under the Ground Lease. The Company has received no notice from NYCEDC of any claimed default or event of default under the Ground Lease.

9.3. All rent and other charges currently due and payable under the Ground Lease have been paid in full, including ground rent in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum, and no arrearages or unpaid charges exist with respect thereto.

9.4. All required consents, approvals, estoppels, and acknowledgments of the ground lessor (NYCEDC) in connection with the Senior Loan, the execution and delivery of the Loan Documents, and the granting of the mortgage lien on the Company's leasehold interest in the Mortgaged Property have been duly obtained, are unconditional (or subject only to conditions that have been satisfied), and are in full force and effect as of the Closing Date. Such consents include, without limitation, the Landlord Recognition Agreement and Estoppel Certificate dated as of the Closing Date, executed by NYCEDC, in form and substance acceptable to the Agent.

SECTION 10 — CONSTRUCTION MATTERS

10.1. The Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) between the Company, as owner, and Cobalt Construction Group, Inc. (the "General Contractor" or "GC"), as general contractor, in the guaranteed maximum price amount of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) (the "Construction Contract"), is in full force and effect as of the Closing Date, has been duly executed and delivered by each of the parties thereto, and constitutes the legal, valid, and binding obligation of the parties thereto, enforceable in accordance with its terms. No default or event of default by any party exists under the Construction Contract, and no event or condition has occurred which, with the giving of notice or passage of time, or both, would constitute a default or event of default thereunder. A true, correct, and complete copy of the Construction Contract, together with all amendments and change orders thereto, has been delivered to the Agent.

10.2. All governmental permits, licenses, approvals, and authorizations required for the commencement of construction of the improvements contemplated to be constructed on the Mortgaged Property (the "Improvements") have been duly obtained and are in full force and effect, including, without limitation:

(a) the Uniform Land Use Review Procedure ("ULURP") approval (Application No. C 230415 ZSM), including the approval of the City Planning Commission of the City of New York, dated September 12, 2023, and the approval of the City Council of the City of New York, dated October 25, 2023;

(b) all required building permits issued by the New York City Department of Buildings;

(d) all other permits, licenses, and approvals required by any federal, state, or local governmental authority having jurisdiction over the Mortgaged Property and the construction of the Improvements.

10.3. No governmental authority has issued, or to the knowledge of the undersigned threatened to issue, any order, notice, or directive requiring the cessation of construction activities at the Mortgaged Property or revoking, suspending, or limiting any permit or approval referenced in Section 10.2 above.

SECTION 11 — RELIANCE; SURVIVAL

11.1. This Certificate is delivered for the benefit of the Agent and each Lender, and may be relied upon by the Agent, each Lender, and their respective successors and assigns, as well as by Sentinel Title & Escrow Company (the "Title Company") in connection with the issuance of the lender's title insurance policy pursuant to Commitment No. STN-2025-MH-04178 issued by the Title Company. No person or entity other than the Agent, the Lenders, their respective successors and assigns, and the Title Company shall be entitled to rely upon this Certificate or the certifications contained herein.

11.2. The certifications, representations, and warranties contained herein shall survive the Closing Date and shall survive, and shall not be merged into or extinguished by, the initial advance and each subsequent advance of the Senior Loan proceeds, the execution and delivery of the Loan Documents, or the recording of the Mortgage or any other Loan Document. The certifications, representations, and warranties contained herein shall continue in full force and effect until all obligations of the Company under the Loan Documents have been indefeasibly paid and performed in full and the Loan Documents have been terminated in accordance with their terms.

SECTION 12 — GOVERNING LAW

12.1. This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO MANAGER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Manager's Certificate as of the Closing Date first written above.

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company

By: ________

Name: Marcus T. Jennings

Title: Manager

Date: June 15, 2025

EXHIBIT A

Certificate of Formation of Hudson Yards West Mortgage LLC

as filed with the Secretary of State of the State of Delaware

[Attached hereto is a true, correct, and complete certified copy of the Certificate of Formation of Hudson Yards West Mortgage LLC as filed with the Secretary of State of the State of Delaware. No amendments, restatements, supplements, or other modifications to the Certificate of Formation have been filed since the date of its original filing.]

See attached.

