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

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MEZZANINE PROMISSORY NOTE

$200,000,000.00

June 15, 2025 New York, New York

This MEZZANINE PROMISSORY NOTE (this "Note") is made as of June 15, 2025, by HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company ("Maker"), in favor of GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership ("Payee"), and is executed and delivered pursuant to and in accordance with that certain Mezzanine Loan Agreement of even date herewith (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement"), by and between Maker, as Borrower, and Payee, as Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement.

1. Promise to Pay

FOR VALUE RECEIVED, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Maker"), having an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, hereby unconditionally promises to pay to the order of Granite Peak Capital Partners, LP, a Delaware limited partnership ("Payee"), having an address at 9 West 57th Street, Suite 4200, New York, New York 10019, or at such other place as Payee may from time to time designate in writing, in lawful money of the United States of America, the principal sum of TWO HUNDRED MILLION AND 00/100 DOLLARS ($200,000,000.00) (the "Principal Amount"), together with interest thereon as hereinafter provided, and all other sums that may become due and payable pursuant to the terms of this Note, the Mezzanine Loan Agreement, and the other Mezzanine Loan Documents.

This Note evidences the indebtedness arising under and in connection with the Mezzanine Loan Agreement, and this Note is the "Note" referred to therein and in each of the other Mezzanine Loan Documents. The indebtedness evidenced by this Note, together with all interest accruing thereon and all other amounts payable by Maker hereunder or under the Mezzanine Loan Agreement and the other Mezzanine Loan Documents, are herein collectively referred to as the "Indebtedness."

The loan evidenced by this Note (the "Mezzanine Loan") is secured by, among other things, a first-priority 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"), pursuant to that certain Pledge and Security Agreement of even date herewith, executed by Maker in favor of Payee (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Pledge Agreement"). The Mezzanine Loan is further secured by such other security interests and collateral as are described in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents.

2. Interest Rate

The outstanding principal balance of this Note shall bear interest at a fixed rate (the "Interest Rate") equal to eleven and fifty hundredths percent (11.50%) per annum. Interest shall be calculated on the basis of a three hundred sixty (360)-day year comprised of twelve (12) thirty (30)-day months (the "30/360 day-count convention"). Interest on the outstanding principal balance of this Note shall accrue from and including the date hereof and shall continue to accrue until the Indebtedness has been paid in full. All computations of interest payable under this Note shall be made on the basis of the actual outstanding principal balance of this Note from time to time, subject to the foregoing day-count convention.

3. Interest-Only Payments; Payment Terms

3.1 Interest-Only Period. During the entire term of this Note, from and including the date hereof through and including the Maturity Date (as hereinafter defined, and as the same may be extended pursuant to Section 5 hereof), Maker shall pay interest only on the outstanding principal balance of this Note. No scheduled amortization of principal shall be required at any time during the term of this Note. For the avoidance of doubt, the foregoing shall not limit Maker's obligation to make mandatory prepayments of principal to the extent required under the Mezzanine Loan Agreement or to pay the entire outstanding principal balance of this Note on the Maturity Date as provided in Section 4 hereof.

3.2 Monthly Interest Payments. Monthly installments of interest only, each in the amount of ONE MILLION NINE HUNDRED SIXTEEN THOUSAND SIX HUNDRED SIXTY-SIX AND 67/100 DOLLARS ($1,916,666.67) (based on the full Principal Amount of $200,000,000.00 outstanding), shall be due and payable in arrears on the first (1st) Business Day of each calendar month, commencing on August 1, 2025, and continuing on the first (1st) Business Day of each successive calendar month thereafter through and including the Maturity Date. If the outstanding principal balance of this Note is at any time less than $200,000,000.00 as a result of any prepayment (whether voluntary or mandatory), the monthly interest installment shall be recalculated based on the then-outstanding principal balance and the Interest Rate, as notified by Payee to Maker. The final installment of interest, together with the entire outstanding principal balance and all other amounts due hereunder, shall be due and payable on the Maturity Date.

3.3 Method of Payment. All payments of principal, interest, and any other amounts due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available federal funds to the account designated in writing by Payee on or prior to the date hereof, or to such other account as Payee may from time to time designate by not fewer than five (5) Business Days' prior written notice to Maker. All payments shall be made without setoff, counterclaim, deduction, or defense of any kind.

3.4 Payments After Cut-Off Time. Any payment received by Payee after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day. If any payment hereunder would otherwise be due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and interest shall continue to accrue during such extension.

3.5 Application of Payments. All payments received by Payee with respect to the Indebtedness shall be applied in the following order of priority: (a) first, to the payment of any late charges, costs, expenses, and other amounts (other than principal and interest) then due and payable under this Note and the other Mezzanine Loan Documents; (b) second, to the payment of accrued and unpaid interest at the Default Rate (as hereinafter defined), if applicable; (c) third, to the payment of accrued and unpaid interest at the Interest Rate; and (d) fourth, to the reduction of the outstanding principal balance of this Note. Notwithstanding the foregoing, following the occurrence and during the continuance of an Event of Default, Payee may apply payments in such order and manner as Payee may elect in its sole and absolute discretion, to the extent permitted by the Mezzanine Loan Agreement.

4. Maturity Date

The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts due and payable under this Note and the other Mezzanine Loan Documents, shall be due and payable in full on June 15, 2029 (the "Initial Maturity Date"), unless extended pursuant to Section 5 hereof. As used herein, "Maturity Date" means the Initial Maturity Date, as the same may be extended pursuant to Section 5 hereof. In no event shall any extension of the Maturity Date alter Maker's obligation to make the monthly interest payments required by Section 3 hereof during any Extension Period, and all such interest payments during any Extension Period shall be due and payable in accordance with the terms of this Note as if such Extension Period were part of the original term.

5. Extension Options

5.1 Extension Rights. Maker shall have the right to extend the Maturity Date for up to two (2) successive periods of twelve (12) months each (each, an "Extension Period"), subject in each case to the timely satisfaction (or written waiver by Payee) of each of the following conditions precedent:

(a) No Event of Default, and no event or condition that with the giving of notice, the passage of time, or both, would constitute an Event of Default under this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents, shall have occurred and be continuing as of the date of Maker's extension notice or as of the first day of the applicable Extension Period;

(b) Maker shall have delivered to Payee irrevocable written notice of its election to exercise the applicable extension option not less than sixty (60) days and not more than one hundred twenty (120) days prior to the then-current Maturity Date, which notice, once delivered, shall be irrevocable and shall obligate Maker to pay the applicable extension fee regardless of whether the extension is consummated;

(c) Maker shall have paid to Payee the applicable extension fee in the amount specified in the Mezzanine Loan Agreement on or prior to the first day of the applicable Extension Period;

(d) Maker shall have demonstrated to the reasonable satisfaction of Payee that the financial covenants set forth in the Mezzanine Loan Agreement, including without limitation the minimum Debt Service Coverage Ratio ("DSCR"), maximum Loan-to-Value Ratio ("LTV"), and minimum Debt Yield thresholds, are satisfied as of the date of the proposed extension, based on such financial statements, appraisals, and other information as Payee may require in accordance with the Mezzanine Loan Agreement; and

(e) The maturity date of the Senior Loan (as defined in the Mezzanine Loan Agreement) shall have been extended to a date that is co-terminous with or later than the proposed extended Maturity Date, and evidence reasonably satisfactory to Payee of such extension of the Senior Loan maturity date shall have been delivered to Payee.

