1031-00004 · Hudson Yards West Mortgage LLC · Closing

officers-certificate-mtdc.docx DOCUMENT Real Estate

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OFFICER'S CERTIFICATE

Incumbency, Resolutions, and Authorization

METROPOLITAN TRANSIT DEVELOPMENT CORP.

a government instrumentality organized under the laws of the State of Illinois

Dated as of June 15, 2025

Delivered in connection with the closing of the Senior Mortgage Loan in the original principal amount of $475,000,000 and the Mezzanine Loan in the original principal amount of $200,000,000 for the Hudson Yards West Project located at 450 West 34th Street, New York, New York 10001

RECITALS

Each of the undersigned, David Harrington and Priya Subramanian, hereby certifies, represents, and warrants to the parties identified in Section 8 hereof as follows:

David Harrington states that he is the duly appointed Executive Director of Metropolitan Transit Development Corp., a government instrumentality organized and validly existing under the laws of the State of Illinois ("MTDC" or the "Corporation"), and has served in such capacity since March 1, 2019. Priya Subramanian states that she is the duly appointed Chief Financial Officer of MTDC and has served in such capacity since September 15, 2021. Each of the undersigned is authorized to execute and deliver this Officer's Certificate (this "Certificate") on behalf of the Corporation.

The principal office of MTDC is located at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604. The federal employer identification number of MTDC is 36-2847501.

MTDC is the sole member of Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower" or "HYW Mortgage"), and the sole member of Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower" or "HYW Mezzanine"). The Mortgage Borrower and the Mezzanine Borrower are sometimes referred to herein individually as a "Borrower" and collectively as the "Borrowers."

The Mortgage Borrower is entering into a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Mortgage Loan") with Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the "Agent"), for itself and on behalf of a syndicate of lenders consisting of Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (together with the Agent in its capacity as a lender, collectively, the "Senior Lenders"), pursuant to that certain Senior Loan Agreement dated as of the date hereof (the "Senior Loan Agreement").

The Mezzanine Borrower is entering into a mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan" and, together with the Senior Mortgage Loan, the "Loans") with Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezzanine Lender"), pursuant to that certain Mezzanine Loan Agreement dated as of the date hereof (the "Mezzanine Loan Agreement").

The total financing for the Hudson Yards West project located at 450 West 34th Street, New York, New York 10001 (the "Project") is Six Hundred Seventy-Five Million Dollars ($675,000,000), consisting of the Senior Mortgage Loan and the Mezzanine Loan. The total estimated project cost is Nine Hundred Twenty Million Dollars ($920,000,000). MTDC is making an equity contribution in the aggregate amount of Two Hundred Million Dollars ($200,000,000) to the Borrowers in connection with the Project.

In connection with the Loans, MTDC is executing and delivering certain guaranties, environmental indemnities, and other documents (collectively, together with the Senior Loan Agreement, the Mezzanine Loan Agreement, and all other agreements, instruments, and certificates executed and delivered in connection with the Loans, the "Loan Documents"), including without limitation:

(i) the Guaranty of Recourse Obligations (Senior), dated as of the date hereof, executed by MTDC in favor of the Agent for the benefit of the Senior Lenders (the "Senior Guaranty");

(ii) the Guaranty of Recourse Obligations (Mezzanine), dated as of the date hereof, executed by MTDC in favor of the Mezzanine Lender (the "Mezzanine Guaranty");

(iii) the Environmental Indemnity Agreement (Senior), dated as of the date hereof, executed by MTDC and the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders (the "Senior Environmental Indemnity");

(iv) the Environmental Indemnity Agreement (Mezzanine), dated as of the date hereof, executed by MTDC and the Mezzanine Borrower in favor of the Mezzanine Lender (the "Mezzanine Environmental Indemnity");

(v) the Completion Guaranty, dated as of the date hereof, executed by MTDC in favor of the Agent for the benefit of the Senior Lenders and the Mezzanine Lender (the "Completion Guaranty"); and

(vi) such other Loan Documents requiring execution by MTDC, including without limitation any certificates, instruments, agreements, or other documents delivered by MTDC at closing or required to be delivered thereafter pursuant to the terms of any Loan Document.

This Certificate is being delivered pursuant to the requirements of Section 4.01(h) of the Senior Loan Agreement and Section 4.01(g) of the Mezzanine Loan Agreement, in each case as a condition to closing of the respective Loans.

NOW, THEREFORE, the undersigned hereby certify, represent, and warrant as follows:

SECTION 1 — INCUMBENCY CERTIFICATION

Each of the persons listed on Exhibit A attached hereto and incorporated herein by reference is, as of the date hereof, a duly elected or appointed officer of the Corporation, holding the office set forth opposite such person's name on Exhibit A. Each such person was elected or appointed to his or her respective office in accordance with the organizational documents of MTDC and applicable law, and each such person continues to hold such office as of the date of this Certificate.

The signature appearing opposite each such person's name on Exhibit A is the genuine signature of such person. The undersigned have personally verified the authenticity of each such signature.

Each such officer listed on Exhibit A is duly authorized to execute and deliver, on behalf of MTDC, each of the Loan Documents to which MTDC is a party and any and all certificates, instruments, agreements, and other documents to be executed and delivered by MTDC in connection with the Loans, in each case to the extent authorized by the Resolutions (as defined in Section 2 below) and the organizational documents of the Corporation. Without limiting the generality of the foregoing, the officers listed on Exhibit A include the following individuals:

(a) Margaret Kowalski — Chair, Board of Directors;

(b) David Harrington — Executive Director;

(d) Marcus Jennings — Vice President, Real Estate Development;

(e) Lydia Okafor — General Counsel; and

(f) Connor McBride — Project Director, Hudson Yards West.

Each of the foregoing officers has been duly authorized, either by the Resolutions or by the organizational documents of MTDC, to act on behalf of the Corporation in the manner and to the extent described herein and in the Resolutions.

SECTION 2 — BOARD RESOLUTIONS

Attached hereto as Exhibit B and incorporated herein by reference is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of MTDC at a meeting duly called and held on April 22, 2025, at which a quorum of the Board of Directors was present and acting throughout the duration of such meeting. The meeting was presided over by Margaret Kowalski, Chair of the Board of Directors, in accordance with the bylaws of the Corporation. Proper notice of the meeting was given to all members of the Board of Directors in accordance with the bylaws and applicable law.

The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of MTDC that would in any way amend, modify, limit, or conflict with the Resolutions.

The Resolutions authorize and approve, among other things, the following actions:

(a) The formation of Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC as special purpose entities organized under the laws of the State of Delaware, each with MTDC as sole member, for the purpose of holding and developing the Project and entering into the Loans;

(b) The borrowing of the Senior Mortgage Loan in the original principal amount of $475,000,000 from the Senior Lenders, with Ironclad National Bank, N.A. acting as Agent, on terms and conditions substantially consistent with the term sheet dated February 28, 2025 previously approved by the Board;

(c) The borrowing of the Mezzanine Loan in the original principal amount of $200,000,000 from Granite Peak Capital Partners, LP, on terms and conditions substantially consistent with the term sheet dated March 7, 2025 previously approved by the Board;

(d) The making of equity contributions by MTDC to the Borrowers in an aggregate amount of $200,000,000, to be funded from available capital reserves of the Corporation;

(e) The execution and delivery by MTDC of the Guaranty of Recourse Obligations (Senior), the Guaranty of Recourse Obligations (Mezzanine), the Completion Guaranty, the Environmental Indemnity Agreement (Senior), the Environmental Indemnity Agreement (Mezzanine), and each other Loan Document to which MTDC is a party;

(f) MTDC's entry into or ratification of the ground lease with the New York City Economic Development Corporation ("NYCEDC"), originally executed on June 1, 2020, and recorded with the New York City Register under CRFN 2020000198762, pursuant to which the Mortgage Borrower holds a leasehold interest in the Project site;

(g) MTDC's entry into the Guaranteed Maximum Price construction contract (Contract No. CCG-HYW-2025-001) with Cobalt Construction Group, Inc. in the guaranteed maximum price amount of $412,000,000 for the construction and development of the Project;

(h) The authorization of David Harrington (Executive Director) and Priya Subramanian (Chief Financial Officer), and any two of them acting together, or individually if the other is unavailable (with written confirmation to the Board within five (5) business days of any individual execution), to execute and deliver all Loan Documents and related instruments on behalf of MTDC; and

(i) The authorization of such officers to take any and all actions and execute any and all further documents, certificates, and instruments as may be necessary or desirable to consummate the transactions contemplated by the Loan Documents, including without limitation the filing of any financing statements, the delivery of any opinions, and the making of any representations or certifications required in connection therewith.