EXHIBIT B

Limited Liability Company Agreement (Operating Agreement) of Hudson Yards West Mortgage LLC

together with all amendments and modifications thereto

[Attached hereto is a true, correct, and complete copy of the Limited Liability Company Agreement (Operating Agreement) of Hudson Yards West Mortgage LLC, as currently in full force and effect, together with all amendments and modifications thereto. The Operating Agreement reflects, among other things, (a) Metropolitan Transit Development Corp. ("MTDC") as the Sole Member of the Company, (b) the appointment of the Manager and the grant of authority to the Manager to execute and deliver documents on behalf of the Company, (c) Single Purpose Entity (SPE) covenants required in connection with the Senior Loan, and (d) all authorization provisions relating to the borrowing of indebtedness and the granting of liens and security interests in connection therewith. No other amendments, modifications, supplements, or restatements to the Operating Agreement exist or are pending.]

See attached.

EXHIBIT C

Written Consent of the Sole Member of Hudson Yards West Mortgage LLC

Action by Written Consent of Metropolitan Transit Development Corp., as Sole Member

[Attached hereto is a true, correct, and complete copy of the Written Consent of Metropolitan Transit Development Corp. ("MTDC"), an Illinois government instrumentality, acting in its capacity as the Sole Member of Hudson Yards West Mortgage LLC (the "Company"), authorizing and approving the following actions on behalf of the Company:

(i) the entry by the Company into the Senior Mortgage Loan Agreement, dated as of June 15, 2025, with Ironclad National Bank, N.A., as administrative agent, in the original principal amount of $475,000,000;

(ii) the execution and delivery by the Company of all Loan Documents in connection with the Senior Loan, including the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity Agreement, and all other instruments, documents, and agreements required thereunder;

(iii) the appointment and confirmation of Marcus T. Jennings (Vice President, Real Estate Development of MTDC) as Manager of the Company, with full power and authority to execute and deliver the Loan Documents and to take all actions necessary or desirable in connection with the Senior Loan and the transactions contemplated by the Loan Documents; and

(iv) the authorization of David R. Harrington (Executive Director of MTDC) as an alternate signatory authorized to execute Loan Documents and related instruments on behalf of the Company in the absence or unavailability of the Manager.

The Written Consent was duly adopted in accordance with MTDC's governing documents and applicable law, and was authorized by resolution of the Board of Directors of MTDC (Margaret Kowalski, Chair, Board of Directors; David R. Harrington, Executive Director). The Written Consent has not been amended, modified, revoked, rescinded, or superseded and remains in full force and effect as of the Closing Date.]

See attached.

EXHIBIT D

Certificate of Good Standing (Certificate of Status) of Hudson Yards West Mortgage LLC

Issued by the Secretary of State of the State of Delaware

[Attached hereto is a certificate of good standing (or certificate of status) for Hudson Yards West Mortgage LLC issued by the Secretary of State of the State of Delaware, dated within thirty (30) days prior to June 15, 2025 (the Closing Date), confirming that the Company is duly formed and in good standing under the laws of the State of Delaware.]

See attached.

EXHIBIT E

Certificate of Authority / Good Standing of Hudson Yards West Mortgage LLC

Issued by the Secretary of State of the State of New York

[Attached hereto is a certificate of authority (or equivalent qualification certificate) for Hudson Yards West Mortgage LLC issued by the Secretary of State of the State of New York, dated within thirty (30) days prior to June 15, 2025 (the Closing Date), confirming the Company's authority to transact business in the State of New York as a foreign limited liability company.]

See attached.

Name	Title	Specimen Signature
Marcus T. Jennings	Manager (serving in his capacity as Vice President, Real Estate Development of Metropolitan Transit Development Corp.)	_______
David R. Harrington	Alternate Signatory / Executive Director of Metropolitan Transit Development Corp. (authorized to act on behalf of the Manager in connection with the Senior Loan)	_______

