1031-00004 · Hudson Yards West Mortgage LLC · Transaction Documents/Mezzanine

guaranty-recourse-obligations-mezzanine.docx DOCUMENT Real Estate

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GUARANTY OF RECOURSE OBLIGATIONS

Mezzanine Loan — Hudson Yards West

Mezzanine Loan in the Original Principal Amount of $200,000,000

Dated as of June 15, 2025

Guarantor: Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois

Lender: Granite Peak Capital Partners, LP, a Delaware limited partnership

Borrower: Hudson Yards West Mezzanine LLC, a Delaware limited liability company

Project: 450 West 34th Street New York, New York 10001

GUARANTY OF RECOURSE OBLIGATIONS

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is made and entered into as of June 15, 2025, by METROPOLITAN TRANSIT DEVELOPMENT CORP., a government instrumentality organized under the laws of the State of Illinois (together with its successors and permitted assigns, "Guarantor"), in favor of GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership (together with its successors, endorsees, transferees, participants, and assigns, "Lender").

RECITALS

WHEREAS, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Borrower"), and Lender are entering into that certain Mezzanine Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Lender has agreed to make a mezzanine loan to Borrower in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000) (the "Mezzanine Loan"), as evidenced by that certain Mezzanine Promissory Note of even date herewith in the stated principal amount of $200,000,000 (the "Mezzanine Note");

WHEREAS, the Mezzanine Loan is secured by, among other things, a pledge of one hundred percent (100%) of the limited liability company membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), held by Borrower, pursuant to that certain Pledge and Security Agreement of even date herewith executed by Borrower in favor of Lender (the "Pledge Agreement"), together with Uniform Commercial Code financing statements and other security documents as more particularly described in the Loan Agreement;

WHEREAS, the Mezzanine Loan is subject to that certain Intercreditor Agreement of even date herewith (the "Intercreditor Agreement") entered into by and between Lender and Ironclad National Bank, N.A., in its capacity as administrative agent for the holders of the senior mortgage loan (the "Senior Lender"), which Intercreditor Agreement governs, among other things, the relative rights, priorities, and remedies of Lender and Senior Lender with respect to the Project and the collateral securing their respective loans;

WHEREAS, Guarantor is the indirect owner and sole member of Borrower and, as such, will derive substantial direct and indirect economic benefit from the making of the Mezzanine Loan and the continued development and operation of the mixed-use development project known as "Hudson Yards West" located at 450 West 34th Street, New York, New York 10001 (the "Project"), as more particularly described in the Loan Agreement;

WHEREAS, execution and delivery of this Guaranty by Guarantor is a condition precedent to the obligation of Lender to make the Mezzanine Loan to Borrower pursuant to the Loan Agreement, and Lender would not make the Mezzanine Loan but for Guarantor's agreement to execute and deliver this Guaranty; and

WHEREAS, the Loan Agreement provides that Borrower shall have no personal liability for the Guaranteed Obligations (as hereinafter defined) except as expressly set forth therein, and Guarantor has agreed to guaranty the payment and performance of such obligations as more particularly set forth in this Guaranty.

NOW, THEREFORE, in consideration of Lender making the Mezzanine Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms.

As used in this Guaranty, the following terms shall have the meanings set forth below:

"Borrower" means Hudson Yards West Mezzanine LLC, a Delaware limited liability company, together with its successors and permitted assigns.

"Guaranteed Obligations" means, collectively, (a) the Loss Recourse Obligations described in Section 2.1 hereof, and (b) the Full Recourse Obligations described in Section 2.2 hereof, in each case as such obligations may be modified, amended, extended, renewed, or supplemented from time to time in accordance with the terms of the Loan Documents.

"Guaranty" means this Guaranty of Recourse Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Lender" means Granite Peak Capital Partners, LP, a Delaware limited partnership, together with its successors, endorsees, transferees, participants, and assigns.

"Loan Agreement" means that certain Mezzanine Loan Agreement dated as of the date hereof, by and between Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" means the "Loan Documents" as defined in the Loan Agreement, including, without limitation, the Loan Agreement, the Mezzanine Note, the Pledge Agreement, the Environmental Indemnity Agreement dated as of the date hereof by Borrower and Guarantor in favor of Lender, all Uniform Commercial Code financing statements, the Cash Management Agreement dated as of the date hereof by and among Borrower, Lender, and the depository bank identified therein, and all other documents, instruments, certificates, and agreements executed and delivered in connection with the Mezzanine Loan, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Mortgage Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its successors and permitted assigns.

"Mortgage Loan" means the senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) made by Ironclad National Bank, N.A., as administrative agent, to Mortgage Borrower, as evidenced by the loan documents executed in connection therewith.

"Project" means the mixed-use development located at 450 West 34th Street, New York, New York 10001 (designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the City of New York, County of New York), including all buildings, improvements, fixtures, and appurtenances now or hereafter located thereon, as more particularly described in the Loan Agreement.

"Senior Lender" means Ironclad National Bank, N.A., in its capacity as administrative agent for the holders of the Mortgage Loan, together with its successors and assigns in such capacity.

"SPE Requirements" means the special-purpose entity covenants, requirements, and restrictions set forth in Section 5.14 of the Loan Agreement, as the same may be amended from time to time.

Section 1.2 — Incorporation by Reference.

All capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict between the definitions set forth in this Article 1 and the definitions set forth in the Loan Agreement, the definitions in this Guaranty shall control for purposes of this Guaranty.

Section 1.3 — Rules of Construction.

The following rules of construction shall apply to this Guaranty:

(a) The headings and captions in this Guaranty are inserted for convenience of reference only and shall not define, limit, or otherwise affect the interpretation or construction of any provision hereof.

(b) Words importing the singular number shall include the plural number and vice versa, and words importing one gender shall include all genders.

(c) The word "including" and words of similar import, when used in this Guaranty, shall mean "including, without limitation," unless the context clearly indicates otherwise.

(d) References herein to "Articles," "Sections," and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Guaranty unless expressly stated otherwise.

(e) References to any Loan Document or other agreement or instrument shall mean such document, agreement, or instrument as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, supplements, replacements, or modifications set forth in the Loan Documents).

(f) References to any statute, law, rule, or regulation shall include all amendments, modifications, codifications, replacements, and successor provisions thereto.

(g) All questions of interpretation and construction of this Guaranty, including the defined terms used herein, shall be governed by and determined in accordance with the internal laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction.

(h) This Guaranty shall not be construed more strictly against any party by reason of the fact that such party or its counsel drafted or participated in the drafting of this Guaranty, it being acknowledged that all parties have contributed substantially and materially to its preparation.

ARTICLE 2 — GUARANTEED OBLIGATIONS

Section 2.1 — Loss Recourse Obligations.

Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the payment of all losses, damages, costs, expenses, liabilities, claims, actions, and reasonable attorneys' fees and disbursements (including the fees and disbursements of appellate counsel) actually incurred or suffered by Lender arising out of or in connection with any of the following acts, omissions, events, or circumstances (each, a "Loss Recourse Event") by or involving Borrower, Mortgage Borrower, Guarantor, or any affiliate of any of the foregoing (collectively, the "Loss Recourse Obligations"):

(a) Fraud or Material Misrepresentation. Any fraud or intentional material misrepresentation made by Borrower, Mortgage Borrower, or Guarantor (or any officer, director, manager, member, partner, employee, or agent of any of the foregoing acting within the scope of such person's authority) in connection with the Mezzanine Loan, including any fraud or intentional material misrepresentation contained in any of the Loan Documents, any financial statement, any certificate, any report, or any other document or information delivered to Lender in connection with the origination, administration, or enforcement of the Mezzanine Loan or the Loan Documents.

(b) Misappropriation or Misapplication of Funds. Any misappropriation, misapplication, conversion, or diversion (whether by act or omission) of any of the following: (i) rents, revenues, receipts, royalties, profits, or other income derived from the Project collected or received after the occurrence and during the continuance of an Event of Default under the Loan Documents; (ii) insurance proceeds payable or paid in connection with any casualty affecting the Project or any portion thereof; (iii) condemnation awards, settlements, or proceeds payable or paid in connection with any taking or threatened taking of the Project or any portion thereof; (iv) tenant security deposits, letters of credit held as security, or other deposits required to be held in trust or escrow for the benefit of tenants or Lender; or (v) any amounts held in or required to be deposited into reserve accounts, escrow accounts, impound accounts, or other accounts established pursuant to the Loan Documents or the Cash Management Agreement.

(c) Waste. The commission of physical waste of the Project (but not mere economic diminution in value or depreciation resulting from ordinary wear and tear, market conditions, or changes in applicable law) committed by or at the direction of Borrower, Mortgage Borrower, or Guarantor, or the knowing or willful failure by Borrower, Mortgage Borrower, or Guarantor to prevent physical waste of the Project when such party had reasonable notice of conditions constituting or reasonably likely to constitute physical waste and failed to take commercially reasonable steps to remedy or prevent such waste.

(d) Removal or Disposal of Collateral. Any removal, disposal, transfer, concealment, or destruction of any portion of the Project or any collateral securing the Mezzanine Loan after the occurrence and during the continuance of an Event of Default, to the extent such removal, disposal, transfer, concealment, or destruction is in violation of the Loan Documents, except for the removal of personal property in the ordinary course of business to the extent permitted under the Loan Documents.

(e) Failure to Pay Taxes, Charges, and Ground Rent. The failure by Borrower or Mortgage Borrower to pay, prior to the date on which penalties or interest would accrue thereon, any real estate taxes, assessments, water charges, sewer rents, or ground rent due and payable under the Ground Lease recorded under City Register File Number CRFN 2020000198762 (the "Ground Lease"), to the extent that (i) funds were available to Borrower or Mortgage Borrower for the payment thereof (whether from operating income, reserve accounts, or otherwise), or (ii) such funds were made available or were required to be made available through the proceeds of the Mezzanine Loan or the Mortgage Loan and were not applied by Borrower or Mortgage Borrower for such purposes.

(f) Failure to Maintain Insurance. The failure by Borrower or Mortgage Borrower to obtain or maintain in full force and effect the insurance coverages required under the Loan Agreement, including commercial general liability insurance, property and casualty insurance, builder's risk insurance (during the construction period), flood insurance, and terrorism risk insurance, in each case with the coverage amounts, carriers, deductibles, and endorsements required by the Loan Agreement, except to the extent that such failure results solely from Lender's failure to release insurance escrow funds when required to do so under the Loan Documents.

(g) Environmental Matters. Any breach by Borrower, Mortgage Borrower, or Guarantor of the environmental representations, warranties, or covenants set forth in the Loan Agreement or the Environmental Indemnity Agreement of even date herewith executed by Borrower and Guarantor in favor of Lender, but only to the extent that such breach results in actual contamination of the Project or any adjacent real property, including the release, discharge, or disposal of any Hazardous Materials (as defined in the Loan Agreement) at, on, under, or emanating from the Project in violation of applicable Environmental Laws (as defined in the Loan Agreement). For the avoidance of doubt, the obligations of Guarantor under this Section 2.1(g) are in addition to, and not in limitation of, any obligations of Guarantor under the Environmental Indemnity Agreement.