5.2 First Extension. If Maker duly and timely exercises the first extension option and satisfies all of the conditions set forth in Section 5.1 above, the Maturity Date shall be extended to June 15, 2030 (the "First Extension Maturity Date").

5.3 Second Extension. If Maker duly and timely exercises the second extension option and satisfies all of the conditions set forth in Section 5.1 above (with the then-current Maturity Date being the First Extension Maturity Date), the Maturity Date shall be extended to June 15, 2031 (the "Final Extended Maturity Date").

5.4 Failure to Satisfy Conditions. If Maker delivers a timely extension notice but fails to satisfy any of the conditions precedent set forth in Section 5.1 above on or prior to the first day of the applicable Extension Period, the extension shall not become effective, and the then-current Maturity Date shall remain unchanged and in full force and effect.

6. Default Rate

Upon the occurrence and during the continuance of an Event of Default (as defined in Section 10 hereof), interest on the entire outstanding principal balance of this Note shall accrue at a rate per annum (the "Default Rate") equal to the lesser of (a) the Interest Rate plus five percent (5.00%) per annum (i.e., sixteen and fifty hundredths percent (16.50%) per annum) and (b) the maximum rate of interest permitted by applicable law. Default Rate interest shall be computed on the basis of the same 30/360 day-count convention applicable to the Interest Rate and shall accrue from and including the date of the occurrence of such Event of Default until such Event of Default is cured or waived in writing by Payee in accordance with the Mezzanine Loan Agreement. All Default Rate interest shall be payable upon demand by Payee. The imposition of Default Rate interest shall be in addition to, and not in lieu of, any other rights or remedies available to Payee under this Note, the Mezzanine Loan Agreement, or the other Mezzanine Loan Documents, or at law or in equity.

7. Late Payment Charge

If any monthly installment of interest or any other amount payable under this Note (other than the payment of the entire outstanding principal balance on the Maturity Date, which shall be governed by Section 6 above) is not received by Payee within five (5) calendar days after its scheduled due date, Maker shall pay to Payee, in addition to such overdue amount, a late charge equal to five percent (5.00%) of the overdue amount (the "Late Payment Charge"). The Late Payment Charge is intended to compensate Payee for the additional administrative costs and expenses incurred by Payee as a result of Maker's failure to make timely payment, and is not intended as a penalty. The acceptance by Payee of any Late Payment Charge shall not constitute a waiver of any Event of Default or of any rights or remedies available to Payee hereunder or under the Mezzanine Loan Agreement or any of the other Mezzanine Loan Documents. The Late Payment Charge shall be payable in addition to, and not in lieu of, Default Rate interest, to the extent both are applicable.

8. Prepayment

8.1 Lockout Period. This Note may not be prepaid, in whole or in part, during the first twenty-four (24) months following the date hereof (the period commencing on the date hereof and ending on June 15, 2027, the "Lockout Period"), except as expressly permitted in connection with a Casualty or Condemnation (each as defined in the Mezzanine Loan Agreement), the proceeds of which are required to be applied to the outstanding principal balance of this Note in accordance with the terms of the Mezzanine Loan Agreement. Any prepayment made in violation of this Section 8.1 shall, to the extent permitted by applicable law, be void and of no force or effect, and any amounts tendered in connection therewith shall be returned to Maker.

8.2 Voluntary Prepayment After Lockout. After the expiration of the Lockout Period, Maker may prepay this Note in whole (but not in part, except as otherwise expressly permitted under the Mezzanine Loan Agreement with respect to mandatory prepayments) upon not less than thirty (30) days' and not more than sixty (60) days' prior irrevocable written notice to Payee (a "Prepayment Notice"), provided that any such voluntary prepayment shall be accompanied by the contemporaneous payment of all of the following:

(a) All accrued and unpaid interest on the outstanding principal balance of this Note through and including the date of prepayment;

(b) A prepayment premium (the "Prepayment Premium") calculated in accordance with the declining schedule and methodology set forth in the Mezzanine Loan Agreement, which Prepayment Premium Maker acknowledges and agrees constitutes a reasonable estimate of the damages that Payee will sustain as a result of such prepayment and does not constitute a penalty;

(d) All other sums, costs, expenses, fees, and charges then due and payable under this Note and the other Mezzanine Loan Documents, including without limitation any Late Payment Charges and Default Rate interest, if applicable.

Once delivered, a Prepayment Notice shall be irrevocable and shall obligate Maker to complete the prepayment on the date specified therein. Failure by Maker to prepay on the date specified in a Prepayment Notice shall constitute an Event of Default hereunder.

8.3 Partial Prepayments. Except as expressly set forth in the Mezzanine Loan Agreement with respect to mandatory prepayments resulting from Casualty or Condemnation proceeds, excess cash flow sweeps, or other specified events, partial prepayments of the outstanding principal balance shall not be permitted.

8.4 Exit Fee. In addition to any Prepayment Premium payable under Section 8.2(b) above, upon any prepayment of this Note, in whole or in part, whether voluntary or mandatory, and including any repayment of the outstanding principal balance on the Maturity Date, Maker shall pay to Payee an exit fee equal to one-half of one percent (0.50%) of the outstanding principal balance of this Note being repaid (the "Exit Fee"). The Exit Fee shall be fully earned by Payee upon the date of this Note and shall be due and payable upon the date of such prepayment or repayment. For the avoidance of doubt, the Exit Fee shall be payable in connection with any repayment of the outstanding principal balance, whether on the Maturity Date (including as the same may be extended), upon acceleration following an Event of Default, or otherwise.

8.5 Mandatory Prepayment. Maker shall be required to make mandatory prepayments of the outstanding principal balance of this Note upon the occurrence of certain events specified in the Mezzanine Loan Agreement, including without limitation (a) the receipt of casualty insurance proceeds or condemnation awards required to be applied to the Indebtedness, (b) excess cash flow sweeps, and (c) a Change of Control (as defined in the Mezzanine Loan Agreement). All mandatory prepayments shall be accompanied by accrued and unpaid interest, the applicable Prepayment Premium (if the mandatory prepayment occurs during a period when a Prepayment Premium would be payable), the Exit Fee, and all other amounts then due and payable under this Note and the other Mezzanine Loan Documents, all as more particularly set forth in the Mezzanine Loan Agreement.

9. Security; Relationship to Mezzanine Loan Agreement

9.1 Security. This Note is secured by, among other things, the Pledge Agreement and each of the other Mezzanine Loan Documents, in each case as defined in the Mezzanine Loan Agreement. The Collateral securing the Indebtedness consists of a first-priority security interest in one hundred percent (100%) of the limited liability company membership interests in Hudson Yards West Mortgage LLC held by Maker (collectively, the "Collateral"), together with all proceeds thereof, all as more particularly described in the Pledge Agreement. In addition, this Note is secured by such other collateral and security interests as are described in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents.