MANAGER'S CERTIFICATE
OF
HUDSON YARDS WEST MORTGAGE LLC
a Delaware limited liability company
Delivered as of June 15, 2025
This Manager's Certificate (this "Certificate") is delivered by the undersigned in his capacity as the duly authorized Manager of Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Company" or "Mortgage Borrower"), to Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the "Agent"), for itself and for the benefit of each lender party to the Senior Loan Agreement described below (collectively with the Agent, the "Lender"), as of June 15, 2025 (the "Closing Date").
Reference is made to that certain Senior Mortgage Loan Agreement, dated as of the date hereof (the "Loan Agreement"), by and between the Mortgage Borrower, as borrower, and the Agent, as administrative agent for the Lender, pursuant to which the Lender has agreed to make a senior mortgage loan to the Mortgage Borrower in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Senior Loan"), secured by, among other things, a first-priority mortgage lien on the Mortgaged Property (as defined in the Loan Agreement).
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
RECITALS
WHEREAS, the undersigned is the duly appointed Manager of the Company, having been appointed to such position in accordance with the Limited Liability Company Agreement of the Company (the "Operating Agreement") and the written consent of the Sole Member (as defined below), and is authorized to execute and deliver this Certificate on behalf of the Company;
WHEREAS, this Certificate is delivered pursuant to Section 4.01(b)(iii) of the Loan Agreement as a condition precedent to the initial advance of the Senior Loan proceeds on the Closing Date, and is required to be delivered by the Company to the Agent in order to satisfy the closing conditions set forth therein;
WHEREAS, the undersigned has reviewed the Loan Agreement, the Senior Mortgage (the "Mortgage"), the Assignment of Leases and Rents, the Environmental Indemnity Agreement, the Guaranty, and all other documents, instruments, certificates, and agreements executed or to be executed in connection with the Senior Loan (collectively, including the Loan Agreement, the "Loan Documents"), and is fully familiar with the transactions contemplated thereby and with the affairs, operations, and organizational structure of the Company; and
WHEREAS, the undersigned makes the certifications contained herein with the knowledge and understanding that the Agent and each Lender is relying upon the accuracy and completeness of the statements, representations, and certifications contained herein in making the Senior Loan and in advancing the proceeds thereof on the Closing Date, and that the Agent and each Lender would not make the Senior Loan or advance the proceeds thereof without this Certificate and the certifications contained herein.
NOW, THEREFORE, the undersigned hereby certifies to the Agent and to each Lender, as of the Closing Date, as follows:
SECTION 1 — ORGANIZATION AND GOOD STANDING
1.1. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since the date of its original filing. The Company has the full limited liability company power and authority to own, lease, and operate its properties and assets, including the Mortgaged Property, and to carry on its business as presently conducted and as contemplated by the Loan Documents.
1.2. The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of New York, which is the jurisdiction in which the Mortgaged Property is located. The Mortgaged Property is commonly known as 450 West 34th Street, New York, New York 10001, and is more particularly described as being situated on Block 729, Lots 1, 5, 12, and 15, in the Borough of Manhattan, City, County, and State of New York, as more particularly described in Exhibit A to the Mortgage. The Company is not required to be qualified to transact business in any jurisdiction other than the State of Delaware (its jurisdiction of formation) and the State of New York (the jurisdiction in which the Mortgaged Property is located).
1.3. The Company has no subsidiaries and does not hold, directly or indirectly, any equity interest, membership interest, partnership interest, or other ownership interest in any other corporation, limited liability company, partnership, joint venture, trust, or other entity, except as specifically disclosed in the Loan Documents.
1.4. The Company's sole member is Metropolitan Transit Development Corp., an Illinois government instrumentality ("MTDC" or the "Sole Member"). MTDC holds one hundred percent (100%) of the membership interests in the Company. No other person or entity holds any membership interest, equity interest, or other ownership interest in the Company, and no person or entity has any right, option, warrant, or other instrument or agreement entitling such person or entity to acquire any membership interest or other ownership interest in the Company.
1.5. The Company's Employer Identification Number (EIN) assigned by the Internal Revenue Service is 92-4781536. The Company's Delaware file number assigned by the Secretary of State of the State of Delaware is 7298145.
SECTION 2 — AUTHORIZATION AND EXECUTION
2.1. The execution, delivery, and performance by the Company of each Loan Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Company, including, without limitation, the written consent of the Sole Member dated as of June 10, 2025 (the "Sole Member Consent"), a true, correct, and complete copy of which is attached hereto as Exhibit C. No further consent, approval, authorization, order, registration, qualification, or filing with or of any court, governmental authority, or regulatory body, or any further action by the Company, its Manager, or its Sole Member, is required in connection with the execution, delivery, and performance by the Company of the Loan Documents or the consummation of the transactions contemplated thereby.