(h) Ground Lease Modifications. Any modification, amendment, supplement, restatement, termination, surrender, cancellation, or abbreviation of the Ground Lease, or any consent to any assignment or subletting thereunder, without the prior written consent of Lender (to the extent such consent is required under the Loan Documents), or any action or omission by Borrower, Mortgage Borrower, or Guarantor that gives rise to a right of the ground lessor to terminate the Ground Lease, to the extent such action or omission was within the reasonable control of Borrower, Mortgage Borrower, or Guarantor.

(i) Criminal Acts. The commission of any criminal act by Borrower, Mortgage Borrower, or Guarantor (or any officer, director, manager, member, partner, employee, or agent thereof acting within the scope of such person's authority or on behalf of such entity) relating to or affecting the Project, the Mezzanine Loan, the collateral, or any of the Loan Documents, including criminal fraud, embezzlement, theft, or bribery.

Section 2.2 — Full Recourse Obligations.

Notwithstanding any limitation of liability of Borrower set forth in the Loan Agreement, the Mezzanine Note, or any other Loan Document, the entire indebtedness evidenced by the Mezzanine Note, including all outstanding principal, all accrued and unpaid interest (at the applicable default rate set forth in the Loan Agreement), all prepayment premiums, yield maintenance charges, exit fees, late charges, and all other sums, fees, costs, expenses, and amounts payable by Borrower under the Loan Documents (collectively, the "Full Recourse Obligations"), shall become the direct and personal obligation of Guarantor, and shall be fully recourse to Guarantor (in addition to being recourse to Borrower), upon the occurrence of any one or more of the following events (each, a "Full Recourse Event"):

(a) Voluntary Bankruptcy Filing. The filing by Borrower, Mortgage Borrower, or Guarantor of a voluntary petition under Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended (the "Bankruptcy Code"), or under any similar federal, state, or local law relating to bankruptcy, insolvency, reorganization, receivership, dissolution, winding-up, liquidation, composition, or adjustment of debts (collectively, "Insolvency Proceedings"), or the making by any such entity of a general assignment for the benefit of creditors, or the admission by any such entity in writing of its inability to pay its debts as they become due.

(b) Collusive Involuntary Filing. Borrower, Mortgage Borrower, or Guarantor (or any direct or indirect member, partner, shareholder, officer, director, manager, or affiliate of any of the foregoing) colluding with, soliciting, encouraging, advising, or causing any other person or entity to file an involuntary petition against Borrower or Mortgage Borrower under the Bankruptcy Code or under any other Insolvency Proceeding, or consenting to or acquiescing in (whether by failure to timely object or otherwise) any such involuntary filing.

(c) Failure to Contest Involuntary Petition. The failure by Borrower or Mortgage Borrower to (i) timely and diligently contest an involuntary petition filed against Borrower or Mortgage Borrower under the Bankruptcy Code or any other Insolvency Proceeding within sixty (60) days after the filing thereof, or (ii) obtain the dismissal, discharge, or vacation of any such involuntary petition within ninety (90) days after the filing thereof; provided, however, that this subsection (c) shall not give rise to Full Recourse Obligations if Borrower or Mortgage Borrower demonstrates to Lender's reasonable satisfaction that the involuntary petition was filed without any direct or indirect involvement, collusion, solicitation, or encouragement of Borrower, Mortgage Borrower, Guarantor, or any affiliate thereof and that Borrower or Mortgage Borrower is diligently pursuing dismissal in good faith.

(d) Substantive Consolidation. The entry of an order by any court of competent jurisdiction substantively consolidating the assets and liabilities of Borrower or Mortgage Borrower with the assets and liabilities of any other person or entity, or the filing of a motion or pleading by or on behalf of Borrower, Mortgage Borrower, Guarantor, or any affiliate thereof seeking such substantive consolidation.

(e) Violation of SPE Requirements. Any material violation by Borrower or Mortgage Borrower of the SPE Requirements set forth in the Loan Agreement, including, without limitation, any of the following: (i) the failure to maintain separateness of identity, operations, and administration from Guarantor or any affiliate of Guarantor; (ii) the failure to hold all assets in Borrower's or Mortgage Borrower's own name, as applicable; (iii) the commingling of assets, funds, bank accounts, or financial records of Borrower or Mortgage Borrower with those of Guarantor or any other person or entity; (iv) the failure to appoint and maintain at least one (1) independent director or independent manager of Borrower or Mortgage Borrower, as applicable, as required by the organizational documents of such entity and the Loan Agreement; (v) the failure to maintain separate books, records, and financial statements from Guarantor and all other affiliates; or (vi) the failure to observe and comply with organizational formalities required by applicable law and the organizational documents of Borrower or Mortgage Borrower, including holding appropriate meetings of members or managers, maintaining separate stationery, business cards, and signage, and representing itself as a separate entity to third parties, creditors, and governmental authorities.

(f) Prohibited Transfer. Any Transfer (as defined in the Loan Agreement), whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of (i) any direct or indirect ownership interest in Borrower or Mortgage Borrower, (ii) any direct or indirect interest in the Project, or (iii) any collateral securing the Mezzanine Loan, in each case in violation of the transfer restrictions set forth in the Loan Agreement, without the prior written consent of Lender to the extent such consent is required thereunder.

(g) Unauthorized Indebtedness. The incurrence, assumption, or guaranty by Borrower or Mortgage Borrower of any indebtedness in violation of the Loan Agreement, including, without limitation, the incurrence of any subordinate or additional mortgage debt, mezzanine debt, preferred equity, or other form of financing secured by or relating to the Project, Borrower, or Mortgage Borrower, or the granting of any lien, encumbrance, security interest, or other charge upon any collateral or any portion of the Project, in each case without the prior written consent of Lender.

Section 2.3 — Interaction with Senior Loan Guaranty.

Guarantor acknowledges and agrees that this Guaranty is given by Guarantor to Lender independent of, and in addition to, any guaranty of recourse obligations, environmental indemnity, or other agreement delivered by Guarantor in favor of Ironclad National Bank, N.A. (as Senior Lender) in connection with the Mortgage Loan (collectively, the "Senior Guaranty"). Lender's rights under this Guaranty shall not be diminished, impaired, reduced, or otherwise affected by (a) the existence, terms, or conditions of the Senior Guaranty, (b) any exercise or non-exercise by Senior Lender of any rights or remedies under the Senior Guaranty or the Mortgage Loan documents, (c) any waiver, release, compromise, or settlement between Guarantor and Senior Lender under the Senior Guaranty, or (d) any modification, amendment, supplement, or restatement of the Senior Guaranty. The obligations of Guarantor hereunder are subject to the Intercreditor Agreement solely as, and to the extent, expressly set forth therein, and nothing in this Section 2.3 shall be construed to modify or supersede the express terms of the Intercreditor Agreement with respect to the exercise of remedies and the application of proceeds.

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Unconditional and Irrevocable Guaranty.

This Guaranty constitutes an absolute, unconditional, irrevocable, and continuing guaranty of the full and punctual payment and performance of the Guaranteed Obligations by Guarantor. The obligations of Guarantor hereunder are independent of the obligations of Borrower under the Loan Documents and constitute a separate and independent cause of action against Guarantor. A separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against Borrower, Mortgage Borrower, or any other person, and whether or not Borrower is joined in any such action or actions. Guarantor is primarily, jointly, and severally liable with Borrower for the Guaranteed Obligations, and this Guaranty shall be enforceable against Guarantor and its successors and assigns without the necessity of any suit or proceeding on Lender's part of any kind or nature against Borrower, Mortgage Borrower, or any other person, and without the necessity of any notice of nonpayment, nonperformance, or nonobservance, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives.

Section 3.2 — Guaranty of Payment, Not Collection.

This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Lender shall not be required, as a condition of Guarantor's liability hereunder, to (a) make any demand upon or pursue any rights or remedies against Borrower, Mortgage Borrower, or any other person, (b) make any demand upon or pursue any rights or remedies against any collateral or security for the Mezzanine Loan, including the pledged membership interests, (c) pursue any rights or remedies available to Lender under the Intercreditor Agreement, (d) join Borrower or any other person as a party to any proceeding to enforce this Guaranty, or (e) resort to any other means of obtaining payment or performance. Lender may, at its election, exercise any right or remedy it may have against Borrower, Mortgage Borrower, Guarantor, or any other obligor, or any collateral or security, in any order, and any such exercise shall not affect or impair Lender's right to exercise any other right or remedy. Lender may proceed simultaneously or in any order against Guarantor, Borrower, and any collateral or security.

Section 3.3 — Continuing Guaranty.

This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated in accordance with their respective terms. Without limiting the generality of the foregoing, this Guaranty shall not be terminated, reduced, or otherwise affected by (a) any foreclosure on the pledged membership interests, (b) any sale pursuant to the Uniform Commercial Code or otherwise, (c) any acceptance of a deed-in-lieu of foreclosure or UCC strict foreclosure, (d) any transfer of all or any portion of the collateral pursuant to the Intercreditor Agreement, (e) the dissolution, merger, consolidation, reorganization, or termination of Borrower or Mortgage Borrower, or (f) any other event that, but for this provision, might be deemed to terminate, discharge, or otherwise affect any obligation of Guarantor hereunder. This Guaranty shall survive any foreclosure, UCC disposition, or other realization upon the collateral and shall continue in effect with respect to any deficiency or other amounts that may remain outstanding after any such foreclosure, disposition, or realization.

Section 3.4 — Reinstatement.

If at any time all or any part of any payment theretofore received by Lender from Borrower or Guarantor or any other person on account of any of the Guaranteed Obligations is rescinded, must be restored or returned, or is otherwise avoided upon the insolvency, bankruptcy, reorganization, dissolution, or liquidation of Borrower, Guarantor, or any other person, or upon or as a result of the appointment of a receiver, conservator, trustee, or similar officer for Borrower, Guarantor, or any other person, or upon or as a result of any proceeding or action taken by any of the foregoing, or for any other reason whatsoever (including any judgment, decree, or order of any court or administrative body), as a preference, fraudulent transfer, fraudulent conveyance, or otherwise under any applicable federal, state, or local law (including Sections 544, 547, 548, and 550 of the Bankruptcy Code), all as though such payment had not been made, then, and in any such event, this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of the amount of such rescinded, restored, returned, or avoided payment, and Guarantor's obligations hereunder with respect to such payment shall be revived, reinstated, and continued in full force and effect as if such payment had never been made.

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — General Waivers.

Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each and every one of the following:

(a) Notice of acceptance of this Guaranty by Lender, and Guarantor agrees that this Guaranty shall be deemed accepted by Lender upon execution and delivery hereof by Guarantor without any further act, condition, or acceptance on the part of Lender.

(b) Notice of any advance, disbursement, or other extension of credit made by Lender under the Mezzanine Loan or any of the Loan Documents, and Guarantor acknowledges that advances may be made and credit may be extended under the Loan Documents without notice to or consent of Guarantor.