SECTION 3 — AUTHORITY AND POWER

MTDC is a government instrumentality duly organized and validly existing under the laws of the State of Illinois, having been established pursuant to the Metropolitan Transit Development Act, 70 ILCS 3615, as amended, and continues to exist in good standing as of the date hereof.

MTDC has the requisite power and authority to:

(i) own, lease, and operate its properties and assets, including without limitation the leasehold interest in the Project site and all other properties and assets held by the Corporation and its subsidiaries;

(ii) conduct its business as presently conducted and as proposed to be conducted in connection with the Project;

(iii) act as sole member of the Mortgage Borrower and the Mezzanine Borrower and to exercise all rights and powers incident to such membership, including without limitation the right to cause the Borrowers to enter into the Loans and to execute the Loan Documents on behalf of the Borrowers;

(iv) execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including without limitation the Senior Guaranty, the Mezzanine Guaranty, the Completion Guaranty, the Senior Environmental Indemnity, and the Mezzanine Environmental Indemnity; and

(v) consummate the transactions contemplated by the Loan Documents and to carry out the purposes and objectives set forth in the Resolutions.

The execution and delivery of each Loan Document by MTDC, and the performance by MTDC of its obligations thereunder, have been duly authorized by all necessary action on the part of the Corporation, including without limitation the adoption of the Resolutions by the Board of Directors of MTDC. No additional corporate, governmental, or other action on the part of MTDC is required to authorize the execution, delivery, and performance of the Loan Documents by MTDC.

No further consent, approval, authorization, or order of any court, governmental authority, regulatory body, or other person or entity is required in connection with the execution, delivery, and performance by MTDC of the Loan Documents, or the consummation by MTDC of the transactions contemplated thereby, that has not already been obtained, given, or accomplished. Without limiting the foregoing, all governmental approvals, permits, licenses, and authorizations required to be obtained by MTDC in connection with the Project and the Loans have been duly obtained and are in full force and effect.

SECTION 4 — NO CONFLICT; NO DEFAULT

The execution, delivery, and performance by MTDC of the Loan Documents to which it is a party do not and will not:

(i) contravene or conflict with, or result in a breach or violation of, any provision of the organizational documents of MTDC, including its enabling legislation, bylaws, charter, or any resolutions adopted by its Board of Directors (other than the Resolutions, which expressly authorize such execution, delivery, and performance);

(ii) contravene or conflict with, or result in a breach or violation of, any law, statute, rule, regulation, order, judgment, writ, injunction, decree, or governmental directive applicable to MTDC, its properties, or its operations, including without limitation any requirements of the Metropolitan Transit Development Act, 70 ILCS 3615, or any regulations promulgated thereunder;

(iii) contravene or result in any breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, encumbrance, or security interest (other than liens and encumbrances expressly permitted under the Loan Documents (collectively, "Permitted Liens")) upon any property or asset of MTDC under any indenture, mortgage, deed of trust, loan agreement, credit agreement, bond, debenture, note, guaranty, or other agreement or instrument to which MTDC is a party or by which MTDC or any of its properties or assets may be bound or affected; or

(iv) require any consent, approval, authorization, order, registration, filing, or qualification from or with any governmental authority, regulatory body, securities exchange, or other third party that has not been obtained, given, or accomplished prior to the date hereof.

SECTION 5 — GOOD STANDING AND EXISTENCE

MTDC is in good standing in the State of Illinois and is duly qualified to transact business, and is in good standing, in each other jurisdiction where the nature of its properties or the conduct of its activities requires such qualification, including without limitation the State of New York. MTDC has obtained all certificates of authority, registrations, and other filings necessary to conduct business in the State of New York in connection with the Project.

MTDC has not been dissolved, merged, consolidated, or reorganized, and no proceedings for any such dissolution, merger, consolidation, or reorganization have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened. The Corporation continues to exist as a government instrumentality under the laws of the State of Illinois with all powers and authority granted to it under its enabling legislation and other applicable law.

SECTION 6 — ORGANIZATIONAL DOCUMENTS

Attached hereto as Exhibit C and incorporated herein by reference is a true, correct, and complete copy of the organizational documents of MTDC, consisting of:

(i) the enabling legislation or charter of Metropolitan Transit Development Corp. (including any amendments thereto enacted by the Illinois General Assembly through the date hereof);

(ii) the Bylaws of MTDC, as amended and restated through the date hereof; and

(iii) any and all amendments, supplements, or modifications to the foregoing adopted or enacted through the date hereof.

The organizational documents attached as Exhibit C are in full force and effect as of the date hereof and have not been further amended, modified, supplemented, restated, or otherwise changed since the date of the most recent amendment reflected therein. The organizational documents attached as Exhibit C constitute all of the organizational documents of MTDC in effect as of the date hereof.

SECTION 7 — ADDITIONAL CERTIFICATIONS

The undersigned further certify, represent, and warrant as follows:

7.1 Financial Statements. MTDC's audited financial statements for the fiscal year ended December 31, 2024 (the "2024 Financial Statements"), as audited by Whitfield Albrecht & Co. LLP (engagement partner: Sandra Okonkwo), copies of which have been delivered to the Agent and the Mezzanine Lender, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods covered thereby and fairly present in all material respects the financial condition, results of operations, and cash flows of MTDC as of the dates and for the periods covered thereby. The 2024 Financial Statements reflect, among other things, operating revenue of $1,120,000,000 and net assets of $3,700,000,000. Since December 31, 2024, there has been no material adverse change in the financial condition, operations, assets, liabilities, or prospects of MTDC.

7.2 Credit Rating. MTDC's credit rating of A– issued by Pinnacle Ratings Group (Identifier: PRG-MTDC-A-2024-1187) (the "Rating") has not been downgraded, withdrawn, suspended, or placed on negative watch, negative outlook, or credit review for downgrade since its issuance. To the knowledge of the undersigned, no action is pending or contemplated by Pinnacle Ratings Group that would result in a downgrade, withdrawal, suspension, or negative watch of the Rating. MTDC has complied with all informational and reporting requirements of Pinnacle Ratings Group in connection with the Rating.

7.3 Real Estate Portfolio. The real estate portfolio of MTDC, consisting of owned and leased properties located across eleven (11) states, has an aggregate approximate value of $4,800,000,000 based on the most recent appraisals and internal valuations conducted by or on behalf of the Corporation. No material portion of such portfolio has been sold, transferred, encumbered, condemned, or materially damaged since the date of the most recent appraisals, except as previously disclosed in writing to the Agent and the Mezzanine Lender.