2.2. The Manager executing the Loan Documents on behalf of the Company has been duly authorized to do so pursuant to (a) the Operating Agreement of the Company, which vests in the Manager the full power and authority to execute and deliver documents, instruments, and agreements on behalf of the Company, and (b) the Sole Member Consent, which specifically authorizes and directs the Manager to execute and deliver the Loan Documents on behalf of the Company and to take all actions necessary or desirable in connection with the Senior Loan and the transactions contemplated by the Loan Documents. True, correct, and complete copies of the Operating Agreement and the Sole Member Consent are attached hereto as Exhibit B and Exhibit C, respectively.
2.3. No vote, consent, approval, authorization, or other action of any other person or entity, including, without limitation, any governmental authority, regulatory body, creditor, or equity holder of the Company (other than those consents and approvals that have already been obtained and are in full force and effect as of the Closing Date), is required for the Company to (a) execute, deliver, and perform its obligations under the Loan Documents, (b) consummate the transactions contemplated by the Loan Documents, or (c) grant the liens and security interests contemplated by the Loan Documents.
SECTION 3 — ORGANIZATIONAL DOCUMENTS
3.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware (the "Certificate of Formation"). No amendments, restatements, supplements, certificates of correction, certificates of merger, or other modifications to the Certificate of Formation have been filed with the Secretary of State of the State of Delaware or any other governmental authority since the date of the original filing of the Certificate of Formation, and no such amendments, restatements, supplements, certificates of correction, certificates of merger, or other modifications are pending or contemplated.
3.2. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement (Operating Agreement) of the Company, as currently in full force and effect (the "Operating Agreement"), together with all amendments, modifications, supplements, side letters, and restatements thereto. No other amendments, modifications, supplements, side letters, restatements, or other changes to the Operating Agreement exist or are pending or contemplated, and the Operating Agreement constitutes the entire agreement among the members and the Manager of the Company with respect to the governance, management, and operation of the Company.
3.3. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Sole Member of the Company (the "Sole Member Consent"), duly executed by Metropolitan Transit Development Corp. as the Sole Member, authorizing the Senior Loan transaction and the execution and delivery of all Loan Documents by the Company and its Manager, and authorizing and directing the Manager to take all actions necessary or appropriate in connection therewith. The Sole Member Consent has not been revoked, amended, modified, rescinded, or superseded, and remains in full force and effect as of the Closing Date.
3.4. Attached hereto as Exhibit D is a certificate of good standing (or its equivalent, a certificate of status) for the Company issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Closing Date, confirming that the Company is in good standing under the laws of the State of Delaware.
3.5. Attached hereto as Exhibit E is a certificate of authority (or its equivalent qualification certificate or certificate of good standing for a foreign limited liability company) for the Company issued by the Secretary of State of the State of New York, dated not more than thirty (30) days prior to the Closing Date, confirming the Company's authority to transact business in the State of New York.
SECTION 4 — INCUMBENCY
4.1. The following sets forth the name, title, and specimen signature of each person who has been duly authorized to execute the Loan Documents and all other instruments, documents, certificates, and agreements on behalf of the Company in connection with the Senior Loan and the transactions contemplated by the Loan Documents:
4.2. Each of the persons identified in Section 4.1 above holds the office or position indicated opposite his name, has been duly appointed or elected to such office or position in accordance with the Operating Agreement and the Sole Member Consent, and continues to hold such office or position as of the Closing Date. The signatures set forth opposite the names of such persons in the table above are the genuine signatures of such persons. Each such person is duly authorized to execute, deliver, and perform on behalf of the Company any and all Loan Documents and any and all other instruments, documents, certificates, notices, requests, draw requests, and agreements required or permitted to be executed, delivered, or performed by the Company in connection with the Senior Loan.
4.3. No person other than those identified in Section 4.1 above is authorized to execute Loan Documents or other instruments or documents on behalf of the Company in connection with the Senior Loan, unless such person is subsequently designated in writing by the Manager with the prior written consent of the Agent.
SECTION 5 — REPRESENTATIONS AND WARRANTIES
5.1. Each of the representations and warranties made by the Company in the Loan Agreement and in each of the other Loan Documents to which the Company is a party is true, correct, and complete in all material respects as of the Closing Date, as though each such representation and warranty were made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned specifically confirms the truth, correctness, and completeness in all material respects, as of the Closing Date, of each of the following representations and warranties:
(a) Organization, Existence, Power, and Authority. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, has the full limited liability company power and authority to own and operate its properties and to carry on its business as now conducted and as contemplated by the Loan Documents, and is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification is required.
(b) Due Execution and Delivery; Binding Obligations. Each Loan Document to which the Company is a party has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(c) No Conflicts. The execution, delivery, and performance by the Company of the Loan Documents do not and will not (i) violate, conflict with, or result in a breach of any provision of the Certificate of Formation or the Operating Agreement of the Company, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under, any applicable law, statute, regulation, rule, ordinance, order, judgment, writ, injunction, or decree of any governmental authority applicable to the Company or the Mortgaged Property, or (iii) violate, conflict with, or result in a breach of, or constitute a default under, or result in the creation or imposition of any lien upon any property or assets of the Company (other than the liens created by the Loan Documents), under any indenture, mortgage, deed of trust, loan agreement, lease, ground lease, or other agreement or instrument to which the Company is a party or by which it or any of its properties or assets may be bound.
(d) No Consents Required. No consent, approval, authorization, license, permit, registration, qualification, order, or filing with or of any court, governmental authority, regulatory body, or any other person or entity is required in connection with the execution, delivery, and performance by the Company of the Loan Documents or the consummation of the transactions contemplated thereby, other than those that have been duly obtained or made and are in full force and effect as of the Closing Date.
(e) Compliance with Laws; Zoning. The Company is in compliance with all applicable laws, statutes, regulations, rules, ordinances, codes, orders, judgments, writs, injunctions, and decrees of all governmental authorities having jurisdiction over the Company and the Mortgaged Property, including, without limitation, all applicable zoning laws, building codes, land use regulations, and environmental laws. The current and contemplated use of the Mortgaged Property is permitted under, and complies in all material respects with, all applicable zoning laws and regulations, as confirmed by the zoning opinion delivered by Hargrove & Linden, P.C., dated April 15, 2025, addressed to the Company and the Agent, a copy of which has been delivered to the Agent.
(f) Financial Statements and Information. All financial statements, reports, certificates, and other information and data furnished by or on behalf of the Company to the Agent or any Lender in connection with the Senior Loan are true, correct, and complete in all material respects as of the date thereof 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 in light of the circumstances under which such statements were made. There has been no material adverse change in the financial condition, business, operations, assets, or prospects of the Company since the date of the most recent financial statements delivered to the Agent.
(g) No Litigation. There is no action, suit, claim, investigation, inquiry, arbitration, or proceeding (whether at law or in equity, whether civil, criminal, or administrative) pending or, to the knowledge of the undersigned, threatened against or affecting the Company, the Mortgaged Property, or any of the Company's properties, assets, or rights before any court, arbitrator, or governmental authority which, if adversely determined, could reasonably be expected to have a material adverse effect on the Company, the Mortgaged Property, or the ability of the Company to perform its obligations under the Loan Documents. The Company is not subject to or in default with respect to any final judgment, writ, injunction, decree, rule, or regulation of any court or governmental authority.
(h) No Default. No default or Event of Default (as defined in the Loan Agreement) exists under the Loan Agreement or under any other Loan Document, and no event has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute a default or an Event of Default under the Loan Agreement or any other Loan Document.
(i) Single Purpose Entity. The Company is a Single Purpose Entity ("SPE") in compliance with all SPE covenants contained in the Operating Agreement and in the Loan Agreement, including, without limitation, the requirements that the Company (A) does not own any asset other than the Mortgaged Property and assets incidental thereto, (B) does not engage in any business other than the ownership, operation, management, leasing, and financing of the Mortgaged Property and activities incidental thereto, (C) has not incurred any indebtedness other than the Senior Loan and trade payables incurred in the ordinary course of business, (D) maintains its own separate books, records, and bank accounts, (E) holds itself out to the public as a legal entity separate and distinct from any other entity, and (F) has at least one (1) independent director or independent manager, to the extent required by the Operating Agreement.
(j) ERISA. The Company is not, and will not be, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a "plan" within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). No "plan assets" (within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA) of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code are involved in the transactions contemplated by the Loan Documents. The execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not constitute or result in a non-exempt "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code.