(c) Presentment, demand for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices of any kind to which Guarantor might otherwise be entitled under applicable law, including any notice required under Article 3 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(d) Notice of any default or Event of Default under the Loan Documents, except to the extent that notice is expressly required to be given to Guarantor under this Guaranty.

(e) Notice of any amendment, modification, supplement, renewal, extension, increase, or rearrangement of any of the Loan Documents, or of any change in the time, manner, or place of payment or other terms of any of the Guaranteed Obligations; provided, however, that the obligations of Guarantor hereunder shall not be increased beyond the scope of the Guaranteed Obligations as defined herein without the prior written consent of Guarantor.

(f) Any right to require Lender to (i) proceed against Borrower, Mortgage Borrower, or any other person, (ii) proceed against, exhaust, or apply any security or collateral held by Lender (including, without limitation, the pledged membership interests or any other collateral under the Loan Documents), or (iii) pursue or exhaust any other remedy in Lender's power or available to Lender before proceeding against Guarantor under this Guaranty.

(g) Any defense based on or arising out of the impairment, release, surrender, exchange, substitution, alteration, or modification of any collateral, security, or other guaranty held by Lender at any time for the Guaranteed Obligations, including without limitation any anti-marshaling defense, and any right to direct the order or manner of realization upon any such collateral, security, or guaranty.

(h) The benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, to the fullest extent permitted by applicable law.

(i) Any right of subrogation, reimbursement, exoneration, indemnification, or contribution that Guarantor may have against Borrower, Mortgage Borrower, or any other person, or against any collateral or security, by reason of any payment made or obligation performed by Guarantor under this Guaranty, until such time as all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated. To the extent any such right cannot be waived, Guarantor hereby subordinates all such rights to the prior indefeasible payment in full of all Guaranteed Obligations and agrees not to exercise or enforce any such right until all Guaranteed Obligations have been indefeasibly paid and satisfied in full.

(j) Any defense arising from or related to the absence, impairment, limitation, or loss of any right of reimbursement, subrogation, contribution, or other right or remedy of Guarantor against Borrower, Mortgage Borrower, any other guarantor, or any collateral, whether resulting from any act or omission of Lender or otherwise.

Section 4.2 — Waiver of Suretyship Defenses.

Guarantor hereby waives, to the fullest extent permitted by applicable law, all suretyship defenses and defenses in the nature of suretyship, including, without limitation, any defense based on or arising out of (a) the incapacity, lack of authority, death, or disability of Borrower, Mortgage Borrower, or any other person, (b) the failure of Lender to file or enforce a claim in any bankruptcy or other proceeding against Borrower or any other person, (c) the election by Lender, in any proceeding under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (d) any borrowing or granting of a security interest by Borrower as debtor-in-possession under Section 364 of the Bankruptcy Code, (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Lender's claim for repayment of the Guaranteed Obligations, or (f) any defense available under New York General Obligations Law Section 15-301 et seq. or any other similar provision of applicable law. Guarantor acknowledges and agrees that its obligations hereunder are not conditioned or contingent upon the genuineness, validity, regularity, or enforceability of any of the Loan Documents or upon the existence, value, or condition of any collateral or security for the Guaranteed Obligations.

Section 4.3 — Election of Remedies.

Lender's election of any remedy available to it under the Loan Documents, at law, or in equity (including, without limitation, the commencement or completion of any judicial or non-judicial foreclosure action or proceeding, any Uniform Commercial Code sale or strict foreclosure on the pledged membership interests, the acceptance of a deed-in-lieu of foreclosure, the appointment of a receiver, or any other exercise of remedies against Borrower, Mortgage Borrower, or the collateral) shall not impair, diminish, release, or otherwise affect Lender's rights under this Guaranty or Guarantor's obligations hereunder, and Lender's rights under this Guaranty shall continue undiminished notwithstanding the exercise of any such remedy.

Section 4.4 — Anti-Deficiency Waiver.

Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any defense or claim based upon any anti-deficiency statute, fair-value limitation statute, one-action rule, or any similar law or rule in any jurisdiction that would limit, reduce, or eliminate Guarantor's liability under this Guaranty by reason of the value of any collateral, the manner in which such collateral is disposed of, or the failure to obtain any deficiency judgment following foreclosure or other disposition of collateral. Without limiting the generality of the foregoing, Guarantor waives any defense or claim under Sections 1371 and 580a-580d of the California Code of Civil Procedure (and any equivalent or successor provisions in any jurisdiction), to the extent applicable, and acknowledges that such waiver is made with full knowledge of the rights being waived and after having been advised by independent counsel.

ARTICLE 5 — GUARANTOR REPRESENTATIONS AND WARRANTIES

Guarantor hereby represents and warrants to Lender as of the date hereof as follows:

Section 5.1 — Organization and Authority.

Guarantor is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois. Guarantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Guaranty and each of the other Loan Documents to which it is a party. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary governmental, corporate, and other action on the part of Guarantor, including, without limitation, the adoption of Resolution No. 2025-0411 by the Board of Directors of Guarantor, duly authorized by Margaret Kowalski, Chair of the Board of Directors, at a meeting duly convened and held on April 11, 2025, at which a quorum was present and acting throughout. No further consents, approvals, authorizations, registrations, filings, or actions of or with any governmental authority or other person are required in connection with the execution, delivery, and performance by Guarantor of this Guaranty.

Section 5.2 — Enforceability.

This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting the enforcement of creditors' rights generally, (b) the exercise of judicial discretion and the application of principles of equity (whether applied in a proceeding at law or in equity), and (c) any applicable sovereign immunity defenses that Guarantor has not expressly waived (and to the extent applicable, Guarantor hereby waives all sovereign immunity defenses available to it under applicable law with respect to any action or proceeding to enforce this Guaranty, to the fullest extent permitted by law).

Section 5.3 — No Conflicts.

The execution, delivery, and performance of this Guaranty by Guarantor (a) do not violate, contravene, or conflict with Guarantor's charter, articles of organization, bylaws, enabling legislation, or other governing documents, (b) do not violate, contravene, or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, or award currently in effect and applicable to Guarantor, (c) do not violate, contravene, or conflict with, or result in a 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, any material contract, agreement, mortgage, deed of trust, lease, license, instrument, or other arrangement to which Guarantor is a party or by which Guarantor or any of its property or assets may be bound, and (d) will not result in the creation or imposition of any lien, charge, or encumbrance of any nature upon any of the assets or property of Guarantor (other than pursuant to the Loan Documents).

Section 5.4 — Financial Condition.

Guarantor has delivered to Lender true, correct, and complete copies of its audited financial statements for the fiscal year ending December 31, 2024, prepared in accordance with generally accepted accounting principles applied on a consistent basis and audited by Whitfield Albrecht & Co. LLP, an independent certified public accounting firm (the "FY2024 Audited Statements"). Based on the FY2024 Audited Statements, Guarantor had (a) total operating revenue of approximately One Billion One Hundred Twenty Million and 00/100 Dollars ($1,120,000,000), (b) net assets of approximately Three Billion Seven Hundred Million and 00/100 Dollars ($3,700,000,000), and (c) a real estate portfolio with an aggregate appraised value of approximately Four Billion Eight Hundred Million and 00/100 Dollars ($4,800,000,000), spread across commercial, mixed-use, and transit-oriented development properties in eleven (11) states. Guarantor currently holds an A– credit rating from Pinnacle Ratings Group (identifier PRG-MTDC-A-2024-1187). Since the date of the FY2024 Audited Statements, there has been no material adverse change in the financial condition, business, operations, properties, or prospects of Guarantor. The FY2024 Audited Statements fairly present in all material respects the financial condition of Guarantor as of the date thereof and the results of its operations for the period covered thereby.

Section 5.5 — Litigation.

There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the best of Guarantor's knowledge after due inquiry, threatened against or affecting Guarantor before any court, arbitral tribunal, administrative agency, or other governmental authority that could reasonably be expected to result in a Material Adverse Effect (as defined in the Loan Agreement) on Guarantor's ability to perform its obligations under this Guaranty. There are no outstanding orders, judgments, injunctions, awards, or decrees of any court, arbitral tribunal, administrative agency, or other governmental authority against Guarantor or any of its assets that could reasonably be expected to result in a Material Adverse Effect on Guarantor's ability to perform its obligations under this Guaranty.

Section 5.6 — No Bankruptcy.

Guarantor has not filed, nor is it contemplating filing, any petition for relief under the Bankruptcy Code or under any similar federal, state, or local law relating to bankruptcy, insolvency, reorganization, receivership, dissolution, winding-up, liquidation, composition, or adjustment of debts. No involuntary petition under the Bankruptcy Code or under any similar law has been filed or is pending against Guarantor. Guarantor has not made a general assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they become due, or consented to the appointment of a receiver, conservator, trustee, or similar officer for any substantial part of its property.

Section 5.7 — Benefits.

Guarantor acknowledges that (a) it is the indirect owner of one hundred percent (100%) of the equity interests in Borrower, (b) it will derive substantial direct and indirect economic benefit from the making of the Mezzanine Loan and the development, construction, and operation of the Project, including enhanced real estate portfolio value, transit-oriented development revenue, and long-term appreciation of the Project, and (c) Guarantor's execution and delivery of this Guaranty is a material inducement to Lender in making the Mezzanine Loan, without which inducement Lender would not make the Mezzanine Loan or enter into the Loan Agreement.

Section 5.8 — Independent Investigation.

Guarantor has independently and without reliance upon Lender investigated and examined the financial condition, business, operations, and affairs of Borrower, Mortgage Borrower, and the Project, and Guarantor has made its own determination regarding the value of the Project, the creditworthiness of Borrower, and the feasibility of the development plan for the Project. Guarantor is not relying on any information, statement, representation, or warranty provided by Lender or any of Lender's officers, directors, employees, agents, attorneys, or other representatives in connection with the execution and delivery of this Guaranty. So long as the Guaranteed Obligations remain outstanding, Guarantor shall keep itself informed regarding the financial condition, business, operations, and affairs of Borrower, Mortgage Borrower, and the Project.

ARTICLE 6 — GUARANTOR COVENANTS

Guarantor hereby covenants and agrees as follows:

Section 6.1 — Financial Reporting.

Guarantor shall deliver to Lender, at Guarantor's sole cost and expense, each of the following:

(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor (commencing with the fiscal year ending December 31, 2025), the audited financial statements of Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis, audited by Whitfield Albrecht & Co. LLP or another independent certified public accounting firm of nationally recognized standing that is acceptable to Lender in its reasonable discretion. Such audited financial statements shall include a balance sheet, statement of revenues, expenses, and changes in net assets, statement of cash flows, and all related notes and supplemental schedules, together with the unqualified opinion of such independent auditor thereon (or, if a qualified opinion is issued, Guarantor shall promptly provide Lender with a written explanation of the basis for such qualification).