7.4 No Litigation. No litigation, proceeding, action, suit, claim, investigation, or governmental action is pending or, to the knowledge of the undersigned after due inquiry and investigation, threatened against MTDC or any of its subsidiaries (including the Borrowers) before any court, arbitrator, administrative agency, or other tribunal that would (a) materially adversely affect MTDC's ability to perform its obligations under the Loan Documents, (b) challenge the validity or enforceability of any Loan Document, (c) seek to enjoin or restrain the consummation of the transactions contemplated by the Loan Documents, or (d) if adversely determined, have a material adverse effect on the financial condition, operations, assets, or prospects of MTDC.

7.5 No Default. No event of default, and no event which with the giving of notice or the lapse of time or both would constitute an event of default, has occurred and is continuing under any Loan Document or under any other material agreement, instrument, indenture, mortgage, deed of trust, or other obligation to which MTDC is a party or by which MTDC or any of its properties or assets may be bound or affected. MTDC is in compliance in all material respects with all of its obligations under the Loan Documents and all other material agreements to which it is a party.

SECTION 8 — RELIANCE

This Certificate is delivered to:

(a) Ironclad National Bank, N.A., in its capacity as Agent for itself and for the benefit of the Senior Lenders;

(b) Granite Peak Capital Partners, LP, in its capacity as Mezzanine Lender;

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

(e) Voss Richter & Baines LLP, counsel to the Mezzanine Lender,

with the understanding and intention that each such party (and their respective successors and assigns) will rely on the certifications, representations, and warranties set forth herein in connection with (i) the closing of the Loans, (ii) the issuance of title insurance policies by Sentinel Title & Escrow Company in connection with the Senior Mortgage Loan, (iii) the delivery of legal opinions by counsel to the parties, and (iv) the consummation of all transactions contemplated by the Loan Documents.

The certifying officers are making the certifications, representations, and warranties contained herein to the best of their knowledge, information, and belief, after due inquiry and investigation. Each certifying officer has reviewed the Loan Documents and the other documents and instruments referenced herein and has made such further investigation and inquiry as he or she has deemed necessary or appropriate to make the certifications, representations, and warranties contained in this Certificate.

CERTIFICATION AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above. Each of the undersigned acknowledges that he or she understands the legal significance of the certifications, representations, and warranties made herein, including without limitation the reliance to be placed thereon by the parties identified in Section 8, and delivers this Certificate voluntarily, without reservation, and with the intent that it shall be legally binding upon MTDC. Each of the undersigned further acknowledges that the delivery of false or misleading certifications herein could give rise to liability on the part of the Corporation and the undersigned individually under applicable law.

EXECUTION

METROPOLITAN TRANSIT DEVELOPMENT CORP.

By: ________

Name: David Harrington

Title: Executive Director

Date: June 15, 2025

By: ________

Name: Priya Subramanian

Title: Chief Financial Officer

Date: June 15, 2025

NOTARY ACKNOWLEDGMENT — DAVID HARRINGTON

STATE OF NEW YORK COUNTY OF NEW YORK

On this __ day of June, 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared David Harrington, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Executive Director of Metropolitan Transit Development Corp., and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public

Name (printed): ______ Commission No.: _____ My Commission Expires: _______

[NOTARIAL SEAL]

NOTARY ACKNOWLEDGMENT — PRIYA SUBRAMANIAN

STATE OF NEW YORK COUNTY OF NEW YORK

On this __ day of June, 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared Priya Subramanian, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Chief Financial Officer of Metropolitan Transit Development Corp., and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public

Name (printed): ______ Commission No.: _____ My Commission Expires: _______

[NOTARIAL SEAL]

EXHIBIT A

INCUMBENCY SCHEDULE

METROPOLITAN TRANSIT DEVELOPMENT CORP.

As of June 15, 2025

The following persons are, as of the date hereof, duly elected or appointed officers of Metropolitan Transit Development Corp., holding the offices set forth opposite their respective names. The signatures appearing opposite their respective names are their true and genuine signatures.

The above-named persons hold the offices set forth opposite their respective names, each such person has been duly elected or appointed to such office in accordance with the organizational documents of Metropolitan Transit Development Corp. and applicable law, and the signatures appearing above are the true and genuine signatures of such persons. Each such person continues to hold such office as of the date hereof.

Certified by:

________________________________________

David Harrington Executive Director

________________________________________

Priya Subramanian Chief Financial Officer

EXHIBIT B

CERTIFIED COPY OF BOARD RESOLUTIONS

RESOLUTIONS OF THE BOARD OF DIRECTORS OF METROPOLITAN TRANSIT DEVELOPMENT CORP.

Adopted at a duly convened meeting of the Board of Directors held on April 22, 2025

Presiding: Margaret Kowalski, Chair, Board of Directors

PREAMBLE. WHEREAS, Metropolitan Transit Development Corp. ("MTDC" or the "Corporation") is a government instrumentality organized and validly existing under the laws of the State of Illinois, with offices located at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604;

WHEREAS, MTDC proposes to develop a mixed-use transit-oriented development project known as "Hudson Yards West" located at 450 West 34th Street, New York, New York 10001, situated on Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York (the "Project");

WHEREAS, MTDC holds a ground lease interest in the Project site pursuant to that certain Ground Lease Agreement, dated as of June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC (or its designee), as tenant, which ground lease was recorded with the Office of the City Register of the City of New York under City Register File Number (CRFN) 2020000198762 (the "Ground Lease");

WHEREAS, the Project has received all required approvals under the Uniform Land Use Review Procedure ("ULURP"), including Application No. C 230415 ZSM, which was approved by the New York City Planning Commission on September 12, 2023, and approved by the New York City Council on October 25, 2023, and such approvals remain in full force and effect as of the date hereof;

WHEREAS, the total estimated cost of the Project is Nine Hundred Twenty Million Dollars ($920,000,000), and the Corporation proposes to finance the Project through the following sources:

(a) a senior mortgage loan in the original principal amount of $475,000,000 from a syndicate of lenders, with Ironclad National Bank, N.A. acting as administrative agent (the "Senior Mortgage Loan");

(b) a mezzanine loan in the original principal amount of $200,000,000 from Granite Peak Capital Partners, LP (the "Mezzanine Loan");

(d) a New York City Transit Infrastructure Grant in the amount of $45,000,000 (the "NYC Grant");

WHEREAS, the Corporation proposes to cause the formation of Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC, each a Delaware limited liability company, as special purpose entities to serve as the borrowers under the Senior Mortgage Loan and the Mezzanine Loan, respectively, with MTDC as the sole member of each such entity;

WHEREAS, the Corporation proposes to enter into a Guaranteed Maximum Price construction contract with Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001) in the guaranteed maximum price amount of Four Hundred Twelve Million Dollars ($412,000,000) for the construction and development of the Project (the "GMP Contract");

WHEREAS, the Board of Directors has reviewed the term sheets, financial projections, risk analyses, and other materials presented by management in connection with the proposed transactions and has determined that the transactions described herein are in the best interests of the Corporation and are consistent with the Corporation's mission and statutory purposes;

NOW, THEREFORE, BE IT:

RESOLVED CLAUSES. RESOLVED, that the formation of Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC as Delaware limited liability companies, each with MTDC as sole member, for the purpose of holding the Project and entering into the Loans, is hereby authorized, approved, ratified, and confirmed in all respects, and the officers of the Corporation are hereby authorized and directed to execute and file, or cause to be executed and filed, all certificates of formation, operating agreements, and other organizational documents necessary or appropriate in connection therewith; and be it further

RESOLVED, that the Corporation is hereby authorized to cause the Mortgage Borrower to borrow the sum of Four Hundred Seventy-Five Million Dollars ($475,000,000) from the Senior Lenders, with Ironclad National Bank, N.A. acting as administrative agent, on terms and conditions substantially consistent with the term sheet dated February 28, 2025, as presented to and reviewed by this Board, with such changes and modifications as the authorized officers of the Corporation may approve (such approval to be conclusively evidenced by the execution and delivery thereof); and be it further