9.2 Incorporation by Reference. The terms, covenants, conditions, and provisions of the Mezzanine Loan Agreement and each of the other Mezzanine Loan Documents are hereby incorporated herein by this reference as if fully set forth herein at length. Maker acknowledges and agrees that the Mezzanine Loan Agreement contains additional terms regarding the Mezzanine Loan, including but not limited to representations and warranties, affirmative and negative covenants, events of default, remedies, and other provisions, all of which are binding upon Maker.

9.3 Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Mezzanine Loan Agreement, the terms and provisions of the Mezzanine Loan Agreement shall govern and control in all respects; provided, however, that the unconditional promise to pay set forth in Section 1 hereof and the obligation to pay interest at the Interest Rate set forth in Section 2 hereof shall not be limited, modified, or otherwise affected by any such conflict or inconsistency.

9.4 Intercreditor Agreement. This Note and the rights and remedies of Payee hereunder are subject to the terms and provisions of that certain Intercreditor Agreement of even date herewith (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), by and among Payee, Ironclad National Bank, N.A., as agent for the Senior Lender (the "Senior Lender"), and Maker. In the event of any conflict between the terms of this Note and the terms of the Intercreditor Agreement, the Intercreditor Agreement shall govern and control as between Payee and the Senior Lender.

10. Events of Default

Each of the following shall constitute an "Event of Default" hereunder:

(a) Payment Default. The failure of Maker to pay any monthly installment of interest, or any other amount due and payable under this Note, within five (5) Business Days of the date when such payment is due hereunder;

(b) Maturity Default. The failure of Maker to pay the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts due and payable under this Note and the other Mezzanine Loan Documents, on the Maturity Date (as the same may be extended pursuant to Section 5 hereof); and

(c) Cross-Default. The occurrence of any "Event of Default" as defined in the Mezzanine Loan Agreement (after the expiration of any applicable notice and cure periods set forth therein), each of which is hereby incorporated herein by reference.

Reference is made to the Mezzanine Loan Agreement for a complete enumeration of all Events of Default, the applicable notice and cure periods, and the rights and remedies of Payee upon the occurrence of an Event of Default. The enumeration of Events of Default set forth in this Section 10 is not intended to be exhaustive and is supplemented by the Events of Default set forth in the Mezzanine Loan Agreement.

11. Acceleration; Remedies

11.1 Optional Acceleration. Upon the occurrence and during the continuance of any Event of Default (other than a Bankruptcy Event of Default, as described in Section 11.2 below), Payee may, at its sole option, by written notice to Maker, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest (including Default Rate interest), the Exit Fee, any Prepayment Premium that would be payable if the Mezzanine Loan were voluntarily prepaid on the date of such acceleration, and all other sums owing under this Note and the other Mezzanine Loan Documents, to be immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Maker to the fullest extent permitted by applicable law.

11.2 Automatic Acceleration. Upon the occurrence of a Bankruptcy Event of Default (being any Event of Default arising from or related to the bankruptcy, insolvency, receivership, reorganization, assignment for the benefit of creditors, or similar proceeding involving Maker, Mortgage Borrower, Guarantor, or any other Person as specified in the Mezzanine Loan Agreement), the entire Indebtedness shall automatically and immediately become due and payable in full without any notice, demand, presentment, protest, or other action of any kind by Payee, and without any election or exercise of any right or remedy by Payee.

11.3 Remedies. Upon the occurrence and during the continuance of an Event of Default, Payee may exercise any and all rights and remedies available to Payee under this Note, the Mezzanine Loan Agreement, the Pledge Agreement, the Intercreditor Agreement, and the other Mezzanine Loan Documents, including without limitation the right to foreclose upon the pledged membership interests in Hudson Yards West Mortgage LLC in accordance with the provisions of the Pledge Agreement and Article 9 of the Uniform Commercial Code as adopted in the State of New York (or any other applicable jurisdiction), and all rights and remedies available at law or in equity. All rights and remedies of Payee under this Note, the Mezzanine Loan Agreement, and the other Mezzanine Loan Documents are cumulative and not exclusive, and the exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.

12. Waivers by Maker

12.1 Waivers of Notice and Demand. Maker hereby waives, to the fullest extent permitted by applicable law, presentment for payment, demand, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature whatsoever in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly provided herein or in the Mezzanine Loan Agreement. Maker further waives, to the fullest extent permitted by applicable law, any right to assert any statute of limitations or analogous defense as a bar to the enforcement of this Note or the collection of any of the Indebtedness.

12.2 Jury Trial Waiver. Maker hereby knowingly, voluntarily, and intentionally waives any and all rights to a trial by jury in any action, proceeding, claim, or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way relating to this Note, the Mezzanine Loan Agreement, the Pledge Agreement, any of the other Mezzanine Loan Documents, or the transactions contemplated hereby or thereby. This waiver is a material inducement for Payee to make the Mezzanine Loan and accept this Note.

12.3 No Waiver by Payee. No failure or delay by Payee in exercising any right, power, or remedy under this Note or any of the other Mezzanine Loan Documents shall operate as a waiver thereof, and no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by Payee of any default or Event of Default shall operate as a waiver of any other default or Event of Default, or of the same default or Event of Default on any future occasion. No modification or waiver of any provision of this Note shall be effective unless set forth in a writing signed by Payee, and any such waiver shall be effective only in the specific instance and for the specific purpose for which given.

13. Recourse; Exculpation

13.1 Limited Recourse. Subject to the exceptions and qualifications set forth in the Mezzanine Loan Agreement and this Section 13, including without limitation the Non-Recourse Carveout Guaranty of even date herewith (the "Guaranty") executed by Metropolitan Transit Development Corp., a Delaware corporation ("Guarantor"), in favor of Payee, the personal liability of Maker for the repayment of the Indebtedness and the performance of Maker's obligations under this Note and the other Mezzanine Loan Documents shall be limited to Payee's interest in the Collateral and the other security granted pursuant to the Mezzanine Loan Documents. Following the exercise of remedies by Payee against the Collateral and other security in accordance with the Mezzanine Loan Documents, no deficiency or other personal money judgment shall be sought or entered against Maker, except to the extent expressly provided in Section 13.2 below or in the Mezzanine Loan Agreement.

13.2 Carveout Recourse. Notwithstanding the foregoing, the non-recourse limitations set forth in Section 13.1 above shall not apply, and the Indebtedness and Maker's obligations hereunder shall be fully recourse to Maker and to Guarantor, in each case to the extent set forth in the Mezzanine Loan Agreement and the Guaranty, with respect to (a) the Non-Recourse Carveout Events and Non-Recourse Carveout Liabilities (each as defined in the Mezzanine Loan Agreement), including without limitation fraud, intentional misrepresentation, willful misconduct, misappropriation or misapplication of funds, voluntary bankruptcy filings, and violations of the special purpose entity covenants, and (b) such other events, acts, and circumstances as are set forth in the Mezzanine Loan Agreement and the Guaranty giving rise to full or partial personal recourse liability.