(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Guarantor (commencing with the fiscal quarter ending September 30, 2025), the unaudited financial statements of Guarantor for such fiscal quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis (subject to year-end audit adjustments and the absence of notes), certified by the Chief Financial Officer of Guarantor as fairly presenting in all material respects the financial condition of Guarantor as of the date thereof and the results of operations for the period covered thereby.

(c) Credit Rating Notification. Prompt written notice (and in any event within five (5) business days) of any downgrade in Guarantor's credit rating below BBB (or its equivalent) from Pinnacle Ratings Group or any other nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended), including a description of the basis for such downgrade to the extent publicly available.

(d) Annual Compliance Certificate. Together with the annual audited financial statements delivered pursuant to clause (a) above, an officer's certificate (in substantially the form attached to the Loan Agreement as Exhibit G, or in such other form as Lender may reasonably approve) duly executed by the Chief Financial Officer of Guarantor (currently Priya Subramanian, or her successor in such capacity) certifying that (i) Guarantor is in compliance with all of the covenants set forth in this Article 6 as of the date of such certificate, (ii) no Event of Default under this Guaranty has occurred and is continuing (or, if any such Event of Default has occurred and is continuing, specifying the nature thereof and the steps being taken or proposed to be taken to cure the same), and (iii) the financial information delivered pursuant to clause (a) above is true, correct, and complete in all material respects.

Section 6.2 — Net Worth / Liquidity Covenant.

Guarantor shall maintain at all times during the term of the Mezzanine Loan (from the date hereof through and including the date on which all Guaranteed Obligations have been indefeasibly paid and satisfied in full):

(a) Minimum Net Worth. A minimum net worth (i.e., total net assets, as reflected on Guarantor's balance sheet prepared in accordance with generally accepted accounting principles applied on a consistent basis) of not less than Two Billion and 00/100 Dollars ($2,000,000,000), exclusive of the value of Guarantor's direct or indirect interest in the Project (including any membership interests in Borrower or Mortgage Borrower and any direct interest in the Project or the real property constituting the Project).

(b) Minimum Liquid Assets. Minimum liquid assets (defined as the aggregate amount of Guarantor's unrestricted and unencumbered cash, cash equivalents, marketable securities, and United States Treasury obligations, in each case valued at fair market value) of not less than One Hundred Million and 00/100 Dollars ($100,000,000).

The financial covenants set forth in this Section 6.2 shall be tested annually as of the last day of each fiscal year of Guarantor, based on the audited financial statements delivered pursuant to Section 6.1(a) above, and shall be certified in the annual officer's certificate delivered pursuant to Section 6.1(d) above. If Guarantor fails to satisfy either or both of the financial covenants set forth in subsections (a) and (b) above for two (2) consecutive annual testing periods, such failure shall constitute an Event of Default under this Guaranty unless Guarantor cures such failure within thirty (30) days after receipt of written notice from Lender specifying such failure; provided, that in no event shall the foregoing cure period apply to or extend the time for curing any other Event of Default under this Guaranty.

Section 6.3 — Existence.

Guarantor shall maintain its existence and status as a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois throughout the term of this Guaranty. Guarantor shall not dissolve, liquidate, wind up, merge with or into, or consolidate with any other entity, or sell or otherwise dispose of all or substantially all of its assets, without the prior written consent of Lender (which consent may be withheld in Lender's sole and absolute discretion).

Section 6.4 — Notice of Material Events.

Guarantor shall promptly notify Lender in writing (and in any event within ten (10) business days of Guarantor's knowledge thereof) of:

(a) Any litigation, arbitration, administrative proceeding, claim, investigation, or other legal proceeding commenced or, to Guarantor's knowledge, threatened against Guarantor that could reasonably be expected to have a Material Adverse Effect on Guarantor's ability to perform its obligations under this Guaranty.

(b) Any event, act, condition, or circumstance that has occurred or that Guarantor reasonably believes is likely to occur that could constitute, or with the passage of time, giving of notice, or both could constitute, a default or Event of Default under this Guaranty.

(c) Any material adverse change in Guarantor's financial condition, including any change that would cause any representation or warranty in Article 5 to be materially untrue if made at such time.

(d) Any change in Guarantor's senior management, including any change in the person holding the position of Executive Director, Chief Financial Officer, or General Counsel of Guarantor (or any equivalent position), together with the name and qualifications of any replacement for such position.

ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES

Section 7.1 — Events of Default.

Each of the following events shall constitute an "Event of Default" under this Guaranty:

(a) Payment Default. The failure by Guarantor to pay any Guaranteed Obligation within ten (10) business days after written demand therefor by Lender to Guarantor.

(b) Representation and Warranty Default. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by or on behalf of Guarantor to Lender pursuant hereto proving to have been materially untrue, inaccurate, or misleading in any material respect when made or deemed made.

(c) Covenant Default. The failure by Guarantor to observe or perform any covenant, agreement, or obligation of Guarantor set forth in this Guaranty, subject to the following notice and cure periods: (i) with respect to the financial covenants set forth in Section 6.2, a period of thirty (30) days after written notice from Lender to Guarantor specifying such failure (but only if such failure exists for two consecutive testing periods as provided in Section 6.2); and (ii) with respect to any other non-monetary covenant (other than any covenant the breach of which constitutes an Event of Default under any other subsection of this Section 7.1), a period of thirty (30) days after written notice from Lender to Guarantor specifying such breach; provided, that no notice or cure period shall apply to any Event of Default described in subsection (d) below.

(d) Bankruptcy of Guarantor. Guarantor (i) becomes insolvent (as defined in the Bankruptcy Code or under applicable state law), (ii) files a voluntary petition under the Bankruptcy Code or under any similar federal, state, or local insolvency law, (iii) makes a general assignment for the benefit of creditors, (iv) admits in writing its inability to pay its debts as they become due, (v) consents to the appointment of, or the taking of possession by, a receiver, conservator, trustee, custodian, or similar officer for any substantial part of its property, or (vi) has an involuntary petition filed against it under the Bankruptcy Code or under any similar law that is not dismissed, vacated, or stayed within ninety (90) days after the filing thereof.

(e) Material Judgment. The entry of any final, non-appealable judgment or order against Guarantor for the payment of money in an aggregate amount in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000) (to the extent not covered by insurance or indemnification from a creditworthy third party) that remains unsatisfied, unvacated, unbonded, or unstayed for a period of sixty (60) consecutive days after the date of entry thereof.

Section 7.2 — Remedies.

Upon the occurrence and during the continuance of an Event of Default under this Guaranty, Lender may exercise any and all rights and remedies available to Lender at law, in equity, or under this Guaranty or any of the other Loan Documents, including, without limitation, commencing one or more actions against Guarantor to collect and recover the Guaranteed Obligations (or any portion thereof) and to obtain specific performance of Guarantor's obligations hereunder. All rights and remedies of Lender under this Guaranty are cumulative and not exclusive of any other rights or remedies that Lender may have under any other Loan Document, the Intercreditor Agreement, or under applicable law, and may be exercised concurrently, independently, or successively, in any order and at any time. Lender's exercise of any right or remedy shall not preclude Lender from exercising any other right or remedy, whether or not inconsistent, and no single or partial exercise of any right or remedy shall preclude any further or other exercise thereof or the exercise of any other right or remedy.

ARTICLE 8 — SUBORDINATION OF GUARANTOR'S RIGHTS

Section 8.1 — Subordination of Subrogation.

Until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated, Guarantor shall not exercise, enforce, or seek to exercise or enforce any right of subrogation, contribution, reimbursement, exoneration, indemnification, or similar right that Guarantor may have against Borrower, Mortgage Borrower, or any other person, or against any property or assets of Borrower, Mortgage Borrower, or any other person (including any collateral or security for the Mezzanine Loan or the Mortgage Loan), by reason of any payment made by Guarantor or any performance by Guarantor under this Guaranty. If, notwithstanding the foregoing, Guarantor receives any amount or obtains any benefit by reason of any right of subrogation, contribution, reimbursement, exoneration, or indemnification prior to the indefeasible payment in full of all Guaranteed Obligations, Guarantor shall hold such amount or benefit in trust for the benefit of Lender and shall promptly pay such amount or the value of such benefit to Lender in reduction of the Guaranteed Obligations then outstanding.

Section 8.2 — Subordination of Indebtedness.

Any indebtedness of Borrower or Mortgage Borrower now or hereafter owing to Guarantor (whether for borrowed money, management fees, reimbursement, contribution, advances, or otherwise) (the "Subordinated Indebtedness") is hereby subordinated in right of payment to the prior indefeasible payment in full of all Guaranteed Obligations and all other amounts payable under the Loan Documents. Until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, Guarantor shall not demand, accept, or receive any payment on account of any Subordinated Indebtedness (other than regularly scheduled management fees payable in the ordinary course of business to the extent expressly permitted under the Loan Agreement), and Guarantor shall not take any action to collect, enforce, accelerate, or realize upon any Subordinated Indebtedness. Upon the written request of Lender following the occurrence and during the continuance of an Event of Default under the Loan Documents or under this Guaranty, Guarantor shall collect and enforce any or all Subordinated Indebtedness (by litigation, proof of claim, or otherwise) and shall pay all proceeds thereof to Lender for application against the Guaranteed Obligations in such order as Lender may determine in its sole discretion.

ARTICLE 9 — MISCELLANEOUS

Section 9.1 — Governing Law.

This Guaranty shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. Guarantor acknowledges and agrees that the State of New York has a substantial relationship to the parties and the transactions contemplated hereby, and that the choice of New York law is reasonable and made in good faith by the parties.

Section 9.2 — Consent to Jurisdiction; Venue.

Guarantor hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate courts thereof, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty, the other Loan Documents, or the Guaranteed Obligations, (b) agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined exclusively in the courts described in clause (a) above, (c) waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (d) waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court, that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Guarantor further irrevocably consents to the service of process in any such action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to Guarantor at the address set forth in Section 9.4 hereof, such service to become effective ten (10) days after such mailing.

Section 9.3 — WAIVER OF JURY TRIAL.

GUARANTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS GUARANTY, ANY OF THE OTHER LOAN DOCUMENTS, THE GUARANTEED OBLIGATIONS, THE MEZZANINE LOAN, THE PROJECT, OR ANY CONDUCT, ACT, OMISSION, OR STATEMENT OF ANY PARTY OR ITS REPRESENTATIVES, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER AT LAW OR IN EQUITY. GUARANTOR AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS GUARANTY AND THE LOAN DOCUMENTS AND THAT EACH HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION HEREWITH. GUARANTOR AND LENDER EACH CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Section 9.4 — Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand (with written confirmation of receipt), (b) sent by a nationally recognized overnight courier service (with written confirmation of receipt), or (c) sent by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Guarantor:

Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Attention: Lydia Okafor, General Counsel

Telephone: (312) 555-8400

Email: lokafor@mtdc-il.gov

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006

Attention: Douglas Fairchild

Telephone: (212) 555-7300

Email: dfairchild@calderwoo

GUARANTY OF RECOURSE OBLIGATIONS
Mezzanine Loan — Hudson Yards West
Mezzanine Loan in the Original Principal Amount of $200,000,000
Dated as of June 15, 2025
Guarantor: Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois
Lender: Granite Peak Capital Partners, LP, a Delaware limited partnership
Borrower: Hudson Yards West Mezzanine LLC, a Delaware limited liability company
Project: 450 West 34th Street New York, New York 10001
GUARANTY OF RECOURSE OBLIGATIONS
This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is made and entered into as of June 15, 2025, by METROPOLITAN TRANSIT DEVELOPMENT CORP., a government instrumentality organized under the laws of the State of Illinois (together with its successors and permitted assigns, "Guarantor"), in favor of GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership (together with its successors, endorsees, transferees, participants, and assigns, "Lender").
RECITALS
WHEREAS, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Borrower"), and Lender are entering into that certain Mezzanine Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Lender has agreed to make a mezzanine loan to Borrower in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000) (the "Mezzanine Loan"), as evidenced by that certain Mezzanine Promissory Note of even date herewith in the stated principal amount of $200,000,000 (the "Mezzanine Note");
WHEREAS, the Mezzanine Loan is secured by, among other things, a pledge of one hundred percent (100%) of the limited liability company membership interests in Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Mortgage Borrower"), held by Borrower, pursuant to that certain Pledge and Security Agreement of even date herewith executed by Borrower in favor of Lender (the "Pledge Agreement"), together with Uniform Commercial Code financing statements and other security documents as more particularly described in the Loan Agreement;
WHEREAS, the Mezzanine Loan is subject to that certain Intercreditor Agreement of even date herewith (the "Intercreditor Agreement") entered into by and between Lender and Ironclad National Bank, N.A., in its capacity as administrative agent for the holders of the senior mortgage loan (the "Senior Lender"), which Intercreditor Agreement governs, among other things, the relative rights, priorities, and remedies of Lender and Senior Lender with respect to the Project and the collateral securing their respective loans;
WHEREAS, Guarantor is the indirect owner and sole member of Borrower and, as such, will derive substantial direct and indirect economic benefit from the making of the Mezzanine Loan and the continued development and operation of the mixed-use development project known as "Hudson Yards West" located at 450 West 34th Street, New York, New York 10001 (the "Project"), as more particularly described in the Loan Agreement;
WHEREAS, execution and delivery of this Guaranty by Guarantor is a condition precedent to the obligation of Lender to make the Mezzanine Loan to Borrower pursuant to the Loan Agreement, and Lender would not make the Mezzanine Loan but for Guarantor's agreement to execute and deliver this Guaranty; and
WHEREAS, the Loan Agreement provides that Borrower shall have no personal liability for the Guaranteed Obligations (as hereinafter defined) except as expressly set forth therein, and Guarantor has agreed to guaranty the payment and performance of such obligations as more particularly set forth in this Guaranty.
NOW, THEREFORE, in consideration of Lender making the Mezzanine Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms.
As used in this Guaranty, the following terms shall have the meanings set forth below:
"Borrower" means Hudson Yards West Mezzanine LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Guaranteed Obligations" means, collectively, (a) the Loss Recourse Obligations described in Section 2.1 hereof, and (b) the Full Recourse Obligations described in Section 2.2 hereof, in each case as such obligations may be modified, amended, extended, renewed, or supplemented from time to time in accordance with the terms of the Loan Documents.
"Guaranty" means this Guaranty of Recourse Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Lender" means Granite Peak Capital Partners, LP, a Delaware limited partnership, together with its successors, endorsees, transferees, participants, and assigns.
"Loan Agreement" means that certain Mezzanine Loan Agreement dated as of the date hereof, by and between Borrower and Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" means the "Loan Documents" as defined in the Loan Agreement, including, without limitation, the Loan Agreement, the Mezzanine Note, the Pledge Agreement, the Environmental Indemnity Agreement dated as of the date hereof by Borrower and Guarantor in favor of Lender, all Uniform Commercial Code financing statements, the Cash Management Agreement dated as of the date hereof by and among Borrower, Lender, and the depository bank identified therein, and all other documents, instruments, certificates, and agreements executed and delivered in connection with the Mezzanine Loan, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mortgage Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Mortgage Loan" means the senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000) made by Ironclad National Bank, N.A., as administrative agent, to Mortgage Borrower, as evidenced by the loan documents executed in connection therewith.
"Project" means the mixed-use development located at 450 West 34th Street, New York, New York 10001 (designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the City of New York, County of New York), including all buildings, improvements, fixtures, and appurtenances now or hereafter located thereon, as more particularly described in the Loan Agreement.
"Senior Lender" means Ironclad National Bank, N.A., in its capacity as administrative agent for the holders of the Mortgage Loan, together with its successors and assigns in such capacity.
"SPE Requirements" means the special-purpose entity covenants, requirements, and restrictions set forth in Section 5.14 of the Loan Agreement, as the same may be amended from time to time.
Section 1.2 — Incorporation by Reference.
All capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict between the definitions set forth in this Article 1 and the definitions set forth in the Loan Agreement, the definitions in this Guaranty shall control for purposes of this Guaranty.
Section 1.3 — Rules of Construction.
The following rules of construction shall apply to this Guaranty:
(a) The headings and captions in this Guaranty are inserted for convenience of reference only and shall not define, limit, or otherwise affect the interpretation or construction of any provision hereof.
(b) Words importing the singular number shall include the plural number and vice versa, and words importing one gender shall include all genders.
(c) The word "including" and words of similar import, when used in this Guaranty, shall mean "including, without limitation," unless the context clearly indicates otherwise.
(d) References herein to "Articles," "Sections," and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Guaranty unless expressly stated otherwise.
(e) References to any Loan Document or other agreement or instrument shall mean such document, agreement, or instrument as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, supplements, replacements, or modifications set forth in the Loan Documents).
(f) References to any statute, law, rule, or regulation shall include all amendments, modifications, codifications, replacements, and successor provisions thereto.
(g) All questions of interpretation and construction of this Guaranty, including the defined terms used herein, shall be governed by and determined in accordance with the internal laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction.
(h) This Guaranty shall not be construed more strictly against any party by reason of the fact that such party or its counsel drafted or participated in the drafting of this Guaranty, it being acknowledged that all parties have contributed substantially and materially to its preparation.
ARTICLE 2 — GUARANTEED OBLIGATIONS
Section 2.1 — Loss Recourse Obligations.
Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the payment of all losses, damages, costs, expenses, liabilities, claims, actions, and reasonable attorneys' fees and disbursements (including the fees and disbursements of appellate counsel) actually incurred or suffered by Lender arising out of or in connection with any of the following acts, omissions, events, or circumstances (each, a "Loss Recourse Event") by or involving Borrower, Mortgage Borrower, Guarantor, or any affiliate of any of the foregoing (collectively, the "Loss Recourse Obligations"):
(a) Fraud or Material Misrepresentation. Any fraud or intentional material misrepresentation made by Borrower, Mortgage Borrower, or Guarantor (or any officer, director, manager, member, partner, employee, or agent of any of the foregoing acting within the scope of such person's authority) in connection with the Mezzanine Loan, including any fraud or intentional material misrepresentation contained in any of the Loan Documents, any financial statement, any certificate, any report, or any other document or information delivered to Lender in connection with the origination, administration, or enforcement of the Mezzanine Loan or the Loan Documents.
(b) Misappropriation or Misapplication of Funds. Any misappropriation, misapplication, conversion, or diversion (whether by act or omission) of any of the following: (i) rents, revenues, receipts, royalties, profits, or other income derived from the Project collected or received after the occurrence and during the continuance of an Event of Default under the Loan Documents; (ii) insurance proceeds payable or paid in connection with any casualty affecting the Project or any portion thereof; (iii) condemnation awards, settlements, or proceeds payable or paid in connection with any taking or threatened taking of the Project or any portion thereof; (iv) tenant security deposits, letters of credit held as security, or other deposits required to be held in trust or escrow for the benefit of tenants or Lender; or (v) any amounts held in or required to be deposited into reserve accounts, escrow accounts, impound accounts, or other accounts established pursuant to the Loan Documents or the Cash Management Agreement.
(c) Waste. The commission of physical waste of the Project (but not mere economic diminution in value or depreciation resulting from ordinary wear and tear, market conditions, or changes in applicable law) committed by or at the direction of Borrower, Mortgage Borrower, or Guarantor, or the knowing or willful failure by Borrower, Mortgage Borrower, or Guarantor to prevent physical waste of the Project when such party had reasonable notice of conditions constituting or reasonably likely to constitute physical waste and failed to take commercially reasonable steps to remedy or prevent such waste.
(d) Removal or Disposal of Collateral. Any removal, disposal, transfer, concealment, or destruction of any portion of the Project or any collateral securing the Mezzanine Loan after the occurrence and during the continuance of an Event of Default, to the extent such removal, disposal, transfer, concealment, or destruction is in violation of the Loan Documents, except for the removal of personal property in the ordinary course of business to the extent permitted under the Loan Documents.
(e) Failure to Pay Taxes, Charges, and Ground Rent. The failure by Borrower or Mortgage Borrower to pay, prior to the date on which penalties or interest would accrue thereon, any real estate taxes, assessments, water charges, sewer rents, or ground rent due and payable under the Ground Lease recorded under City Register File Number CRFN 2020000198762 (the "Ground Lease"), to the extent that (i) funds were available to Borrower or Mortgage Borrower for the payment thereof (whether from operating income, reserve accounts, or otherwise), or (ii) such funds were made available or were required to be made available through the proceeds of the Mezzanine Loan or the Mortgage Loan and were not applied by Borrower or Mortgage Borrower for such purposes.
(f) Failure to Maintain Insurance. The failure by Borrower or Mortgage Borrower to obtain or maintain in full force and effect the insurance coverages required under the Loan Agreement, including commercial general liability insurance, property and casualty insurance, builder's risk insurance (during the construction period), flood insurance, and terrorism risk insurance, in each case with the coverage amounts, carriers, deductibles, and endorsements required by the Loan Agreement, except to the extent that such failure results solely from Lender's failure to release insurance escrow funds when required to do so under the Loan Documents.