RESOLVED, that the Corporation is hereby authorized to cause the Mezzanine Borrower to borrow the sum of Two Hundred Million Dollars ($200,000,000) from Granite Peak Capital Partners, LP, on terms and conditions substantially consistent with the term sheet dated March 7, 2025, as presented to and reviewed by this Board, with such changes and modifications as the authorized officers of the Corporation may approve (such approval to be conclusively evidenced by the execution and delivery thereof); and be it further

RESOLVED, that the Corporation is hereby authorized to make equity contributions to the Borrowers in an aggregate amount of Two Hundred Million Dollars ($200,000,000), to be funded from available capital reserves of the Corporation, in such amounts and at such times as the authorized officers of the Corporation shall determine to be necessary or appropriate in connection with the development of the Project and the closing of the Loans; and be it further

RESOLVED, that the Corporation is hereby authorized to execute and deliver (or cause to be executed and delivered on its behalf) each of the following documents, in each case in such form as the authorized officers of the Corporation shall approve (such approval to be conclusively evidenced by the execution and delivery thereof):

(a) the Senior Loan Agreement, by and among the Mortgage Borrower, the Agent, and the Senior Lenders;

(b) the Senior Mortgage Note (or Notes), executed by the Mortgage Borrower in favor of the Senior Lenders;

(c) the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Mortgage and Security Agreement"), executed by the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders, encumbering the Project;

(d) the Assignment of Leases and Rents, executed by the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders;

(e) the Mezzanine Loan Agreement, by and between the Mezzanine Borrower and the Mezzanine Lender;

(f) the Mezzanine Note, executed by the Mezzanine Borrower in favor of the Mezzanine Lender;

(g) the Mezzanine Pledge and Security Agreement, executed by MTDC (as pledgor) in favor of the Mezzanine Lender, pledging MTDC's membership interests in the Mortgage Borrower;

(h) the Guaranty of Recourse Obligations (Senior), executed by MTDC in favor of the Agent for the benefit of the Senior Lenders;

(i) the Guaranty of Recourse Obligations (Mezzanine), executed by MTDC in favor of the Mezzanine Lender;

(j) the Environmental Indemnity Agreement (Senior), executed by MTDC and the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders;

(k) the Environmental Indemnity Agreement (Mezzanine), executed by MTDC and the Mezzanine Borrower in favor of the Mezzanine Lender;

(l) the Completion Guaranty, executed by MTDC in favor of the Agent for the benefit of the Senior Lenders and the Mezzanine Lender;

(m) the Cash Management Agreement, by and among the Mortgage Borrower, the Agent, and the cash management bank;

(n) the Deposit Account Control Agreements, by and among the applicable Borrower, the applicable depository bank, and the applicable secured party; and

(o) each other agreement, instrument, certificate, or document contemplated by any of the foregoing or required in connection with the closing of the Loans or the consummation of the transactions described herein;

and be it further

RESOLVED, that David Harrington, Executive Director, and Priya Subramanian, Chief Financial Officer, are each hereby authorized, empowered, and directed, acting together or individually (provided that, in the event either acts individually because the other is unavailable, such individual officer shall provide written confirmation of the actions taken to the Board of Directors within five (5) business days thereof), to execute and deliver the foregoing documents and any amendments, modifications, supplements, or waivers thereto, and to take any and all further actions and execute any and all further documents, certificates, instruments, and agreements as may be necessary, appropriate, or advisable to consummate the transactions contemplated hereby, including without limitation the negotiation and agreement of final terms and conditions of the Loan Documents; and be it further

RESOLVED, that Marcus Jennings, Vice President, Real Estate Development, Lydia Okafor, General Counsel, and Connor McBride, Project Director, Hudson Yards West, are each hereby authorized to execute and deliver ancillary certificates, closing documents, construction-related documents, title affidavits, owner's affidavits, gap indemnities, and such other instruments and documents as may be required in connection with the transactions authorized herein, in each case to the extent consistent with the authorizations granted to the Executive Director and the Chief Financial Officer pursuant to the preceding resolution; and be it further

RESOLVED, that the engagement of Calderwood & Harkness LLP (Matter No. 1031-00004) as borrower's counsel in connection with the transactions contemplated hereby is hereby ratified, confirmed, and approved in all respects, and the authorized officers of the Corporation are hereby authorized to execute and deliver engagement letters, fee agreements, and related documents in connection therewith; and be it further

RESOLVED, that all actions heretofore taken by the officers, directors, agents, and representatives of the Corporation in connection with the transactions contemplated by the foregoing resolutions, including without limitation the negotiation of the term sheets, the formation of the Borrower entities, the engagement of professionals and consultants, the filing of applications and permits, and the execution of preliminary agreements, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

SECRETARY'S / CLERK'S CERTIFICATION

I, Lydia Okafor, General Counsel of Metropolitan Transit Development Corp., do hereby certify that:

1. The foregoing is a true, correct, and complete copy of the Resolutions duly adopted by the Board of Directors of Metropolitan Transit Development Corp. at a meeting duly called and held on April 22, 2025.

2. The meeting was duly called and held in accordance with the bylaws of the Corporation and applicable law, and proper notice of the meeting was given to all members of the Board of Directors.

3. A quorum of the Board of Directors was present throughout the meeting, and the Resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting, which majority constituted not less than a majority of the entire Board of Directors.

4. The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.

5. There are no other resolutions of the Board of Directors of the Corporation that amend, modify, limit, or conflict with the Resolutions.

IN WITNESS WHEREOF, I have executed this certification as of June 15, 2025.

________________________________________

Lydia Okafor General Counsel Metropolitan Transit Development Corp.

Date: June 15, 2025

EXHIBIT C

ORGANIZATIONAL DOCUMENTS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

As of June 15, 2025

Attached hereto are true, correct, and complete copies of the following organizational documents of Metropolitan Transit Development Corp.:

(i) Enabling legislation or charter of Metropolitan Transit Development Corp., including the Metropolitan Transit Development Act, 70 ILCS 3615, together with all amendments thereto enacted by the Illinois General Assembly through the date hereof;

(ii) Bylaws of Metropolitan Transit Development Corp., as amended and restated, including all amendments thereto adopted by the Board of Directors through the date hereof; and

(iii) Any and all amendments, supplements, or modifications to the foregoing adopted or enacted through the date hereof.

The foregoing constitute all of the organizational documents of Metropolitan Transit Development Corp. in effect as of the date hereof. No amendments, supplements, modifications, or restatements of any of the foregoing organizational documents have been adopted, enacted, or proposed other than those included herein.

Certified by:

________________________________________

David Harrington Executive Director Metropolitan Transit Development Corp.