(k) Anti-Money Laundering; Patriot Act; OFAC. The Company is not, and no person or entity that directly or indirectly controls, is controlled by, or is under common control with the Company is, a "Prohibited Person." For purposes of this Section 5.1(k), a "Prohibited Person" means any person or entity (A) listed on the Specially Designated Nationals and blocked Persons List ("SDN List") maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or on any other sanctions list maintained by OFAC or any other agency of the United States government, (B) that is a citizen or resident of, or organized or located in, a country or territory that is the subject of comprehensive sanctions administered by OFAC (including, as of the Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or (C) owned or controlled by, or acting on behalf of, any person or entity described in clause (A) or (B) above. The Company is in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act (Title III of Pub. L. 107-56), and all applicable sanctions laws, executive orders, and regulations administered by OFAC.
(l) Environmental. To the knowledge of the undersigned, no Hazardous Materials (as defined in the Loan Agreement) are present on, in, under, or about the Mortgaged Property in violation of any applicable Environmental Law (as defined in the Loan Agreement), and no Hazardous Materials conditions exist at, on, or about the Mortgaged Property, other than as specifically disclosed in the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), dated March 20, 2025 (the "Phase I ESA"), a copy of which has been delivered to the Agent. No release, discharge, spill, disposal, or migration of Hazardous Materials has occurred or is occurring at, on, from, or under the Mortgaged Property, except as disclosed in the Phase I ESA. No governmental authority has issued or, to the knowledge of the undersigned, threatened to issue any notice, order, directive, or complaint alleging any violation of any Environmental Law with respect to the Mortgaged Property.
(m) Title to Mortgaged Property. The Company holds good and marketable leasehold title to the Mortgaged Property, subject to the ground lease dated June 1, 2020, by and between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp. ("MTDC"), as tenant, recorded in the Office of the City Register of the City of New York, New York County, at City Register File Number ("CRFN") 2020000198762 (the "Ground Lease"), and subject only to those liens, encumbrances, restrictions, and exceptions set forth in the Loan Agreement as Permitted Encumbrances. The Company's leasehold interest in the Mortgaged Property is free and clear of all liens, claims, charges, encumbrances, security interests, and other defects of title, other than the liens created by the Loan Documents and the Permitted Encumbrances.
(n) Tax Matters. The Company has filed or caused to be filed all federal, state, and local tax returns and reports required to be filed by or with respect to the Company, and has paid or caused to be paid all taxes, assessments, fees, and other governmental charges due and payable by or with respect to the Company and the Mortgaged Property, including all real estate taxes and assessments, except for taxes not yet delinquent or taxes being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles. No tax liens have been filed against the Company or the Mortgaged Property, and no claims are being asserted in writing with respect to any taxes.
(o) No Bankruptcy or Insolvency. No petition in bankruptcy or for reorganization, arrangement, or similar relief under any federal or state bankruptcy or insolvency law has been filed by or against the Company, and no such filing is pending or contemplated by the Company. No receiver, trustee, custodian, liquidator, or similar official has been appointed for the Company or for any of its properties or assets, and no such appointment is pending or contemplated. The Company has not made an assignment for the benefit of creditors, nor has the Company admitted in writing its inability to pay its debts generally as they become due. The Company is solvent and will not be rendered insolvent by the transactions contemplated by the Loan Documents.
SECTION 6 — NO DEFAULT; NO MATERIAL ADVERSE CHANGE
6.1. No Event of Default, and no event or condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default, under the Loan Agreement or any other Loan Document has occurred and is continuing as of the Closing Date.
6.2. Since the date of formation of the Company, there has been no material adverse change in the business, assets, operations, financial condition, or prospects of the Company, and no event or circumstance has occurred that could reasonably be expected to result in a material adverse change in the business, assets, operations, financial condition, or prospects of the Company or in the ability of the Company to perform its obligations under the Loan Documents.
SECTION 7 — CONDITIONS PRECEDENT
7.1. To the knowledge of the undersigned, after due inquiry and investigation, all conditions precedent to the initial advance of the Senior Loan proceeds set forth in the Loan Agreement (including, without limitation, those conditions set forth in Article IV of the Loan Agreement) have been satisfied or will be satisfied on or before the Closing Date, or have been waived in writing by the Agent. Without limiting the generality of the foregoing, the undersigned confirms that (a) all Loan Documents have been duly executed and delivered by the Company, (b) all organizational documents, certificates, opinions of counsel, title insurance commitments, survey, insurance certificates, environmental reports, appraisals, and other deliverables required to be furnished by the Company to the Agent on or prior to the Closing Date have been so furnished or will be furnished on the Closing Date, and (c) no condition or circumstance exists that would prevent the satisfaction of any condition precedent to the initial advance of the Senior Loan proceeds.