(g) Environmental Matters. Any breach by Borrower, Mortgage Borrower, or Guarantor of the environmental representations, warranties, or covenants set forth in the Loan Agreement or the Environmental Indemnity Agreement of even date herewith executed by Borrower and Guarantor in favor of Lender, but only to the extent that such breach results in actual contamination of the Project or any adjacent real property, including the release, discharge, or disposal of any Hazardous Materials (as defined in the Loan Agreement) at, on, under, or emanating from the Project in violation of applicable Environmental Laws (as defined in the Loan Agreement). For the avoidance of doubt, the obligations of Guarantor under this Section 2.1(g) are in addition to, and not in limitation of, any obligations of Guarantor under the Environmental Indemnity Agreement.
(h) Ground Lease Modifications. Any modification, amendment, supplement, restatement, termination, surrender, cancellation, or abbreviation of the Ground Lease, or any consent to any assignment or subletting thereunder, without the prior written consent of Lender (to the extent such consent is required under the Loan Documents), or any action or omission by Borrower, Mortgage Borrower, or Guarantor that gives rise to a right of the ground lessor to terminate the Ground Lease, to the extent such action or omission was within the reasonable control of Borrower, Mortgage Borrower, or Guarantor.
(i) Criminal Acts. The commission of any criminal act by Borrower, Mortgage Borrower, or Guarantor (or any officer, director, manager, member, partner, employee, or agent thereof acting within the scope of such person's authority or on behalf of such entity) relating to or affecting the Project, the Mezzanine Loan, the collateral, or any of the Loan Documents, including criminal fraud, embezzlement, theft, or bribery.
Section 2.2 — Full Recourse Obligations.
Notwithstanding any limitation of liability of Borrower set forth in the Loan Agreement, the Mezzanine Note, or any other Loan Document, the entire indebtedness evidenced by the Mezzanine Note, including all outstanding principal, all accrued and unpaid interest (at the applicable default rate set forth in the Loan Agreement), all prepayment premiums, yield maintenance charges, exit fees, late charges, and all other sums, fees, costs, expenses, and amounts payable by Borrower under the Loan Documents (collectively, the "Full Recourse Obligations"), shall become the direct and personal obligation of Guarantor, and shall be fully recourse to Guarantor (in addition to being recourse to Borrower), upon the occurrence of any one or more of the following events (each, a "Full Recourse Event"):
(a) Voluntary Bankruptcy Filing. The filing by Borrower, Mortgage Borrower, or Guarantor of a voluntary petition under Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended (the "Bankruptcy Code"), or under any similar federal, state, or local law relating to bankruptcy, insolvency, reorganization, receivership, dissolution, winding-up, liquidation, composition, or adjustment of debts (collectively, "Insolvency Proceedings"), or the making by any such entity of a general assignment for the benefit of creditors, or the admission by any such entity in writing of its inability to pay its debts as they become due.
(b) Collusive Involuntary Filing. Borrower, Mortgage Borrower, or Guarantor (or any direct or indirect member, partner, shareholder, officer, director, manager, or affiliate of any of the foregoing) colluding with, soliciting, encouraging, advising, or causing any other person or entity to file an involuntary petition against Borrower or Mortgage Borrower under the Bankruptcy Code or under any other Insolvency Proceeding, or consenting to or acquiescing in (whether by failure to timely object or otherwise) any such involuntary filing.
(c) Failure to Contest Involuntary Petition. The failure by Borrower or Mortgage Borrower to (i) timely and diligently contest an involuntary petition filed against Borrower or Mortgage Borrower under the Bankruptcy Code or any other Insolvency Proceeding within sixty (60) days after the filing thereof, or (ii) obtain the dismissal, discharge, or vacation of any such involuntary petition within ninety (90) days after the filing thereof; provided, however, that this subsection (c) shall not give rise to Full Recourse Obligations if Borrower or Mortgage Borrower demonstrates to Lender's reasonable satisfaction that the involuntary petition was filed without any direct or indirect involvement, collusion, solicitation, or encouragement of Borrower, Mortgage Borrower, Guarantor, or any affiliate thereof and that Borrower or Mortgage Borrower is diligently pursuing dismissal in good faith.
(d) Substantive Consolidation. The entry of an order by any court of competent jurisdiction substantively consolidating the assets and liabilities of Borrower or Mortgage Borrower with the assets and liabilities of any other person or entity, or the filing of a motion or pleading by or on behalf of Borrower, Mortgage Borrower, Guarantor, or any affiliate thereof seeking such substantive consolidation.
(e) Violation of SPE Requirements. Any material violation by Borrower or Mortgage Borrower of the SPE Requirements set forth in the Loan Agreement, including, without limitation, any of the following: (i) the failure to maintain separateness of identity, operations, and administration from Guarantor or any affiliate of Guarantor; (ii) the failure to hold all assets in Borrower's or Mortgage Borrower's own name, as applicable; (iii) the commingling of assets, funds, bank accounts, or financial records of Borrower or Mortgage Borrower with those of Guarantor or any other person or entity; (iv) the failure to appoint and maintain at least one (1) independent director or independent manager of Borrower or Mortgage Borrower, as applicable, as required by the organizational documents of such entity and the Loan Agreement; (v) the failure to maintain separate books, records, and financial statements from Guarantor and all other affiliates; or (vi) the failure to observe and comply with organizational formalities required by applicable law and the organizational documents of Borrower or Mortgage Borrower, including holding appropriate meetings of members or managers, maintaining separate stationery, business cards, and signage, and representing itself as a separate entity to third parties, creditors, and governmental authorities.
(f) Prohibited Transfer. Any Transfer (as defined in the Loan Agreement), whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of (i) any direct or indirect ownership interest in Borrower or Mortgage Borrower, (ii) any direct or indirect interest in the Project, or (iii) any collateral securing the Mezzanine Loan, in each case in violation of the transfer restrictions set forth in the Loan Agreement, without the prior written consent of Lender to the extent such consent is required thereunder.
(g) Unauthorized Indebtedness. The incurrence, assumption, or guaranty by Borrower or Mortgage Borrower of any indebtedness in violation of the Loan Agreement, including, without limitation, the incurrence of any subordinate or additional mortgage debt, mezzanine debt, preferred equity, or other form of financing secured by or relating to the Project, Borrower, or Mortgage Borrower, or the granting of any lien, encumbrance, security interest, or other charge upon any collateral or any portion of the Project, in each case without the prior written consent of Lender.
Section 2.3 — Interaction with Senior Loan Guaranty.
Guarantor acknowledges and agrees that this Guaranty is given by Guarantor to Lender independent of, and in addition to, any guaranty of recourse obligations, environmental indemnity, or other agreement delivered by Guarantor in favor of Ironclad National Bank, N.A. (as Senior Lender) in connection with the Mortgage Loan (collectively, the "Senior Guaranty"). Lender's rights under this Guaranty shall not be diminished, impaired, reduced, or otherwise affected by (a) the existence, terms, or conditions of the Senior Guaranty, (b) any exercise or non-exercise by Senior Lender of any rights or remedies under the Senior Guaranty or the Mortgage Loan documents, (c) any waiver, release, compromise, or settlement between Guarantor and Senior Lender under the Senior Guaranty, or (d) any modification, amendment, supplement, or restatement of the Senior Guaranty. The obligations of Guarantor hereunder are subject to the Intercreditor Agreement solely as, and to the extent, expressly set forth therein, and nothing in this Section 2.3 shall be construed to modify or supersede the express terms of the Intercreditor Agreement with respect to the exercise of remedies and the application of proceeds.
ARTICLE 3 — NATURE OF GUARANTY
Section 3.1 — Unconditional and Irrevocable Guaranty.
This Guaranty constitutes an absolute, unconditional, irrevocable, and continuing guaranty of the full and punctual payment and performance of the Guaranteed Obligations by Guarantor. The obligations of Guarantor hereunder are independent of the obligations of Borrower under the Loan Documents and constitute a separate and independent cause of action against Guarantor. A separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against Borrower, Mortgage Borrower, or any other person, and whether or not Borrower is joined in any such action or actions. Guarantor is primarily, jointly, and severally liable with Borrower for the Guaranteed Obligations, and this Guaranty shall be enforceable against Guarantor and its successors and assigns without the necessity of any suit or proceeding on Lender's part of any kind or nature against Borrower, Mortgage Borrower, or any other person, and without the necessity of any notice of nonpayment, nonperformance, or nonobservance, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives.
Section 3.2 — Guaranty of Payment, Not Collection.
This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Lender shall not be required, as a condition of Guarantor's liability hereunder, to (a) make any demand upon or pursue any rights or remedies against Borrower, Mortgage Borrower, or any other person, (b) make any demand upon or pursue any rights or remedies against any collateral or security for the Mezzanine Loan, including the pledged membership interests, (c) pursue any rights or remedies available to Lender under the Intercreditor Agreement, (d) join Borrower or any other person as a party to any proceeding to enforce this Guaranty, or (e) resort to any other means of obtaining payment or performance. Lender may, at its election, exercise any right or remedy it may have against Borrower, Mortgage Borrower, Guarantor, or any other obligor, or any collateral or security, in any order, and any such exercise shall not affect or impair Lender's right to exercise any other right or remedy. Lender may proceed simultaneously or in any order against Guarantor, Borrower, and any collateral or security.
Section 3.3 — Continuing Guaranty.
This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated in accordance with their respective terms. Without limiting the generality of the foregoing, this Guaranty shall not be terminated, reduced, or otherwise affected by (a) any foreclosure on the pledged membership interests, (b) any sale pursuant to the Uniform Commercial Code or otherwise, (c) any acceptance of a deed-in-lieu of foreclosure or UCC strict foreclosure, (d) any transfer of all or any portion of the collateral pursuant to the Intercreditor Agreement, (e) the dissolution, merger, consolidation, reorganization, or termination of Borrower or Mortgage Borrower, or (f) any other event that, but for this provision, might be deemed to terminate, discharge, or otherwise affect any obligation of Guarantor hereunder. This Guaranty shall survive any foreclosure, UCC disposition, or other realization upon the collateral and shall continue in effect with respect to any deficiency or other amounts that may remain outstanding after any such foreclosure, disposition, or realization.
Section 3.4 — Reinstatement.
If at any time all or any part of any payment theretofore received by Lender from Borrower or Guarantor or any other person on account of any of the Guaranteed Obligations is rescinded, must be restored or returned, or is otherwise avoided upon the insolvency, bankruptcy, reorganization, dissolution, or liquidation of Borrower, Guarantor, or any other person, or upon or as a result of the appointment of a receiver, conservator, trustee, or similar officer for Borrower, Guarantor, or any other person, or upon or as a result of any proceeding or action taken by any of the foregoing, or for any other reason whatsoever (including any judgment, decree, or order of any court or administrative body), as a preference, fraudulent transfer, fraudulent conveyance, or otherwise under any applicable federal, state, or local law (including Sections 544, 547, 548, and 550 of the Bankruptcy Code), all as though such payment had not been made, then, and in any such event, this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of the amount of such rescinded, restored, returned, or avoided payment, and Guarantor's obligations hereunder with respect to such payment shall be revived, reinstated, and continued in full force and effect as if such payment had never been made.
ARTICLE 4 — WAIVERS BY GUARANTOR
Section 4.1 — General Waivers.
Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, each and every one of the following:
(a) Notice of acceptance of this Guaranty by Lender, and Guarantor agrees that this Guaranty shall be deemed accepted by Lender upon execution and delivery hereof by Guarantor without any further act, condition, or acceptance on the part of Lender.
(b) Notice of any advance, disbursement, or other extension of credit made by Lender under the Mezzanine Loan or any of the Loan Documents, and Guarantor acknowledges that advances may be made and credit may be extended under the Loan Documents without notice to or consent of Guarantor.