Date: June 15, 2025

[Copies of enabling legislation, bylaws, and amendments follow this page]

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

OFFICER'S CERTIFICATE
Incumbency, Resolutions, and Authorization
of
METROPOLITAN TRANSIT DEVELOPMENT CORP.
a government instrumentality organized under the laws of the State of Illinois
Dated as of June 15, 2025
Delivered in connection with the closing of the Senior Mortgage Loan in the original principal amount of $475,000,000 and the Mezzanine Loan in the original principal amount of $200,000,000 for the Hudson Yards West Project located at 450 West 34th Street, New York, New York 10001
RECITALS
Each of the undersigned, David Harrington and Priya Subramanian, hereby certifies, represents, and warrants to the parties identified in Section 8 hereof as follows:
David Harrington states that he is the duly appointed Executive Director of Metropolitan Transit Development Corp., a government instrumentality organized and validly existing under the laws of the State of Illinois ("MTDC" or the "Corporation"), and has served in such capacity since March 1, 2019. Priya Subramanian states that she is the duly appointed Chief Financial Officer of MTDC and has served in such capacity since September 15, 2021. Each of the undersigned is authorized to execute and deliver this Officer's Certificate (this "Certificate") on behalf of the Corporation.
The principal office of MTDC is located at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604. The federal employer identification number of MTDC is 36-2847501.
MTDC is the sole member of Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower" or "HYW Mortgage"), and the sole member of Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower" or "HYW Mezzanine"). The Mortgage Borrower and the Mezzanine Borrower are sometimes referred to herein individually as a "Borrower" and collectively as the "Borrowers."
The Mortgage Borrower is entering into a senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Mortgage Loan") with Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the "Agent"), for itself and on behalf of a syndicate of lenders consisting of Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (together with the Agent in its capacity as a lender, collectively, the "Senior Lenders"), pursuant to that certain Senior Loan Agreement dated as of the date hereof (the "Senior Loan Agreement").
The Mezzanine Borrower is entering into a mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan" and, together with the Senior Mortgage Loan, the "Loans") with Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Mezzanine Lender"), pursuant to that certain Mezzanine Loan Agreement dated as of the date hereof (the "Mezzanine Loan Agreement").
The total financing for the Hudson Yards West project located at 450 West 34th Street, New York, New York 10001 (the "Project") is Six Hundred Seventy-Five Million Dollars ($675,000,000), consisting of the Senior Mortgage Loan and the Mezzanine Loan. The total estimated project cost is Nine Hundred Twenty Million Dollars ($920,000,000). MTDC is making an equity contribution in the aggregate amount of Two Hundred Million Dollars ($200,000,000) to the Borrowers in connection with the Project.
In connection with the Loans, MTDC is executing and delivering certain guaranties, environmental indemnities, and other documents (collectively, together with the Senior Loan Agreement, the Mezzanine Loan Agreement, and all other agreements, instruments, and certificates executed and delivered in connection with the Loans, the "Loan Documents"), including without limitation:
(i) the Guaranty of Recourse Obligations (Senior), dated as of the date hereof, executed by MTDC in favor of the Agent for the benefit of the Senior Lenders (the "Senior Guaranty");
(ii) the Guaranty of Recourse Obligations (Mezzanine), dated as of the date hereof, executed by MTDC in favor of the Mezzanine Lender (the "Mezzanine Guaranty");
(iii) the Environmental Indemnity Agreement (Senior), dated as of the date hereof, executed by MTDC and the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders (the "Senior Environmental Indemnity");
(iv) the Environmental Indemnity Agreement (Mezzanine), dated as of the date hereof, executed by MTDC and the Mezzanine Borrower in favor of the Mezzanine Lender (the "Mezzanine Environmental Indemnity");
(v) the Completion Guaranty, dated as of the date hereof, executed by MTDC in favor of the Agent for the benefit of the Senior Lenders and the Mezzanine Lender (the "Completion Guaranty"); and
(vi) such other Loan Documents requiring execution by MTDC, including without limitation any certificates, instruments, agreements, or other documents delivered by MTDC at closing or required to be delivered thereafter pursuant to the terms of any Loan Document.
This Certificate is being delivered pursuant to the requirements of Section 4.01(h) of the Senior Loan Agreement and Section 4.01(g) of the Mezzanine Loan Agreement, in each case as a condition to closing of the respective Loans.
NOW, THEREFORE, the undersigned hereby certify, represent, and warrant as follows:
SECTION 1 — INCUMBENCY CERTIFICATION
Each of the persons listed on Exhibit A attached hereto and incorporated herein by reference is, as of the date hereof, a duly elected or appointed officer of the Corporation, holding the office set forth opposite such person's name on Exhibit A. Each such person was elected or appointed to his or her respective office in accordance with the organizational documents of MTDC and applicable law, and each such person continues to hold such office as of the date of this Certificate.
The signature appearing opposite each such person's name on Exhibit A is the genuine signature of such person. The undersigned have personally verified the authenticity of each such signature.
Each such officer listed on Exhibit A is duly authorized to execute and deliver, on behalf of MTDC, each of the Loan Documents to which MTDC is a party and any and all certificates, instruments, agreements, and other documents to be executed and delivered by MTDC in connection with the Loans, in each case to the extent authorized by the Resolutions (as defined in Section 2 below) and the organizational documents of the Corporation. Without limiting the generality of the foregoing, the officers listed on Exhibit A include the following individuals:
(a) Margaret Kowalski — Chair, Board of Directors;
(b) David Harrington — Executive Director;
(c) Priya Subramanian — Chief Financial Officer;
(d) Marcus Jennings — Vice President, Real Estate Development;
(e) Lydia Okafor — General Counsel; and
(f) Connor McBride — Project Director, Hudson Yards West.
Each of the foregoing officers has been duly authorized, either by the Resolutions or by the organizational documents of MTDC, to act on behalf of the Corporation in the manner and to the extent described herein and in the Resolutions.
SECTION 2 — BOARD RESOLUTIONS
Attached hereto as Exhibit B and incorporated herein by reference is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of MTDC at a meeting duly called and held on April 22, 2025, at which a quorum of the Board of Directors was present and acting throughout the duration of such meeting. The meeting was presided over by Margaret Kowalski, Chair of the Board of Directors, in accordance with the bylaws of the Corporation. Proper notice of the meeting was given to all members of the Board of Directors in accordance with the bylaws and applicable law.
The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of MTDC that would in any way amend, modify, limit, or conflict with the Resolutions.
The Resolutions authorize and approve, among other things, the following actions:
(a) The formation of Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC as special purpose entities organized under the laws of the State of Delaware, each with MTDC as sole member, for the purpose of holding and developing the Project and entering into the Loans;
(b) The borrowing of the Senior Mortgage Loan in the original principal amount of $475,000,000 from the Senior Lenders, with Ironclad National Bank, N.A. acting as Agent, on terms and conditions substantially consistent with the term sheet dated February 28, 2025 previously approved by the Board;
(c) The borrowing of the Mezzanine Loan in the original principal amount of $200,000,000 from Granite Peak Capital Partners, LP, on terms and conditions substantially consistent with the term sheet dated March 7, 2025 previously approved by the Board;
(d) The making of equity contributions by MTDC to the Borrowers in an aggregate amount of $200,000,000, to be funded from available capital reserves of the Corporation;
(e) The execution and delivery by MTDC of the Guaranty of Recourse Obligations (Senior), the Guaranty of Recourse Obligations (Mezzanine), the Completion Guaranty, the Environmental Indemnity Agreement (Senior), the Environmental Indemnity Agreement (Mezzanine), and each other Loan Document to which MTDC is a party;
(f) MTDC's entry into or ratification of the ground lease with the New York City Economic Development Corporation ("NYCEDC"), originally executed on June 1, 2020, and recorded with the New York City Register under CRFN 2020000198762, pursuant to which the Mortgage Borrower holds a leasehold interest in the Project site;