13.3 Reference to Loan Agreement. Reference is made to the Mezzanine Loan Agreement and the Guaranty for the full and complete terms and conditions of the exculpation and carveout recourse provisions applicable to the Mezzanine Loan.

14. Savings Clause / Usury

14.1 Usury Limitation. Notwithstanding any provision to the contrary contained in this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents, the total liability for payments in the nature of interest, additional interest, and other charges (including the Late Payment Charge, the Prepayment Premium, the Exit Fee, and any other charges that constitute interest under applicable law) shall not exceed the maximum amount of such liability that may be lawfully contracted for, charged, or received under applicable federal and state law (the "Maximum Lawful Rate"), as the same may be in effect from time to time during the term of this Note.

14.2 Application of Excess. If any payment by or on behalf of Maker pursuant to this Note or any of the other Mezzanine Loan Documents would result in the payment of interest or loan charges in excess of the Maximum Lawful Rate, the amount of such excess payment shall, at the option of Payee, be (a) applied first to the reduction of the outstanding principal balance of this Note, (b) then applied to the payment of any other amounts owing under this Note and the other Mezzanine Loan Documents, and (c) to the extent the excess exceeds the outstanding Indebtedness, refunded to Maker.

14.3 Spreading. To the extent permitted by applicable law, interest payments or other charges deemed to be interest under applicable law shall be spread over the full term of this Note (including any Extension Period) for the purpose of determining whether such charges exceed the Maximum Lawful Rate.

14.4 New York General Obligations Law. The interest rate payable under this Note shall be computed and capped in accordance with Section 5-501 of the New York General Obligations Law, or any successor or replacement statute, to the extent applicable. Maker and Payee intend to comply with all applicable usury laws, and the provisions of this Section 14 shall be interpreted and applied to effectuate such intent.

15. Governing Law; Submission to Jurisdiction

15.1 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to the conflicts-of-law principles thereof that would require or permit the application of the substantive laws of any other jurisdiction, except to the extent that the laws of the United States of America may be applicable.

15.2 Submission to Jurisdiction. Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York sitting in the County of New York, Borough of Manhattan, and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents.

15.3 Waiver of Objections. Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that Maker may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents in any court referred to in Section 15.2 above, and (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Maker agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

15.4 Service of Process. Maker irrevocably consents to the service of process in any action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Maker at its address set forth in Section 17 hereof or in the Mezzanine Loan Agreement. Nothing herein shall affect the right of Payee to serve process in any other manner permitted by applicable law.

16. Transfer and Assignment

16.1 Assignment by Payee. Payee may, at any time and from time to time, sell, assign, transfer, negotiate, or otherwise dispose of this Note, in whole or in part, and grant participations herein, in each case in accordance with the terms and conditions set forth in the Mezzanine Loan Agreement and the Intercreditor Agreement, without the prior consent of Maker, except to the extent that the prior consent of Maker is expressly required pursuant to the terms of the Mezzanine Loan Agreement. Any such assignment, transfer, or negotiation shall be subject to the requirements of the Intercreditor Agreement.

16.2 Rights of Assignee. Any assignee, transferee, endorsee, or other holder of this Note (each, a "Holder") shall be entitled to all of the benefits, rights, and privileges afforded to Payee under this Note, the Mezzanine Loan Agreement, and the other Mezzanine Loan Documents, including without limitation the right to enforce the Indebtedness and to exercise all remedies available hereunder and thereunder, in each case to the same extent as if such Holder were the original Payee hereunder.

16.3 Restrictions on Transfer by Maker. Maker shall not assign or transfer its obligations under this Note or any interest herein without the prior written consent of Payee, which consent may be withheld in Payee's sole and absolute discretion, and any such assignment or transfer without such consent shall be null and void and of no force or effect.

17. Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered in accordance with the notice provisions of the Mezzanine Loan Agreement. Without limiting the generality of the foregoing, notices shall be sent to the following addresses (or to such other address as the applicable party may designate by written notice in accordance with the Mezzanine Loan Agreement):

If to Maker:

Hudson Yards West Mezzanine LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Attention: Marcus Jennings, Vice President, Real Estate Development

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

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

Attention: Lydia Okafor, General Counsel

and 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, Esq.

If to Payee:

Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019

Attention: Victor Salinas, Senior Vice President, Originations

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

Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019

Attention: Rebecca Thornton, In-house Counsel

and with a copy (which shall not constitute notice) to:

Voss Richter & Baines LLP 1251 Avenue of the Americas, 34th Floor New York, New York 10020

Attention: Natasha Ivanovic, Esq.

18. Severability

If any term, covenant, condition, or provision of this Note, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remaining terms, covenants, conditions, and provisions of this Note shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon any such determination of invalidity, illegality, or unenforceability, the invalid, illegal, or unenforceable provision shall be reformed and construed to the minimum extent necessary to render such provision valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties as expressed in this Note.

19. Modification

This Note may not be modified, amended, waived, extended, changed, discharged, terminated, or supplemented, nor may any provision hereof be modified or waived, except by an instrument in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, termination, or supplement is sought. Any such modification or amendment shall be subject to the requirements of the Mezzanine Loan Agreement and the Intercreditor Agreement.

20. Successors and Assigns

This Note shall be binding upon Maker and its successors, assigns, heirs, administrators, executors, and legal representatives, and shall inure to the benefit of Payee and its successors, assigns, endorsees, transferees, heirs, administrators, executors, and legal representatives, in each case subject to the provisions of this Note, the Mezzanine Loan Agreement, and the Intercreditor Agreement regarding restrictions on transfer and assignment.

21. Captions

The section and subsection captions and headings used in this Note are inserted for convenience of reference only and shall not be deemed to define, limit, extend, or describe the scope or intent of any provision of this Note, and shall not be considered in interpreting or construing any provision hereof.

22. Time of the Essence

Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Note. Without limiting the generality of the foregoing, Maker acknowledges that the timely payment of all amounts due hereunder and the timely performance of all obligations hereunder are material terms of this Note, and that any failure to make timely payment or performance shall constitute a material breach hereof.

23. WAIVER OF JURY TRIAL

MAKER AND PAYEE HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE, THE MEZZANINE LOAN AGREEMENT, THE PLEDGE AGREEMENT, THE INTERCREDITOR AGREEMENT, OR ANY OF THE OTHER MEZZANINE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR PAYEE TO MAKE THE MEZZANINE LOAN AND ACCEPT THIS NOTE. MAKER AND PAYEE EACH ACKNOWLEDGE AND AGREE THAT THIS WAIVER HAS BEEN MADE WITH FULL KNOWLEDGE OF ITS LEGAL CONSEQUENCES AND THAT EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER. NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

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

EXECUTION PAGE

MEZZANINE PROMISSORY NOTE

$200,000,000.00

IN WITNESS WHEREOF, Maker has duly executed and delivered this Mezzanine Promissory Note as of the date first written above.