(c) Presentment, demand for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices of any kind to which Guarantor might otherwise be entitled under applicable law, including any notice required under Article 3 of the Uniform Commercial Code as in effect in any relevant jurisdiction.
(d) Notice of any default or Event of Default under the Loan Documents, except to the extent that notice is expressly required to be given to Guarantor under this Guaranty.
(e) Notice of any amendment, modification, supplement, renewal, extension, increase, or rearrangement of any of the Loan Documents, or of any change in the time, manner, or place of payment or other terms of any of the Guaranteed Obligations; provided, however, that the obligations of Guarantor hereunder shall not be increased beyond the scope of the Guaranteed Obligations as defined herein without the prior written consent of Guarantor.
(f) Any right to require Lender to (i) proceed against Borrower, Mortgage Borrower, or any other person, (ii) proceed against, exhaust, or apply any security or collateral held by Lender (including, without limitation, the pledged membership interests or any other collateral under the Loan Documents), or (iii) pursue or exhaust any other remedy in Lender's power or available to Lender before proceeding against Guarantor under this Guaranty.
(g) Any defense based on or arising out of the impairment, release, surrender, exchange, substitution, alteration, or modification of any collateral, security, or other guaranty held by Lender at any time for the Guaranteed Obligations, including without limitation any anti-marshaling defense, and any right to direct the order or manner of realization upon any such collateral, security, or guaranty.
(h) The benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, to the fullest extent permitted by applicable law.
(i) Any right of subrogation, reimbursement, exoneration, indemnification, or contribution that Guarantor may have against Borrower, Mortgage Borrower, or any other person, or against any collateral or security, by reason of any payment made or obligation performed by Guarantor under this Guaranty, until such time as all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated. To the extent any such right cannot be waived, Guarantor hereby subordinates all such rights to the prior indefeasible payment in full of all Guaranteed Obligations and agrees not to exercise or enforce any such right until all Guaranteed Obligations have been indefeasibly paid and satisfied in full.
(j) Any defense arising from or related to the absence, impairment, limitation, or loss of any right of reimbursement, subrogation, contribution, or other right or remedy of Guarantor against Borrower, Mortgage Borrower, any other guarantor, or any collateral, whether resulting from any act or omission of Lender or otherwise.
Section 4.2 — Waiver of Suretyship Defenses.
Guarantor hereby waives, to the fullest extent permitted by applicable law, all suretyship defenses and defenses in the nature of suretyship, including, without limitation, any defense based on or arising out of (a) the incapacity, lack of authority, death, or disability of Borrower, Mortgage Borrower, or any other person, (b) the failure of Lender to file or enforce a claim in any bankruptcy or other proceeding against Borrower or any other person, (c) the election by Lender, in any proceeding under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (d) any borrowing or granting of a security interest by Borrower as debtor-in-possession under Section 364 of the Bankruptcy Code, (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Lender's claim for repayment of the Guaranteed Obligations, or (f) any defense available under New York General Obligations Law Section 15-301 et seq. or any other similar provision of applicable law. Guarantor acknowledges and agrees that its obligations hereunder are not conditioned or contingent upon the genuineness, validity, regularity, or enforceability of any of the Loan Documents or upon the existence, value, or condition of any collateral or security for the Guaranteed Obligations.
Section 4.3 — Election of Remedies.
Lender's election of any remedy available to it under the Loan Documents, at law, or in equity (including, without limitation, the commencement or completion of any judicial or non-judicial foreclosure action or proceeding, any Uniform Commercial Code sale or strict foreclosure on the pledged membership interests, the acceptance of a deed-in-lieu of foreclosure, the appointment of a receiver, or any other exercise of remedies against Borrower, Mortgage Borrower, or the collateral) shall not impair, diminish, release, or otherwise affect Lender's rights under this Guaranty or Guarantor's obligations hereunder, and Lender's rights under this Guaranty shall continue undiminished notwithstanding the exercise of any such remedy.
Section 4.4 — Anti-Deficiency Waiver.
Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any defense or claim based upon any anti-deficiency statute, fair-value limitation statute, one-action rule, or any similar law or rule in any jurisdiction that would limit, reduce, or eliminate Guarantor's liability under this Guaranty by reason of the value of any collateral, the manner in which such collateral is disposed of, or the failure to obtain any deficiency judgment following foreclosure or other disposition of collateral. Without limiting the generality of the foregoing, Guarantor waives any defense or claim under Sections 1371 and 580a-580d of the California Code of Civil Procedure (and any equivalent or successor provisions in any jurisdiction), to the extent applicable, and acknowledges that such waiver is made with full knowledge of the rights being waived and after having been advised by independent counsel.
ARTICLE 5 — GUARANTOR REPRESENTATIONS AND WARRANTIES
Guarantor hereby represents and warrants to Lender as of the date hereof as follows:
Section 5.1 — Organization and Authority.
Guarantor is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois. Guarantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Guaranty and each of the other Loan Documents to which it is a party. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary governmental, corporate, and other action on the part of Guarantor, including, without limitation, the adoption of Resolution No. 2025-0411 by the Board of Directors of Guarantor, duly authorized by Margaret Kowalski, Chair of the Board of Directors, at a meeting duly convened and held on April 11, 2025, at which a quorum was present and acting throughout. No further consents, approvals, authorizations, registrations, filings, or actions of or with any governmental authority or other person are required in connection with the execution, delivery, and performance by Guarantor of this Guaranty.
Section 5.2 — Enforceability.
This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting the enforcement of creditors' rights generally, (b) the exercise of judicial discretion and the application of principles of equity (whether applied in a proceeding at law or in equity), and (c) any applicable sovereign immunity defenses that Guarantor has not expressly waived (and to the extent applicable, Guarantor hereby waives all sovereign immunity defenses available to it under applicable law with respect to any action or proceeding to enforce this Guaranty, to the fullest extent permitted by law).
Section 5.3 — No Conflicts.
The execution, delivery, and performance of this Guaranty by Guarantor (a) do not violate, contravene, or conflict with Guarantor's charter, articles of organization, bylaws, enabling legislation, or other governing documents, (b) do not violate, contravene, or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, or award currently in effect and applicable to Guarantor, (c) do not violate, contravene, or conflict with, or result in a 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, any material contract, agreement, mortgage, deed of trust, lease, license, instrument, or other arrangement to which Guarantor is a party or by which Guarantor or any of its property or assets may be bound, and (d) will not result in the creation or imposition of any lien, charge, or encumbrance of any nature upon any of the assets or property of Guarantor (other than pursuant to the Loan Documents).
Section 5.4 — Financial Condition.
Guarantor has delivered to Lender true, correct, and complete copies of its audited financial statements for the fiscal year ending December 31, 2024, prepared in accordance with generally accepted accounting principles applied on a consistent basis and audited by Whitfield Albrecht & Co. LLP, an independent certified public accounting firm (the "FY2024 Audited Statements"). Based on the FY2024 Audited Statements, Guarantor had (a) total operating revenue of approximately One Billion One Hundred Twenty Million and 00/100 Dollars ($1,120,000,000), (b) net assets of approximately Three Billion Seven Hundred Million and 00/100 Dollars ($3,700,000,000), and (c) a real estate portfolio with an aggregate appraised value of approximately Four Billion Eight Hundred Million and 00/100 Dollars ($4,800,000,000), spread across commercial, mixed-use, and transit-oriented development properties in eleven (11) states. Guarantor currently holds an A– credit rating from Pinnacle Ratings Group (identifier PRG-MTDC-A-2024-1187). Since the date of the FY2024 Audited Statements, there has been no material adverse change in the financial condition, business, operations, properties, or prospects of Guarantor. The FY2024 Audited Statements fairly present in all material respects the financial condition of Guarantor as of the date thereof and the results of its operations for the period covered thereby.
Section 5.5 — Litigation.
There is no action, suit, proceeding, claim, investigation, or inquiry pending or, to the best of Guarantor's knowledge after due inquiry, threatened against or affecting Guarantor before any court, arbitral tribunal, administrative agency, or other governmental authority that could reasonably be expected to result in a Material Adverse Effect (as defined in the Loan Agreement) on Guarantor's ability to perform its obligations under this Guaranty. There are no outstanding orders, judgments, injunctions, awards, or decrees of any court, arbitral tribunal, administrative agency, or other governmental authority against Guarantor or any of its assets that could reasonably be expected to result in a Material Adverse Effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 5.6 — No Bankruptcy.
Guarantor has not filed, nor is it contemplating filing, any petition for relief under the Bankruptcy Code or under any similar federal, state, or local law relating to bankruptcy, insolvency, reorganization, receivership, dissolution, winding-up, liquidation, composition, or adjustment of debts. No involuntary petition under the Bankruptcy Code or under any similar law has been filed or is pending against Guarantor. Guarantor has not made a general assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they become due, or consented to the appointment of a receiver, conservator, trustee, or similar officer for any substantial part of its property.
Section 5.7 — Benefits.
Guarantor acknowledges that (a) it is the indirect owner of one hundred percent (100%) of the equity interests in Borrower, (b) it will derive substantial direct and indirect economic benefit from the making of the Mezzanine Loan and the development, construction, and operation of the Project, including enhanced real estate portfolio value, transit-oriented development revenue, and long-term appreciation of the Project, and (c) Guarantor's execution and delivery of this Guaranty is a material inducement to Lender in making the Mezzanine Loan, without which inducement Lender would not make the Mezzanine Loan or enter into the Loan Agreement.
Section 5.8 — Independent Investigation.
Guarantor has independently and without reliance upon Lender investigated and examined the financial condition, business, operations, and affairs of Borrower, Mortgage Borrower, and the Project, and Guarantor has made its own determination regarding the value of the Project, the creditworthiness of Borrower, and the feasibility of the development plan for the Project. Guarantor is not relying on any information, statement, representation, or warranty provided by Lender or any of Lender's officers, directors, employees, agents, attorneys, or other representatives in connection with the execution and delivery of this Guaranty. So long as the Guaranteed Obligations remain outstanding, Guarantor shall keep itself informed regarding the financial condition, business, operations, and affairs of Borrower, Mortgage Borrower, and the Project.
ARTICLE 6 — GUARANTOR COVENANTS
Guarantor hereby covenants and agrees as follows:
Section 6.1 — Financial Reporting.
Guarantor shall deliver to Lender, at Guarantor's sole cost and expense, each of the following:
(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor (commencing with the fiscal year ending December 31, 2025), the audited financial statements of Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles applied on a consistent basis, audited by Whitfield Albrecht & Co. LLP or another independent certified public accounting firm of nationally recognized standing that is acceptable to Lender in its reasonable discretion. Such audited financial statements shall include a balance sheet, statement of revenues, expenses, and changes in net assets, statement of cash flows, and all related notes and supplemental schedules, together with the unqualified opinion of such independent auditor thereon (or, if a qualified opinion is issued, Guarantor shall promptly provide Lender with a written explanation of the basis for such qualification).