(g) MTDC's entry into the Guaranteed Maximum Price construction contract (Contract No. CCG-HYW-2025-001) with Cobalt Construction Group, Inc. in the guaranteed maximum price amount of $412,000,000 for the construction and development of the Project;
(h) The authorization of David Harrington (Executive Director) and Priya Subramanian (Chief Financial Officer), and any two of them acting together, or individually if the other is unavailable (with written confirmation to the Board within five (5) business days of any individual execution), to execute and deliver all Loan Documents and related instruments on behalf of MTDC; and
(i) The authorization of such officers to take any and all actions and execute any and all further documents, certificates, and instruments as may be necessary or desirable to consummate the transactions contemplated by the Loan Documents, including without limitation the filing of any financing statements, the delivery of any opinions, and the making of any representations or certifications required in connection therewith.
SECTION 3 — AUTHORITY AND POWER
MTDC is a government instrumentality duly organized and validly existing under the laws of the State of Illinois, having been established pursuant to the Metropolitan Transit Development Act, 70 ILCS 3615, as amended, and continues to exist in good standing as of the date hereof.
MTDC has the requisite power and authority to:
(i) own, lease, and operate its properties and assets, including without limitation the leasehold interest in the Project site and all other properties and assets held by the Corporation and its subsidiaries;
(ii) conduct its business as presently conducted and as proposed to be conducted in connection with the Project;
(iii) act as sole member of the Mortgage Borrower and the Mezzanine Borrower and to exercise all rights and powers incident to such membership, including without limitation the right to cause the Borrowers to enter into the Loans and to execute the Loan Documents on behalf of the Borrowers;
(iv) execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including without limitation the Senior Guaranty, the Mezzanine Guaranty, the Completion Guaranty, the Senior Environmental Indemnity, and the Mezzanine Environmental Indemnity; and
(v) consummate the transactions contemplated by the Loan Documents and to carry out the purposes and objectives set forth in the Resolutions.
The execution and delivery of each Loan Document by MTDC, and the performance by MTDC of its obligations thereunder, have been duly authorized by all necessary action on the part of the Corporation, including without limitation the adoption of the Resolutions by the Board of Directors of MTDC. No additional corporate, governmental, or other action on the part of MTDC is required to authorize the execution, delivery, and performance of the Loan Documents by MTDC.
No further consent, approval, authorization, or order of any court, governmental authority, regulatory body, or other person or entity is required in connection with the execution, delivery, and performance by MTDC of the Loan Documents, or the consummation by MTDC of the transactions contemplated thereby, that has not already been obtained, given, or accomplished. Without limiting the foregoing, all governmental approvals, permits, licenses, and authorizations required to be obtained by MTDC in connection with the Project and the Loans have been duly obtained and are in full force and effect.
SECTION 4 — NO CONFLICT; NO DEFAULT
The execution, delivery, and performance by MTDC of the Loan Documents to which it is a party do not and will not:
(i) contravene or conflict with, or result in a breach or violation of, any provision of the organizational documents of MTDC, including its enabling legislation, bylaws, charter, or any resolutions adopted by its Board of Directors (other than the Resolutions, which expressly authorize such execution, delivery, and performance);
(ii) contravene or conflict with, or result in a breach or violation of, any law, statute, rule, regulation, order, judgment, writ, injunction, decree, or governmental directive applicable to MTDC, its properties, or its operations, including without limitation any requirements of the Metropolitan Transit Development Act, 70 ILCS 3615, or any regulations promulgated thereunder;
(iii) contravene or result in any breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, encumbrance, or security interest (other than liens and encumbrances expressly permitted under the Loan Documents (collectively, "Permitted Liens")) upon any property or asset of MTDC under any indenture, mortgage, deed of trust, loan agreement, credit agreement, bond, debenture, note, guaranty, or other agreement or instrument to which MTDC is a party or by which MTDC or any of its properties or assets may be bound or affected; or
(iv) require any consent, approval, authorization, order, registration, filing, or qualification from or with any governmental authority, regulatory body, securities exchange, or other third party that has not been obtained, given, or accomplished prior to the date hereof.
SECTION 5 — GOOD STANDING AND EXISTENCE
MTDC is in good standing in the State of Illinois and is duly qualified to transact business, and is in good standing, in each other jurisdiction where the nature of its properties or the conduct of its activities requires such qualification, including without limitation the State of New York. MTDC has obtained all certificates of authority, registrations, and other filings necessary to conduct business in the State of New York in connection with the Project.
MTDC has not been dissolved, merged, consolidated, or reorganized, and no proceedings for any such dissolution, merger, consolidation, or reorganization have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened. The Corporation continues to exist as a government instrumentality under the laws of the State of Illinois with all powers and authority granted to it under its enabling legislation and other applicable law.
SECTION 6 — ORGANIZATIONAL DOCUMENTS
Attached hereto as Exhibit C and incorporated herein by reference is a true, correct, and complete copy of the organizational documents of MTDC, consisting of:
(i) the enabling legislation or charter of Metropolitan Transit Development Corp. (including any amendments thereto enacted by the Illinois General Assembly through the date hereof);
(ii) the Bylaws of MTDC, as amended and restated through the date hereof; and
(iii) any and all amendments, supplements, or modifications to the foregoing adopted or enacted through the date hereof.
The organizational documents attached as Exhibit C are in full force and effect as of the date hereof and have not been further amended, modified, supplemented, restated, or otherwise changed since the date of the most recent amendment reflected therein. The organizational documents attached as Exhibit C constitute all of the organizational documents of MTDC in effect as of the date hereof.
SECTION 7 — ADDITIONAL CERTIFICATIONS
The undersigned further certify, represent, and warrant as follows:
7.1 Financial Statements. MTDC's audited financial statements for the fiscal year ended December 31, 2024 (the "2024 Financial Statements"), as audited by Whitfield Albrecht & Co. LLP (engagement partner: Sandra Okonkwo), copies of which have been delivered to the Agent and the Mezzanine Lender, were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods covered thereby and fairly present in all material respects the financial condition, results of operations, and cash flows of MTDC as of the dates and for the periods covered thereby. The 2024 Financial Statements reflect, among other things, operating revenue of $1,120,000,000 and net assets of $3,700,000,000. Since December 31, 2024, there has been no material adverse change in the financial condition, operations, assets, liabilities, or prospects of MTDC.
7.2 Credit Rating. MTDC's credit rating of A– issued by Pinnacle Ratings Group (Identifier: PRG-MTDC-A-2024-1187) (the "Rating") has not been downgraded, withdrawn, suspended, or placed on negative watch, negative outlook, or credit review for downgrade since its issuance. To the knowledge of the undersigned, no action is pending or contemplated by Pinnacle Ratings Group that would result in a downgrade, withdrawal, suspension, or negative watch of the Rating. MTDC has complied with all informational and reporting requirements of Pinnacle Ratings Group in connection with the Rating.
7.3 Real Estate Portfolio. The real estate portfolio of MTDC, consisting of owned and leased properties located across eleven (11) states, has an aggregate approximate value of $4,800,000,000 based on the most recent appraisals and internal valuations conducted by or on behalf of the Corporation. No material portion of such portfolio has been sold, transferred, encumbered, condemned, or materially damaged since the date of the most recent appraisals, except as previously disclosed in writing to the Agent and the Mezzanine Lender.
7.4 No Litigation. No litigation, proceeding, action, suit, claim, investigation, or governmental action is pending or, to the knowledge of the undersigned after due inquiry and investigation, threatened against MTDC or any of its subsidiaries (including the Borrowers) before any court, arbitrator, administrative agency, or other tribunal that would (a) materially adversely affect MTDC's ability to perform its obligations under the Loan Documents, (b) challenge the validity or enforceability of any Loan Document, (c) seek to enjoin or restrain the consummation of the transactions contemplated by the Loan Documents, or (d) if adversely determined, have a material adverse effect on the financial condition, operations, assets, or prospects of MTDC.