MAKER:

HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company

By: Metropolitan Transit Development Corp.,

a Delaware corporation, its sole member

By: ________

Name: David Harrington

Title: Executive Director

Date: ________

PAYEE ACKNOWLEDGMENT

MEZZANINE PROMISSORY NOTE

$200,000,000.00

AGREED AND ACCEPTED as of the date first written above:

PAYEE:

GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership

By: Granite Peak Capital GP LLC,

a Delaware limited liability company, its general partner

By: ________

Name: Diane Castellano

Title: Managing Partner

Date: ________

NOTARIAL ACKNOWLEDGMENT — MAKER

STATE OF NEW YORK COUNTY OF NEW YORK ss.:

On the __ day of June, in the year 2025, before me, the undersigned, personally appeared David Harrington, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Executive Director of Metropolitan Transit Development Corp., a Delaware corporation, the sole member of HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Name (printed): ________ Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

MEZZANINE PROMISSORY NOTE
$200,000,000.00
June 15, 2025 New York, New York
This MEZZANINE PROMISSORY NOTE (this "Note") is made as of June 15, 2025, by HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company ("Maker"), in favor of GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership ("Payee"), and is executed and delivered pursuant to and in accordance with that certain Mezzanine Loan Agreement of even date herewith (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Mezzanine Loan Agreement"), by and between Maker, as Borrower, and Payee, as Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Mezzanine Loan Agreement.
1. Promise to Pay
FOR VALUE RECEIVED, Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("Maker"), having an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, hereby unconditionally promises to pay to the order of Granite Peak Capital Partners, LP, a Delaware limited partnership ("Payee"), having an address at 9 West 57th Street, Suite 4200, New York, New York 10019, or at such other place as Payee may from time to time designate in writing, in lawful money of the United States of America, the principal sum of TWO HUNDRED MILLION AND 00/100 DOLLARS ($200,000,000.00) (the "Principal Amount"), together with interest thereon as hereinafter provided, and all other sums that may become due and payable pursuant to the terms of this Note, the Mezzanine Loan Agreement, and the other Mezzanine Loan Documents.
This Note evidences the indebtedness arising under and in connection with the Mezzanine Loan Agreement, and this Note is the "Note" referred to therein and in each of the other Mezzanine Loan Documents. The indebtedness evidenced by this Note, together with all interest accruing thereon and all other amounts payable by Maker hereunder or under the Mezzanine Loan Agreement and the other Mezzanine Loan Documents, are herein collectively referred to as the "Indebtedness."
The loan evidenced by this Note (the "Mezzanine Loan") is secured by, among other things, a first-priority 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"), pursuant to that certain Pledge and Security Agreement of even date herewith, executed by Maker in favor of Payee (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Pledge Agreement"). The Mezzanine Loan is further secured by such other security interests and collateral as are described in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents.
2. Interest Rate
The outstanding principal balance of this Note shall bear interest at a fixed rate (the "Interest Rate") equal to eleven and fifty hundredths percent (11.50%) per annum. Interest shall be calculated on the basis of a three hundred sixty (360)-day year comprised of twelve (12) thirty (30)-day months (the "30/360 day-count convention"). Interest on the outstanding principal balance of this Note shall accrue from and including the date hereof and shall continue to accrue until the Indebtedness has been paid in full. All computations of interest payable under this Note shall be made on the basis of the actual outstanding principal balance of this Note from time to time, subject to the foregoing day-count convention.
3. Interest-Only Payments; Payment Terms
3.1 Interest-Only Period. During the entire term of this Note, from and including the date hereof through and including the Maturity Date (as hereinafter defined, and as the same may be extended pursuant to Section 5 hereof), Maker shall pay interest only on the outstanding principal balance of this Note. No scheduled amortization of principal shall be required at any time during the term of this Note. For the avoidance of doubt, the foregoing shall not limit Maker's obligation to make mandatory prepayments of principal to the extent required under the Mezzanine Loan Agreement or to pay the entire outstanding principal balance of this Note on the Maturity Date as provided in Section 4 hereof.
3.2 Monthly Interest Payments. Monthly installments of interest only, each in the amount of ONE MILLION NINE HUNDRED SIXTEEN THOUSAND SIX HUNDRED SIXTY-SIX AND 67/100 DOLLARS ($1,916,666.67) (based on the full Principal Amount of $200,000,000.00 outstanding), shall be due and payable in arrears on the first (1st) Business Day of each calendar month, commencing on August 1, 2025, and continuing on the first (1st) Business Day of each successive calendar month thereafter through and including the Maturity Date. If the outstanding principal balance of this Note is at any time less than $200,000,000.00 as a result of any prepayment (whether voluntary or mandatory), the monthly interest installment shall be recalculated based on the then-outstanding principal balance and the Interest Rate, as notified by Payee to Maker. The final installment of interest, together with the entire outstanding principal balance and all other amounts due hereunder, shall be due and payable on the Maturity Date.
3.3 Method of Payment. All payments of principal, interest, and any other amounts due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available federal funds to the account designated in writing by Payee on or prior to the date hereof, or to such other account as Payee may from time to time designate by not fewer than five (5) Business Days' prior written notice to Maker. All payments shall be made without setoff, counterclaim, deduction, or defense of any kind.
3.4 Payments After Cut-Off Time. Any payment received by Payee after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day. If any payment hereunder would otherwise be due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and interest shall continue to accrue during such extension.
3.5 Application of Payments. All payments received by Payee with respect to the Indebtedness shall be applied in the following order of priority: (a) first, to the payment of any late charges, costs, expenses, and other amounts (other than principal and interest) then due and payable under this Note and the other Mezzanine Loan Documents; (b) second, to the payment of accrued and unpaid interest at the Default Rate (as hereinafter defined), if applicable; (c) third, to the payment of accrued and unpaid interest at the Interest Rate; and (d) fourth, to the reduction of the outstanding principal balance of this Note. Notwithstanding the foregoing, following the occurrence and during the continuance of an Event of Default, Payee may apply payments in such order and manner as Payee may elect in its sole and absolute discretion, to the extent permitted by the Mezzanine Loan Agreement.
4. Maturity Date
The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts due and payable under this Note and the other Mezzanine Loan Documents, shall be due and payable in full on June 15, 2029 (the "Initial Maturity Date"), unless extended pursuant to Section 5 hereof. As used herein, "Maturity Date" means the Initial Maturity Date, as the same may be extended pursuant to Section 5 hereof. In no event shall any extension of the Maturity Date alter Maker's obligation to make the monthly interest payments required by Section 3 hereof during any Extension Period, and all such interest payments during any Extension Period shall be due and payable in accordance with the terms of this Note as if such Extension Period were part of the original term.
5. Extension Options
5.1 Extension Rights. Maker shall have the right to extend the Maturity Date for up to two (2) successive periods of twelve (12) months each (each, an "Extension Period"), subject in each case to the timely satisfaction (or written waiver by Payee) of each of the following conditions precedent:
(a) No Event of Default, and no event or condition that with the giving of notice, the passage of time, or both, would constitute an Event of Default under this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents, shall have occurred and be continuing as of the date of Maker's extension notice or as of the first day of the applicable Extension Period;
(b) Maker shall have delivered to Payee irrevocable written notice of its election to exercise the applicable extension option not less than sixty (60) days and not more than one hundred twenty (120) days prior to the then-current Maturity Date, which notice, once delivered, shall be irrevocable and shall obligate Maker to pay the applicable extension fee regardless of whether the extension is consummated;
(c) Maker shall have paid to Payee the applicable extension fee in the amount specified in the Mezzanine Loan Agreement on or prior to the first day of the applicable Extension Period;
(d) Maker shall have demonstrated to the reasonable satisfaction of Payee that the financial covenants set forth in the Mezzanine Loan Agreement, including without limitation the minimum Debt Service Coverage Ratio ("DSCR"), maximum Loan-to-Value Ratio ("LTV"), and minimum Debt Yield thresholds, are satisfied as of the date of the proposed extension, based on such financial statements, appraisals, and other information as Payee may require in accordance with the Mezzanine Loan Agreement; and
(e) The maturity date of the Senior Loan (as defined in the Mezzanine Loan Agreement) shall have been extended to a date that is co-terminous with or later than the proposed extended Maturity Date, and evidence reasonably satisfactory to Payee of such extension of the Senior Loan maturity date shall have been delivered to Payee.
5.2 First Extension. If Maker duly and timely exercises the first extension option and satisfies all of the conditions set forth in Section 5.1 above, the Maturity Date shall be extended to June 15, 2030 (the "First Extension Maturity Date").
5.3 Second Extension. If Maker duly and timely exercises the second extension option and satisfies all of the conditions set forth in Section 5.1 above (with the then-current Maturity Date being the First Extension Maturity Date), the Maturity Date shall be extended to June 15, 2031 (the "Final Extended Maturity Date").
5.4 Failure to Satisfy Conditions. If Maker delivers a timely extension notice but fails to satisfy any of the conditions precedent set forth in Section 5.1 above on or prior to the first day of the applicable Extension Period, the extension shall not become effective, and the then-current Maturity Date shall remain unchanged and in full force and effect.
6. Default Rate
Upon the occurrence and during the continuance of an Event of Default (as defined in Section 10 hereof), interest on the entire outstanding principal balance of this Note shall accrue at a rate per annum (the "Default Rate") equal to the lesser of (a) the Interest Rate plus five percent (5.00%) per annum (i.e., sixteen and fifty hundredths percent (16.50%) per annum) and (b) the maximum rate of interest permitted by applicable law. Default Rate interest shall be computed on the basis of the same 30/360 day-count convention applicable to the Interest Rate and shall accrue from and including the date of the occurrence of such Event of Default until such Event of Default is cured or waived in writing by Payee in accordance with the Mezzanine Loan Agreement. All Default Rate interest shall be payable upon demand by Payee. The imposition of Default Rate interest shall be in addition to, and not in lieu of, any other rights or remedies available to Payee under this Note, the Mezzanine Loan Agreement, or the other Mezzanine Loan Documents, or at law or in equity.
7. Late Payment Charge
If any monthly installment of interest or any other amount payable under this Note (other than the payment of the entire outstanding principal balance on the Maturity Date, which shall be governed by Section 6 above) is not received by Payee within five (5) calendar days after its scheduled due date, Maker shall pay to Payee, in addition to such overdue amount, a late charge equal to five percent (5.00%) of the overdue amount (the "Late Payment Charge"). The Late Payment Charge is intended to compensate Payee for the additional administrative costs and expenses incurred by Payee as a result of Maker's failure to make timely payment, and is not intended as a penalty. The acceptance by Payee of any Late Payment Charge shall not constitute a waiver of any Event of Default or of any rights or remedies available to Payee hereunder or under the Mezzanine Loan Agreement or any of the other Mezzanine Loan Documents. The Late Payment Charge shall be payable in addition to, and not in lieu of, Default Rate interest, to the extent both are applicable.
8. Prepayment
8.1 Lockout Period. This Note may not be prepaid, in whole or in part, during the first twenty-four (24) months following the date hereof (the period commencing on the date hereof and ending on June 15, 2027, the "Lockout Period"), except as expressly permitted in connection with a Casualty or Condemnation (each as defined in the Mezzanine Loan Agreement), the proceeds of which are required to be applied to the outstanding principal balance of this Note in accordance with the terms of the Mezzanine Loan Agreement. Any prepayment made in violation of this Section 8.1 shall, to the extent permitted by applicable law, be void and of no force or effect, and any amounts tendered in connection therewith shall be returned to Maker.
8.2 Voluntary Prepayment After Lockout. After the expiration of the Lockout Period, Maker may prepay this Note in whole (but not in part, except as otherwise expressly permitted under the Mezzanine Loan Agreement with respect to mandatory prepayments) upon not less than thirty (30) days' and not more than sixty (60) days' prior irrevocable written notice to Payee (a "Prepayment Notice"), provided that any such voluntary prepayment shall be accompanied by the contemporaneous payment of all of the following:
(a) All accrued and unpaid interest on the outstanding principal balance of this Note through and including the date of prepayment;
(b) A prepayment premium (the "Prepayment Premium") calculated in accordance with the declining schedule and methodology set forth in the Mezzanine Loan Agreement, which Prepayment Premium Maker acknowledges and agrees constitutes a reasonable estimate of the damages that Payee will sustain as a result of such prepayment and does not constitute a penalty;
(c) The Exit Fee (as defined in Section 8.4 below); and
(d) All other sums, costs, expenses, fees, and charges then due and payable under this Note and the other Mezzanine Loan Documents, including without limitation any Late Payment Charges and Default Rate interest, if applicable.
Once delivered, a Prepayment Notice shall be irrevocable and shall obligate Maker to complete the prepayment on the date specified therein. Failure by Maker to prepay on the date specified in a Prepayment Notice shall constitute an Event of Default hereunder.
8.3 Partial Prepayments. Except as expressly set forth in the Mezzanine Loan Agreement with respect to mandatory prepayments resulting from Casualty or Condemnation proceeds, excess cash flow sweeps, or other specified events, partial prepayments of the outstanding principal balance shall not be permitted.
8.4 Exit Fee. In addition to any Prepayment Premium payable under Section 8.2(b) above, upon any prepayment of this Note, in whole or in part, whether voluntary or mandatory, and including any repayment of the outstanding principal balance on the Maturity Date, Maker shall pay to Payee an exit fee equal to one-half of one percent (0.50%) of the outstanding principal balance of this Note being repaid (the "Exit Fee"). The Exit Fee shall be fully earned by Payee upon the date of this Note and shall be due and payable upon the date of such prepayment or repayment. For the avoidance of doubt, the Exit Fee shall be payable in connection with any repayment of the outstanding principal balance, whether on the Maturity Date (including as the same may be extended), upon acceleration following an Event of Default, or otherwise.
8.5 Mandatory Prepayment. Maker shall be required to make mandatory prepayments of the outstanding principal balance of this Note upon the occurrence of certain events specified in the Mezzanine Loan Agreement, including without limitation (a) the receipt of casualty insurance proceeds or condemnation awards required to be applied to the Indebtedness, (b) excess cash flow sweeps, and (c) a Change of Control (as defined in the Mezzanine Loan Agreement). All mandatory prepayments shall be accompanied by accrued and unpaid interest, the applicable Prepayment Premium (if the mandatory prepayment occurs during a period when a Prepayment Premium would be payable), the Exit Fee, and all other amounts then due and payable under this Note and the other Mezzanine Loan Documents, all as more particularly set forth in the Mezzanine Loan Agreement.