SECTION 8 — INSURANCE
8.1. All insurance required to be maintained by the Company under the Loan Documents is in full force and effect as of the Closing Date. Such insurance includes, without limitation, builder's risk insurance (on an "all risk" completed value basis) in the amount of Five Hundred Million and 00/100 Dollars ($500,000,000.00), issued by Fortis Indemnity Insurance Co. (A.M. Best Rating: A, XV), arranged through Castleton Insurance Brokerage, Inc. (Brian Jessup, Account Executive), with policy effective dates and terms consistent with the requirements of the Loan Documents. The Agent has been listed as additional insured, mortgagee, and loss payee, as applicable and as required by the Loan Documents, on all such insurance policies. Certificates of insurance and, to the extent required, copies of all insurance policies, endorsements, and binders have been delivered to the Agent. All premiums due and payable with respect to such insurance policies have been paid in full.
SECTION 9 — GROUND LEASE
9.1. The Ground Lease, dated June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC"), as ground lessee, recorded in the Office of the City Register of the City of New York, New York County, at City Register File Number (CRFN) 2020000198762, is in full force and effect as of the Closing Date. The Ground Lease has not been amended, modified, supplemented, or assigned, except as disclosed in the Loan Documents and as consented to by the Agent.
9.2. No default or event of default by any party exists under the Ground Lease, and no event or condition has occurred which, with the giving of notice or passage of time, or both, would constitute a default or event of default under the Ground Lease. The Company has received no notice from NYCEDC of any claimed default or event of default under the Ground Lease.
9.3. All rent and other charges currently due and payable under the Ground Lease have been paid in full, including ground rent in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum, and no arrearages or unpaid charges exist with respect thereto.
9.4. All required consents, approvals, estoppels, and acknowledgments of the ground lessor (NYCEDC) in connection with the Senior Loan, the execution and delivery of the Loan Documents, and the granting of the mortgage lien on the Company's leasehold interest in the Mortgaged Property have been duly obtained, are unconditional (or subject only to conditions that have been satisfied), and are in full force and effect as of the Closing Date. Such consents include, without limitation, the Landlord Recognition Agreement and Estoppel Certificate dated as of the Closing Date, executed by NYCEDC, in form and substance acceptable to the Agent.
SECTION 10 — CONSTRUCTION MATTERS
10.1. The Guaranteed Maximum Price Construction Contract (Contract No. CCG-HYW-2025-001) between the Company, as owner, and Cobalt Construction Group, Inc. (the "General Contractor" or "GC"), as general contractor, in the guaranteed maximum price amount of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) (the "Construction Contract"), is in full force and effect as of the Closing Date, has been duly executed and delivered by each of the parties thereto, and constitutes the legal, valid, and binding obligation of the parties thereto, enforceable in accordance with its terms. No default or event of default by any party exists under the Construction Contract, and no event or condition has occurred which, with the giving of notice or passage of time, or both, would constitute a default or event of default thereunder. A true, correct, and complete copy of the Construction Contract, together with all amendments and change orders thereto, has been delivered to the Agent.
10.2. All governmental permits, licenses, approvals, and authorizations required for the commencement of construction of the improvements contemplated to be constructed on the Mortgaged Property (the "Improvements") have been duly obtained and are in full force and effect, including, without limitation:
(a) the Uniform Land Use Review Procedure ("ULURP") approval (Application No. C 230415 ZSM), including the approval of the City Planning Commission of the City of New York, dated September 12, 2023, and the approval of the City Council of the City of New York, dated October 25, 2023;
(b) all required building permits issued by the New York City Department of Buildings;
(c) all environmental approvals and clearances required by applicable law; and
(d) all other permits, licenses, and approvals required by any federal, state, or local governmental authority having jurisdiction over the Mortgaged Property and the construction of the Improvements.
10.3. No governmental authority has issued, or to the knowledge of the undersigned threatened to issue, any order, notice, or directive requiring the cessation of construction activities at the Mortgaged Property or revoking, suspending, or limiting any permit or approval referenced in Section 10.2 above.
SECTION 11 — RELIANCE; SURVIVAL
11.1. This Certificate is delivered for the benefit of the Agent and each Lender, and may be relied upon by the Agent, each Lender, and their respective successors and assigns, as well as by Sentinel Title & Escrow Company (the "Title Company") in connection with the issuance of the lender's title insurance policy pursuant to Commitment No. STN-2025-MH-04178 issued by the Title Company. No person or entity other than the Agent, the Lenders, their respective successors and assigns, and the Title Company shall be entitled to rely upon this Certificate or the certifications contained herein.