7.5 No Default. No event of default, and no event which with the giving of notice or the lapse of time or both would constitute an event of default, has occurred and is continuing under any Loan Document or under any other material agreement, instrument, indenture, mortgage, deed of trust, or other obligation to which MTDC is a party or by which MTDC or any of its properties or assets may be bound or affected. MTDC is in compliance in all material respects with all of its obligations under the Loan Documents and all other material agreements to which it is a party.
SECTION 8 — RELIANCE
This Certificate is delivered to:
(a) Ironclad National Bank, N.A., in its capacity as Agent for itself and for the benefit of the Senior Lenders;
(b) Granite Peak Capital Partners, LP, in its capacity as Mezzanine Lender;
(c) Sentinel Title & Escrow Company, in its capacity as title insurer and escrow agent;
(d) Clearfield & Associates LLP, counsel to the Agent and the Senior Lenders; and
(e) Voss Richter & Baines LLP, counsel to the Mezzanine Lender,
with the understanding and intention that each such party (and their respective successors and assigns) will rely on the certifications, representations, and warranties set forth herein in connection with (i) the closing of the Loans, (ii) the issuance of title insurance policies by Sentinel Title & Escrow Company in connection with the Senior Mortgage Loan, (iii) the delivery of legal opinions by counsel to the parties, and (iv) the consummation of all transactions contemplated by the Loan Documents.
The certifying officers are making the certifications, representations, and warranties contained herein to the best of their knowledge, information, and belief, after due inquiry and investigation. Each certifying officer has reviewed the Loan Documents and the other documents and instruments referenced herein and has made such further investigation and inquiry as he or she has deemed necessary or appropriate to make the certifications, representations, and warranties contained in this Certificate.
CERTIFICATION AND ACKNOWLEDGMENT
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above. Each of the undersigned acknowledges that he or she understands the legal significance of the certifications, representations, and warranties made herein, including without limitation the reliance to be placed thereon by the parties identified in Section 8, and delivers this Certificate voluntarily, without reservation, and with the intent that it shall be legally binding upon MTDC. Each of the undersigned further acknowledges that the delivery of false or misleading certifications herein could give rise to liability on the part of the Corporation and the undersigned individually under applicable law.
EXECUTION
METROPOLITAN TRANSIT DEVELOPMENT CORP.
By: ________
Name: David Harrington
Title: Executive Director
Date: June 15, 2025
By: ________
Name: Priya Subramanian
Title: Chief Financial Officer
Date: June 15, 2025
NOTARY ACKNOWLEDGMENT — DAVID HARRINGTON
STATE OF NEW YORK COUNTY OF NEW YORK
On this __ day of June, 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared David Harrington, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Executive Director of Metropolitan Transit Development Corp., and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public
Name (printed): ______ Commission No.: _____ My Commission Expires: _______
[NOTARIAL SEAL]
NOTARY ACKNOWLEDGMENT — PRIYA SUBRAMANIAN
STATE OF NEW YORK COUNTY OF NEW YORK
On this __ day of June, 2025, before me, the undersigned, a Notary Public in and for said State, personally appeared Priya Subramanian, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as Chief Financial Officer of Metropolitan Transit Development Corp., and that by her signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public
Name (printed): ______ Commission No.: _____ My Commission Expires: _______
[NOTARIAL SEAL]
EXHIBIT A
INCUMBENCY SCHEDULE
METROPOLITAN TRANSIT DEVELOPMENT CORP.
As of June 15, 2025
The following persons are, as of the date hereof, duly elected or appointed officers of Metropolitan Transit Development Corp., holding the offices set forth opposite their respective names. The signatures appearing opposite their respective names are their true and genuine signatures.
The above-named persons hold the offices set forth opposite their respective names, each such person has been duly elected or appointed to such office in accordance with the organizational documents of Metropolitan Transit Development Corp. and applicable law, and the signatures appearing above are the true and genuine signatures of such persons. Each such person continues to hold such office as of the date hereof.
Certified by:
________________________________________
David Harrington Executive Director
________________________________________
Priya Subramanian Chief Financial Officer
EXHIBIT B
CERTIFIED COPY OF BOARD RESOLUTIONS
RESOLUTIONS OF THE BOARD OF DIRECTORS OF METROPOLITAN TRANSIT DEVELOPMENT CORP.
Adopted at a duly convened meeting of the Board of Directors held on April 22, 2025
Presiding: Margaret Kowalski, Chair, Board of Directors
PREAMBLE.  WHEREAS, Metropolitan Transit Development Corp. ("MTDC" or the "Corporation") is a government instrumentality organized and validly existing under the laws of the State of Illinois, with offices located at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604;
WHEREAS, MTDC proposes to develop a mixed-use transit-oriented development project known as "Hudson Yards West" located at 450 West 34th Street, New York, New York 10001, situated on Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York (the "Project");
WHEREAS, MTDC holds a ground lease interest in the Project site pursuant to that certain Ground Lease Agreement, dated as of June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC (or its designee), as tenant, which ground lease was recorded with the Office of the City Register of the City of New York under City Register File Number (CRFN) 2020000198762 (the "Ground Lease");
WHEREAS, the Project has received all required approvals under the Uniform Land Use Review Procedure ("ULURP"), including Application No. C 230415 ZSM, which was approved by the New York City Planning Commission on September 12, 2023, and approved by the New York City Council on October 25, 2023, and such approvals remain in full force and effect as of the date hereof;
WHEREAS, the total estimated cost of the Project is Nine Hundred Twenty Million Dollars ($920,000,000), and the Corporation proposes to finance the Project through the following sources:
(a) a senior mortgage loan in the original principal amount of $475,000,000 from a syndicate of lenders, with Ironclad National Bank, N.A. acting as administrative agent (the "Senior Mortgage Loan");
(b) a mezzanine loan in the original principal amount of $200,000,000 from Granite Peak Capital Partners, LP (the "Mezzanine Loan");
(c) equity contributions by MTDC in the aggregate amount of $200,000,000 (the "MTDC Equity"); and
(d) a New York City Transit Infrastructure Grant in the amount of $45,000,000 (the "NYC Grant");
WHEREAS, the Corporation proposes to cause the formation of Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC, each a Delaware limited liability company, as special purpose entities to serve as the borrowers under the Senior Mortgage Loan and the Mezzanine Loan, respectively, with MTDC as the sole member of each such entity;
WHEREAS, the Corporation proposes to enter into a Guaranteed Maximum Price construction contract with Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001) in the guaranteed maximum price amount of Four Hundred Twelve Million Dollars ($412,000,000) for the construction and development of the Project (the "GMP Contract");
WHEREAS, the Board of Directors has reviewed the term sheets, financial projections, risk analyses, and other materials presented by management in connection with the proposed transactions and has determined that the transactions described herein are in the best interests of the Corporation and are consistent with the Corporation's mission and statutory purposes;
NOW, THEREFORE, BE IT:
RESOLVED CLAUSES.  RESOLVED, that the formation of Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC as Delaware limited liability companies, each with MTDC as sole member, for the purpose of holding the Project and entering into the Loans, is hereby authorized, approved, ratified, and confirmed in all respects, and the officers of the Corporation are hereby authorized and directed to execute and file, or cause to be executed and filed, all certificates of formation, operating agreements, and other organizational documents necessary or appropriate in connection therewith; and be it further
RESOLVED, that the Corporation is hereby authorized to cause the Mortgage Borrower to borrow the sum of Four Hundred Seventy-Five Million Dollars ($475,000,000) from the Senior Lenders, with Ironclad National Bank, N.A. acting as administrative agent, on terms and conditions substantially consistent with the term sheet dated February 28, 2025, as presented to and reviewed by this Board, with such changes and modifications as the authorized officers of the Corporation may approve (such approval to be conclusively evidenced by the execution and delivery thereof); and be it further