9. Security; Relationship to Mezzanine Loan Agreement
9.1 Security. This Note is secured by, among other things, the Pledge Agreement and each of the other Mezzanine Loan Documents, in each case as defined in the Mezzanine Loan Agreement. The Collateral securing the Indebtedness consists of a first-priority security interest in one hundred percent (100%) of the limited liability company membership interests in Hudson Yards West Mortgage LLC held by Maker (collectively, the "Collateral"), together with all proceeds thereof, all as more particularly described in the Pledge Agreement. In addition, this Note is secured by such other collateral and security interests as are described in the Mezzanine Loan Agreement and the other Mezzanine Loan Documents.
9.2 Incorporation by Reference. The terms, covenants, conditions, and provisions of the Mezzanine Loan Agreement and each of the other Mezzanine Loan Documents are hereby incorporated herein by this reference as if fully set forth herein at length. Maker acknowledges and agrees that the Mezzanine Loan Agreement contains additional terms regarding the Mezzanine Loan, including but not limited to representations and warranties, affirmative and negative covenants, events of default, remedies, and other provisions, all of which are binding upon Maker.
9.3 Conflicts. In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Mezzanine Loan Agreement, the terms and provisions of the Mezzanine Loan Agreement shall govern and control in all respects; provided, however, that the unconditional promise to pay set forth in Section 1 hereof and the obligation to pay interest at the Interest Rate set forth in Section 2 hereof shall not be limited, modified, or otherwise affected by any such conflict or inconsistency.
9.4 Intercreditor Agreement. This Note and the rights and remedies of Payee hereunder are subject to the terms and provisions of that certain Intercreditor Agreement of even date herewith (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), by and among Payee, Ironclad National Bank, N.A., as agent for the Senior Lender (the "Senior Lender"), and Maker. In the event of any conflict between the terms of this Note and the terms of the Intercreditor Agreement, the Intercreditor Agreement shall govern and control as between Payee and the Senior Lender.
10. Events of Default
Each of the following shall constitute an "Event of Default" hereunder:
(a) Payment Default. The failure of Maker to pay any monthly installment of interest, or any other amount due and payable under this Note, within five (5) Business Days of the date when such payment is due hereunder;
(b) Maturity Default. The failure of Maker to pay the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts due and payable under this Note and the other Mezzanine Loan Documents, on the Maturity Date (as the same may be extended pursuant to Section 5 hereof); and
(c) Cross-Default. The occurrence of any "Event of Default" as defined in the Mezzanine Loan Agreement (after the expiration of any applicable notice and cure periods set forth therein), each of which is hereby incorporated herein by reference.
Reference is made to the Mezzanine Loan Agreement for a complete enumeration of all Events of Default, the applicable notice and cure periods, and the rights and remedies of Payee upon the occurrence of an Event of Default. The enumeration of Events of Default set forth in this Section 10 is not intended to be exhaustive and is supplemented by the Events of Default set forth in the Mezzanine Loan Agreement.
11. Acceleration; Remedies
11.1 Optional Acceleration. Upon the occurrence and during the continuance of any Event of Default (other than a Bankruptcy Event of Default, as described in Section 11.2 below), Payee may, at its sole option, by written notice to Maker, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest (including Default Rate interest), the Exit Fee, any Prepayment Premium that would be payable if the Mezzanine Loan were voluntarily prepaid on the date of such acceleration, and all other sums owing under this Note and the other Mezzanine Loan Documents, to be immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Maker to the fullest extent permitted by applicable law.
11.2 Automatic Acceleration. Upon the occurrence of a Bankruptcy Event of Default (being any Event of Default arising from or related to the bankruptcy, insolvency, receivership, reorganization, assignment for the benefit of creditors, or similar proceeding involving Maker, Mortgage Borrower, Guarantor, or any other Person as specified in the Mezzanine Loan Agreement), the entire Indebtedness shall automatically and immediately become due and payable in full without any notice, demand, presentment, protest, or other action of any kind by Payee, and without any election or exercise of any right or remedy by Payee.
11.3 Remedies. Upon the occurrence and during the continuance of an Event of Default, Payee may exercise any and all rights and remedies available to Payee under this Note, the Mezzanine Loan Agreement, the Pledge Agreement, the Intercreditor Agreement, and the other Mezzanine Loan Documents, including without limitation the right to foreclose upon the pledged membership interests in Hudson Yards West Mortgage LLC in accordance with the provisions of the Pledge Agreement and Article 9 of the Uniform Commercial Code as adopted in the State of New York (or any other applicable jurisdiction), and all rights and remedies available at law or in equity. All rights and remedies of Payee under this Note, the Mezzanine Loan Agreement, and the other Mezzanine Loan Documents are cumulative and not exclusive, and the exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.
12. Waivers by Maker
12.1 Waivers of Notice and Demand. Maker hereby waives, to the fullest extent permitted by applicable law, presentment for payment, demand, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature whatsoever in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly provided herein or in the Mezzanine Loan Agreement. Maker further waives, to the fullest extent permitted by applicable law, any right to assert any statute of limitations or analogous defense as a bar to the enforcement of this Note or the collection of any of the Indebtedness.
12.2 Jury Trial Waiver. Maker hereby knowingly, voluntarily, and intentionally waives any and all rights to a trial by jury in any action, proceeding, claim, or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way relating to this Note, the Mezzanine Loan Agreement, the Pledge Agreement, any of the other Mezzanine Loan Documents, or the transactions contemplated hereby or thereby. This waiver is a material inducement for Payee to make the Mezzanine Loan and accept this Note.
12.3 No Waiver by Payee. No failure or delay by Payee in exercising any right, power, or remedy under this Note or any of the other Mezzanine Loan Documents shall operate as a waiver thereof, and no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by Payee of any default or Event of Default shall operate as a waiver of any other default or Event of Default, or of the same default or Event of Default on any future occasion. No modification or waiver of any provision of this Note shall be effective unless set forth in a writing signed by Payee, and any such waiver shall be effective only in the specific instance and for the specific purpose for which given.
13. Recourse; Exculpation
13.1 Limited Recourse. Subject to the exceptions and qualifications set forth in the Mezzanine Loan Agreement and this Section 13, including without limitation the Non-Recourse Carveout Guaranty of even date herewith (the "Guaranty") executed by Metropolitan Transit Development Corp., a Delaware corporation ("Guarantor"), in favor of Payee, the personal liability of Maker for the repayment of the Indebtedness and the performance of Maker's obligations under this Note and the other Mezzanine Loan Documents shall be limited to Payee's interest in the Collateral and the other security granted pursuant to the Mezzanine Loan Documents. Following the exercise of remedies by Payee against the Collateral and other security in accordance with the Mezzanine Loan Documents, no deficiency or other personal money judgment shall be sought or entered against Maker, except to the extent expressly provided in Section 13.2 below or in the Mezzanine Loan Agreement.