11.2. The certifications, representations, and warranties contained herein shall survive the Closing Date and shall survive, and shall not be merged into or extinguished by, the initial advance and each subsequent advance of the Senior Loan proceeds, the execution and delivery of the Loan Documents, or the recording of the Mortgage or any other Loan Document. The certifications, representations, and warranties contained herein shall continue in full force and effect until all obligations of the Company under the Loan Documents have been indefeasibly paid and performed in full and the Loan Documents have been terminated in accordance with their terms.
SECTION 12 — GOVERNING LAW
12.1. This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
[Remainder of this page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE TO MANAGER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Manager's Certificate as of the Closing Date first written above.
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company
By: ________
Name: Marcus T. Jennings
Title: Manager
Date: June 15, 2025
EXHIBIT A
Certificate of Formation of Hudson Yards West Mortgage LLC
as filed with the Secretary of State of the State of Delaware
[Attached hereto is a true, correct, and complete certified copy of the Certificate of Formation of Hudson Yards West Mortgage LLC as filed with the Secretary of State of the State of Delaware. No amendments, restatements, supplements, or other modifications to the Certificate of Formation have been filed since the date of its original filing.]
See attached.
EXHIBIT B
Limited Liability Company Agreement (Operating Agreement) of Hudson Yards West Mortgage LLC
together with all amendments and modifications thereto
[Attached hereto is a true, correct, and complete copy of the Limited Liability Company Agreement (Operating Agreement) of Hudson Yards West Mortgage LLC, as currently in full force and effect, together with all amendments and modifications thereto. The Operating Agreement reflects, among other things, (a) Metropolitan Transit Development Corp. ("MTDC") as the Sole Member of the Company, (b) the appointment of the Manager and the grant of authority to the Manager to execute and deliver documents on behalf of the Company, (c) Single Purpose Entity (SPE) covenants required in connection with the Senior Loan, and (d) all authorization provisions relating to the borrowing of indebtedness and the granting of liens and security interests in connection therewith. No other amendments, modifications, supplements, or restatements to the Operating Agreement exist or are pending.]
See attached.
EXHIBIT C
Written Consent of the Sole Member of Hudson Yards West Mortgage LLC
Action by Written Consent of Metropolitan Transit Development Corp., as Sole Member
[Attached hereto is a true, correct, and complete copy of the Written Consent of Metropolitan Transit Development Corp. ("MTDC"), an Illinois government instrumentality, acting in its capacity as the Sole Member of Hudson Yards West Mortgage LLC (the "Company"), authorizing and approving the following actions on behalf of the Company:
(i) the entry by the Company into the Senior Mortgage Loan Agreement, dated as of June 15, 2025, with Ironclad National Bank, N.A., as administrative agent, in the original principal amount of $475,000,000;
(ii) the execution and delivery by the Company of all Loan Documents in connection with the Senior Loan, including the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity Agreement, and all other instruments, documents, and agreements required thereunder;
(iii) the appointment and confirmation of Marcus T. Jennings (Vice President, Real Estate Development of MTDC) as Manager of the Company, with full power and authority to execute and deliver the Loan Documents and to take all actions necessary or desirable in connection with the Senior Loan and the transactions contemplated by the Loan Documents; and
(iv) the authorization of David R. Harrington (Executive Director of MTDC) as an alternate signatory authorized to execute Loan Documents and related instruments on behalf of the Company in the absence or unavailability of the Manager.
The Written Consent was duly adopted in accordance with MTDC's governing documents and applicable law, and was authorized by resolution of the Board of Directors of MTDC (Margaret Kowalski, Chair, Board of Directors; David R. Harrington, Executive Director). The Written Consent has not been amended, modified, revoked, rescinded, or superseded and remains in full force and effect as of the Closing Date.]
See attached.
EXHIBIT D
Certificate of Good Standing (Certificate of Status) of Hudson Yards West Mortgage LLC
Issued by the Secretary of State of the State of Delaware
[Attached hereto is a certificate of good standing (or certificate of status) for Hudson Yards West Mortgage LLC issued by the Secretary of State of the State of Delaware, dated within thirty (30) days prior to June 15, 2025 (the Closing Date), confirming that the Company is duly formed and in good standing under the laws of the State of Delaware.]
See attached.
EXHIBIT E
Certificate of Authority / Good Standing of Hudson Yards West Mortgage LLC
Issued by the Secretary of State of the State of New York
[Attached hereto is a certificate of authority (or equivalent qualification certificate) for Hudson Yards West Mortgage LLC issued by the Secretary of State of the State of New York, dated within thirty (30) days prior to June 15, 2025 (the Closing Date), confirming the Company's authority to transact business in the State of New York as a foreign limited liability company.]
See attached.
Name | Title | Specimen Signature
Marcus T. Jennings | Manager (serving in his capacity as Vice President, Real Estate Development of Metropolitan Transit Development Corp.) | _______
David R. Harrington | Alternate Signatory / Executive Director of Metropolitan Transit Development Corp. (authorized to act on behalf of the Manager in connection with the Senior Loan) | _______

MANAGER'S CERTIFICATE

HUDSON YARDS WEST MORTGAGE LLC

RECITALS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

Record

Parties

Dates

Amounts