RESOLVED, that the Corporation is hereby authorized to cause the Mezzanine Borrower to borrow the sum of Two Hundred Million Dollars ($200,000,000) from Granite Peak Capital Partners, LP, on terms and conditions substantially consistent with the term sheet dated March 7, 2025, as presented to and reviewed by this Board, with such changes and modifications as the authorized officers of the Corporation may approve (such approval to be conclusively evidenced by the execution and delivery thereof); and be it further
RESOLVED, that the Corporation is hereby authorized to make equity contributions to the Borrowers in an aggregate amount of Two Hundred Million Dollars ($200,000,000), to be funded from available capital reserves of the Corporation, in such amounts and at such times as the authorized officers of the Corporation shall determine to be necessary or appropriate in connection with the development of the Project and the closing of the Loans; and be it further
RESOLVED, that the Corporation is hereby authorized to execute and deliver (or cause to be executed and delivered on its behalf) each of the following documents, in each case in such form as the authorized officers of the Corporation shall approve (such approval to be conclusively evidenced by the execution and delivery thereof):
(a) the Senior Loan Agreement, by and among the Mortgage Borrower, the Agent, and the Senior Lenders;
(b) the Senior Mortgage Note (or Notes), executed by the Mortgage Borrower in favor of the Senior Lenders;
(c) the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Mortgage and Security Agreement"), executed by the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders, encumbering the Project;
(d) the Assignment of Leases and Rents, executed by the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders;
(e) the Mezzanine Loan Agreement, by and between the Mezzanine Borrower and the Mezzanine Lender;
(f) the Mezzanine Note, executed by the Mezzanine Borrower in favor of the Mezzanine Lender;
(g) the Mezzanine Pledge and Security Agreement, executed by MTDC (as pledgor) in favor of the Mezzanine Lender, pledging MTDC's membership interests in the Mortgage Borrower;
(h) the Guaranty of Recourse Obligations (Senior), executed by MTDC in favor of the Agent for the benefit of the Senior Lenders;
(i) the Guaranty of Recourse Obligations (Mezzanine), executed by MTDC in favor of the Mezzanine Lender;
(j) the Environmental Indemnity Agreement (Senior), executed by MTDC and the Mortgage Borrower in favor of the Agent for the benefit of the Senior Lenders;
(k) the Environmental Indemnity Agreement (Mezzanine), executed by MTDC and the Mezzanine Borrower in favor of the Mezzanine Lender;
(l) the Completion Guaranty, executed by MTDC in favor of the Agent for the benefit of the Senior Lenders and the Mezzanine Lender;
(m) the Cash Management Agreement, by and among the Mortgage Borrower, the Agent, and the cash management bank;
(n) the Deposit Account Control Agreements, by and among the applicable Borrower, the applicable depository bank, and the applicable secured party; and
(o) each other agreement, instrument, certificate, or document contemplated by any of the foregoing or required in connection with the closing of the Loans or the consummation of the transactions described herein;
and be it further
RESOLVED, that David Harrington, Executive Director, and Priya Subramanian, Chief Financial Officer, are each hereby authorized, empowered, and directed, acting together or individually (provided that, in the event either acts individually because the other is unavailable, such individual officer shall provide written confirmation of the actions taken to the Board of Directors within five (5) business days thereof), to execute and deliver the foregoing documents and any amendments, modifications, supplements, or waivers thereto, and to take any and all further actions and execute any and all further documents, certificates, instruments, and agreements as may be necessary, appropriate, or advisable to consummate the transactions contemplated hereby, including without limitation the negotiation and agreement of final terms and conditions of the Loan Documents; and be it further
RESOLVED, that Marcus Jennings, Vice President, Real Estate Development, Lydia Okafor, General Counsel, and Connor McBride, Project Director, Hudson Yards West, are each hereby authorized to execute and deliver ancillary certificates, closing documents, construction-related documents, title affidavits, owner's affidavits, gap indemnities, and such other instruments and documents as may be required in connection with the transactions authorized herein, in each case to the extent consistent with the authorizations granted to the Executive Director and the Chief Financial Officer pursuant to the preceding resolution; and be it further
RESOLVED, that the engagement of Calderwood & Harkness LLP (Matter No. 1031-00004) as borrower's counsel in connection with the transactions contemplated hereby is hereby ratified, confirmed, and approved in all respects, and the authorized officers of the Corporation are hereby authorized to execute and deliver engagement letters, fee agreements, and related documents in connection therewith; and be it further
RESOLVED, that all actions heretofore taken by the officers, directors, agents, and representatives of the Corporation in connection with the transactions contemplated by the foregoing resolutions, including without limitation the negotiation of the term sheets, the formation of the Borrower entities, the engagement of professionals and consultants, the filing of applications and permits, and the execution of preliminary agreements, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.
SECRETARY'S / CLERK'S CERTIFICATION
I, Lydia Okafor, General Counsel of Metropolitan Transit Development Corp., do hereby certify that:
1.  The foregoing is a true, correct, and complete copy of the Resolutions duly adopted by the Board of Directors of Metropolitan Transit Development Corp. at a meeting duly called and held on April 22, 2025.
2.  The meeting was duly called and held in accordance with the bylaws of the Corporation and applicable law, and proper notice of the meeting was given to all members of the Board of Directors.
3.  A quorum of the Board of Directors was present throughout the meeting, and the Resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting, which majority constituted not less than a majority of the entire Board of Directors.
4.  The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.
5.  There are no other resolutions of the Board of Directors of the Corporation that amend, modify, limit, or conflict with the Resolutions.
IN WITNESS WHEREOF, I have executed this certification as of June 15, 2025.
________________________________________
Lydia Okafor General Counsel Metropolitan Transit Development Corp.
Date: June 15, 2025
EXHIBIT C
ORGANIZATIONAL DOCUMENTS
OF
METROPOLITAN TRANSIT DEVELOPMENT CORP.
As of June 15, 2025
Attached hereto are true, correct, and complete copies of the following organizational documents of Metropolitan Transit Development Corp.:
(i) Enabling legislation or charter of Metropolitan Transit Development Corp., including the Metropolitan Transit Development Act, 70 ILCS 3615, together with all amendments thereto enacted by the Illinois General Assembly through the date hereof;
(ii) Bylaws of Metropolitan Transit Development Corp., as amended and restated, including all amendments thereto adopted by the Board of Directors through the date hereof; and
(iii) Any and all amendments, supplements, or modifications to the foregoing adopted or enacted through the date hereof.
The foregoing constitute all of the organizational documents of Metropolitan Transit Development Corp. in effect as of the date hereof. No amendments, supplements, modifications, or restatements of any of the foregoing organizational documents have been adopted, enacted, or proposed other than those included herein.
Certified by:
________________________________________
David Harrington Executive Director Metropolitan Transit Development Corp.
Date: June 15, 2025
[Copies of enabling legislation, bylaws, and amendments follow this page]
Name | Title / Office | Specimen Signature
Margaret Kowalski | Chair, Board of Directors | ______
David Harrington | Executive Director | ______
Priya Subramanian | Chief Financial Officer | ______
Marcus Jennings | Vice President, Real Estate Development | ______
Lydia Okafor | General Counsel | ______
Connor McBride | Project Director, Hudson Yards West | ______

OFFICER'S CERTIFICATE

METROPOLITAN TRANSIT DEVELOPMENT CORP.

RECITALS

CERTIFICATION AND ACKNOWLEDGMENT

EXECUTION

METROPOLITAN TRANSIT DEVELOPMENT CORP.

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF NEW YORK COUNTY OF NEW YORK

EXHIBIT A

INCUMBENCY SCHEDULE

METROPOLITAN TRANSIT DEVELOPMENT CORP.

EXHIBIT B

CERTIFIED COPY OF BOARD RESOLUTIONS

RESOLUTIONS OF THE BOARD OF DIRECTORS OF METROPOLITAN TRANSIT DEVELOPMENT CORP.

NOW, THEREFORE, BE IT:

SECRETARY'S / CLERK'S CERTIFICATION

EXHIBIT C

ORGANIZATIONAL DOCUMENTS

METROPOLITAN TRANSIT DEVELOPMENT CORP.

Record

Parties

Dates

Amounts