(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Guarantor (commencing with the fiscal quarter ending September 30, 2025), the unaudited financial statements of Guarantor for such fiscal quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis (subject to year-end audit adjustments and the absence of notes), certified by the Chief Financial Officer of Guarantor as fairly presenting in all material respects the financial condition of Guarantor as of the date thereof and the results of operations for the period covered thereby.
(c) Credit Rating Notification. Prompt written notice (and in any event within five (5) business days) of any downgrade in Guarantor's credit rating below BBB (or its equivalent) from Pinnacle Ratings Group or any other nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended), including a description of the basis for such downgrade to the extent publicly available.
(d) Annual Compliance Certificate. Together with the annual audited financial statements delivered pursuant to clause (a) above, an officer's certificate (in substantially the form attached to the Loan Agreement as Exhibit G, or in such other form as Lender may reasonably approve) duly executed by the Chief Financial Officer of Guarantor (currently Priya Subramanian, or her successor in such capacity) certifying that (i) Guarantor is in compliance with all of the covenants set forth in this Article 6 as of the date of such certificate, (ii) no Event of Default under this Guaranty has occurred and is continuing (or, if any such Event of Default has occurred and is continuing, specifying the nature thereof and the steps being taken or proposed to be taken to cure the same), and (iii) the financial information delivered pursuant to clause (a) above is true, correct, and complete in all material respects.
Section 6.2 — Net Worth / Liquidity Covenant.
Guarantor shall maintain at all times during the term of the Mezzanine Loan (from the date hereof through and including the date on which all Guaranteed Obligations have been indefeasibly paid and satisfied in full):
(a) Minimum Net Worth. A minimum net worth (i.e., total net assets, as reflected on Guarantor's balance sheet prepared in accordance with generally accepted accounting principles applied on a consistent basis) of not less than Two Billion and 00/100 Dollars ($2,000,000,000), exclusive of the value of Guarantor's direct or indirect interest in the Project (including any membership interests in Borrower or Mortgage Borrower and any direct interest in the Project or the real property constituting the Project).
(b) Minimum Liquid Assets. Minimum liquid assets (defined as the aggregate amount of Guarantor's unrestricted and unencumbered cash, cash equivalents, marketable securities, and United States Treasury obligations, in each case valued at fair market value) of not less than One Hundred Million and 00/100 Dollars ($100,000,000).
The financial covenants set forth in this Section 6.2 shall be tested annually as of the last day of each fiscal year of Guarantor, based on the audited financial statements delivered pursuant to Section 6.1(a) above, and shall be certified in the annual officer's certificate delivered pursuant to Section 6.1(d) above. If Guarantor fails to satisfy either or both of the financial covenants set forth in subsections (a) and (b) above for two (2) consecutive annual testing periods, such failure shall constitute an Event of Default under this Guaranty unless Guarantor cures such failure within thirty (30) days after receipt of written notice from Lender specifying such failure; provided, that in no event shall the foregoing cure period apply to or extend the time for curing any other Event of Default under this Guaranty.
Section 6.3 — Existence.
Guarantor shall maintain its existence and status as a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois throughout the term of this Guaranty. Guarantor shall not dissolve, liquidate, wind up, merge with or into, or consolidate with any other entity, or sell or otherwise dispose of all or substantially all of its assets, without the prior written consent of Lender (which consent may be withheld in Lender's sole and absolute discretion).
Section 6.4 — Notice of Material Events.
Guarantor shall promptly notify Lender in writing (and in any event within ten (10) business days of Guarantor's knowledge thereof) of:
(a) Any litigation, arbitration, administrative proceeding, claim, investigation, or other legal proceeding commenced or, to Guarantor's knowledge, threatened against Guarantor that could reasonably be expected to have a Material Adverse Effect on Guarantor's ability to perform its obligations under this Guaranty.
(b) Any event, act, condition, or circumstance that has occurred or that Guarantor reasonably believes is likely to occur that could constitute, or with the passage of time, giving of notice, or both could constitute, a default or Event of Default under this Guaranty.
(c) Any material adverse change in Guarantor's financial condition, including any change that would cause any representation or warranty in Article 5 to be materially untrue if made at such time.
(d) Any change in Guarantor's senior management, including any change in the person holding the position of Executive Director, Chief Financial Officer, or General Counsel of Guarantor (or any equivalent position), together with the name and qualifications of any replacement for such position.
ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES
Section 7.1 — Events of Default.
Each of the following events shall constitute an "Event of Default" under this Guaranty:
(a) Payment Default. The failure by Guarantor to pay any Guaranteed Obligation within ten (10) business days after written demand therefor by Lender to Guarantor.
(b) Representation and Warranty Default. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by or on behalf of Guarantor to Lender pursuant hereto proving to have been materially untrue, inaccurate, or misleading in any material respect when made or deemed made.
(c) Covenant Default. The failure by Guarantor to observe or perform any covenant, agreement, or obligation of Guarantor set forth in this Guaranty, subject to the following notice and cure periods: (i) with respect to the financial covenants set forth in Section 6.2, a period of thirty (30) days after written notice from Lender to Guarantor specifying such failure (but only if such failure exists for two consecutive testing periods as provided in Section 6.2); and (ii) with respect to any other non-monetary covenant (other than any covenant the breach of which constitutes an Event of Default under any other subsection of this Section 7.1), a period of thirty (30) days after written notice from Lender to Guarantor specifying such breach; provided, that no notice or cure period shall apply to any Event of Default described in subsection (d) below.
(d) Bankruptcy of Guarantor. Guarantor (i) becomes insolvent (as defined in the Bankruptcy Code or under applicable state law), (ii) files a voluntary petition under the Bankruptcy Code or under any similar federal, state, or local insolvency law, (iii) makes a general assignment for the benefit of creditors, (iv) admits in writing its inability to pay its debts as they become due, (v) consents to the appointment of, or the taking of possession by, a receiver, conservator, trustee, custodian, or similar officer for any substantial part of its property, or (vi) has an involuntary petition filed against it under the Bankruptcy Code or under any similar law that is not dismissed, vacated, or stayed within ninety (90) days after the filing thereof.
(e) Material Judgment. The entry of any final, non-appealable judgment or order against Guarantor for the payment of money in an aggregate amount in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000) (to the extent not covered by insurance or indemnification from a creditworthy third party) that remains unsatisfied, unvacated, unbonded, or unstayed for a period of sixty (60) consecutive days after the date of entry thereof.
Section 7.2 — Remedies.
Upon the occurrence and during the continuance of an Event of Default under this Guaranty, Lender may exercise any and all rights and remedies available to Lender at law, in equity, or under this Guaranty or any of the other Loan Documents, including, without limitation, commencing one or more actions against Guarantor to collect and recover the Guaranteed Obligations (or any portion thereof) and to obtain specific performance of Guarantor's obligations hereunder. All rights and remedies of Lender under this Guaranty are cumulative and not exclusive of any other rights or remedies that Lender may have under any other Loan Document, the Intercreditor Agreement, or under applicable law, and may be exercised concurrently, independently, or successively, in any order and at any time. Lender's exercise of any right or remedy shall not preclude Lender from exercising any other right or remedy, whether or not inconsistent, and no single or partial exercise of any right or remedy shall preclude any further or other exercise thereof or the exercise of any other right or remedy.
ARTICLE 8 — SUBORDINATION OF GUARANTOR'S RIGHTS
Section 8.1 — Subordination of Subrogation.
Until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, in cash, and all Loan Documents have been terminated, Guarantor shall not exercise, enforce, or seek to exercise or enforce any right of subrogation, contribution, reimbursement, exoneration, indemnification, or similar right that Guarantor may have against Borrower, Mortgage Borrower, or any other person, or against any property or assets of Borrower, Mortgage Borrower, or any other person (including any collateral or security for the Mezzanine Loan or the Mortgage Loan), by reason of any payment made by Guarantor or any performance by Guarantor under this Guaranty. If, notwithstanding the foregoing, Guarantor receives any amount or obtains any benefit by reason of any right of subrogation, contribution, reimbursement, exoneration, or indemnification prior to the indefeasible payment in full of all Guaranteed Obligations, Guarantor shall hold such amount or benefit in trust for the benefit of Lender and shall promptly pay such amount or the value of such benefit to Lender in reduction of the Guaranteed Obligations then outstanding.
Section 8.2 — Subordination of Indebtedness.
Any indebtedness of Borrower or Mortgage Borrower now or hereafter owing to Guarantor (whether for borrowed money, management fees, reimbursement, contribution, advances, or otherwise) (the "Subordinated Indebtedness") is hereby subordinated in right of payment to the prior indefeasible payment in full of all Guaranteed Obligations and all other amounts payable under the Loan Documents. Until all Guaranteed Obligations have been indefeasibly paid and satisfied in full, Guarantor shall not demand, accept, or receive any payment on account of any Subordinated Indebtedness (other than regularly scheduled management fees payable in the ordinary course of business to the extent expressly permitted under the Loan Agreement), and Guarantor shall not take any action to collect, enforce, accelerate, or realize upon any Subordinated Indebtedness. Upon the written request of Lender following the occurrence and during the continuance of an Event of Default under the Loan Documents or under this Guaranty, Guarantor shall collect and enforce any or all Subordinated Indebtedness (by litigation, proof of claim, or otherwise) and shall pay all proceeds thereof to Lender for application against the Guaranteed Obligations in such order as Lender may determine in its sole discretion.
ARTICLE 9 — MISCELLANEOUS
Section 9.1 — Governing Law.
This Guaranty shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. Guarantor acknowledges and agrees that the State of New York has a substantial relationship to the parties and the transactions contemplated hereby, and that the choice of New York law is reasonable and made in good faith by the parties.
Section 9.2 — Consent to Jurisdiction; Venue.
Guarantor hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate courts thereof, for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty, the other Loan Documents, or the Guaranteed Obligations, (b) agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined exclusively in the courts described in clause (a) above, (c) waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (d) waives, to the fullest extent permitted by applicable law, and agrees not to plead or claim in any such court, that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Guarantor further irrevocably consents to the service of process in any such action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to Guarantor at the address set forth in Section 9.4 hereof, such service to become effective ten (10) days after such mailing.
Section 9.3 — WAIVER OF JURY TRIAL.
GUARANTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS GUARANTY, ANY OF THE OTHER LOAN DOCUMENTS, THE GUARANTEED OBLIGATIONS, THE MEZZANINE LOAN, THE PROJECT, OR ANY CONDUCT, ACT, OMISSION, OR STATEMENT OF ANY PARTY OR ITS REPRESENTATIVES, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER AT LAW OR IN EQUITY. GUARANTOR AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS GUARANTY AND THE LOAN DOCUMENTS AND THAT EACH HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION HEREWITH. GUARANTOR AND LENDER EACH CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
Section 9.4 — Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand (with written confirmation of receipt), (b) sent by a nationally recognized overnight courier service (with written confirmation of receipt), or (c) sent by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:
If to Guarantor:
Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Lydia Okafor, General Counsel
Telephone: (312) 555-8400
Email: lokafor@mtdc-il.gov
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attention: Douglas Fairchild
Telephone: (212) 555-7300
Email: dfairchild@calderwoo

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