13.2 Carveout Recourse. Notwithstanding the foregoing, the non-recourse limitations set forth in Section 13.1 above shall not apply, and the Indebtedness and Maker's obligations hereunder shall be fully recourse to Maker and to Guarantor, in each case to the extent set forth in the Mezzanine Loan Agreement and the Guaranty, with respect to (a) the Non-Recourse Carveout Events and Non-Recourse Carveout Liabilities (each as defined in the Mezzanine Loan Agreement), including without limitation fraud, intentional misrepresentation, willful misconduct, misappropriation or misapplication of funds, voluntary bankruptcy filings, and violations of the special purpose entity covenants, and (b) such other events, acts, and circumstances as are set forth in the Mezzanine Loan Agreement and the Guaranty giving rise to full or partial personal recourse liability.
13.3 Reference to Loan Agreement. Reference is made to the Mezzanine Loan Agreement and the Guaranty for the full and complete terms and conditions of the exculpation and carveout recourse provisions applicable to the Mezzanine Loan.
14. Savings Clause / Usury
14.1 Usury Limitation. Notwithstanding any provision to the contrary contained in this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents, the total liability for payments in the nature of interest, additional interest, and other charges (including the Late Payment Charge, the Prepayment Premium, the Exit Fee, and any other charges that constitute interest under applicable law) shall not exceed the maximum amount of such liability that may be lawfully contracted for, charged, or received under applicable federal and state law (the "Maximum Lawful Rate"), as the same may be in effect from time to time during the term of this Note.
14.2 Application of Excess. If any payment by or on behalf of Maker pursuant to this Note or any of the other Mezzanine Loan Documents would result in the payment of interest or loan charges in excess of the Maximum Lawful Rate, the amount of such excess payment shall, at the option of Payee, be (a) applied first to the reduction of the outstanding principal balance of this Note, (b) then applied to the payment of any other amounts owing under this Note and the other Mezzanine Loan Documents, and (c) to the extent the excess exceeds the outstanding Indebtedness, refunded to Maker.
14.3 Spreading. To the extent permitted by applicable law, interest payments or other charges deemed to be interest under applicable law shall be spread over the full term of this Note (including any Extension Period) for the purpose of determining whether such charges exceed the Maximum Lawful Rate.
14.4 New York General Obligations Law. The interest rate payable under this Note shall be computed and capped in accordance with Section 5-501 of the New York General Obligations Law, or any successor or replacement statute, to the extent applicable. Maker and Payee intend to comply with all applicable usury laws, and the provisions of this Section 14 shall be interpreted and applied to effectuate such intent.
15. Governing Law; Submission to Jurisdiction
15.1 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to the conflicts-of-law principles thereof that would require or permit the application of the substantive laws of any other jurisdiction, except to the extent that the laws of the United States of America may be applicable.
15.2 Submission to Jurisdiction. Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York sitting in the County of New York, Borough of Manhattan, and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents.
15.3 Waiver of Objections. Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that Maker may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Note, the Mezzanine Loan Agreement, or any of the other Mezzanine Loan Documents in any court referred to in Section 15.2 above, and (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Maker agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
15.4 Service of Process. Maker irrevocably consents to the service of process in any action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Maker at its address set forth in Section 17 hereof or in the Mezzanine Loan Agreement. Nothing herein shall affect the right of Payee to serve process in any other manner permitted by applicable law.
16. Transfer and Assignment
16.1 Assignment by Payee. Payee may, at any time and from time to time, sell, assign, transfer, negotiate, or otherwise dispose of this Note, in whole or in part, and grant participations herein, in each case in accordance with the terms and conditions set forth in the Mezzanine Loan Agreement and the Intercreditor Agreement, without the prior consent of Maker, except to the extent that the prior consent of Maker is expressly required pursuant to the terms of the Mezzanine Loan Agreement. Any such assignment, transfer, or negotiation shall be subject to the requirements of the Intercreditor Agreement.
16.2 Rights of Assignee. Any assignee, transferee, endorsee, or other holder of this Note (each, a "Holder") shall be entitled to all of the benefits, rights, and privileges afforded to Payee under this Note, the Mezzanine Loan Agreement, and the other Mezzanine Loan Documents, including without limitation the right to enforce the Indebtedness and to exercise all remedies available hereunder and thereunder, in each case to the same extent as if such Holder were the original Payee hereunder.
16.3 Restrictions on Transfer by Maker. Maker shall not assign or transfer its obligations under this Note or any interest herein without the prior written consent of Payee, which consent may be withheld in Payee's sole and absolute discretion, and any such assignment or transfer without such consent shall be null and void and of no force or effect.
17. Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered in accordance with the notice provisions of the Mezzanine Loan Agreement. Without limiting the generality of the foregoing, notices shall be sent to the following addresses (or to such other address as the applicable party may designate by written notice in accordance with the Mezzanine Loan Agreement):
If to Maker:
Hudson Yards West Mezzanine LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Marcus Jennings, Vice President, Real Estate Development
with a copy (which shall not constitute notice) to:
Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Lydia Okafor, General Counsel
and 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, Esq.
If to Payee:
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019
Attention: Victor Salinas, Senior Vice President, Originations
with a copy (which shall not constitute notice) to:
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019
Attention: Rebecca Thornton, In-house Counsel
and with a copy (which shall not constitute notice) to:
Voss Richter & Baines LLP 1251 Avenue of the Americas, 34th Floor New York, New York 10020
Attention: Natasha Ivanovic, Esq.
18. Severability
If any term, covenant, condition, or provision of this Note, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remaining terms, covenants, conditions, and provisions of this Note shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon any such determination of invalidity, illegality, or unenforceability, the invalid, illegal, or unenforceable provision shall be reformed and construed to the minimum extent necessary to render such provision valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties as expressed in this Note.
19. Modification
This Note may not be modified, amended, waived, extended, changed, discharged, terminated, or supplemented, nor may any provision hereof be modified or waived, except by an instrument in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, termination, or supplement is sought. Any such modification or amendment shall be subject to the requirements of the Mezzanine Loan Agreement and the Intercreditor Agreement.
20. Successors and Assigns
This Note shall be binding upon Maker and its successors, assigns, heirs, administrators, executors, and legal representatives, and shall inure to the benefit of Payee and its successors, assigns, endorsees, transferees, heirs, administrators, executors, and legal representatives, in each case subject to the provisions of this Note, the Mezzanine Loan Agreement, and the Intercreditor Agreement regarding restrictions on transfer and assignment.
21. Captions
The section and subsection captions and headings used in this Note are inserted for convenience of reference only and shall not be deemed to define, limit, extend, or describe the scope or intent of any provision of this Note, and shall not be considered in interpreting or construing any provision hereof.
22. Time of the Essence
Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Note. Without limiting the generality of the foregoing, Maker acknowledges that the timely payment of all amounts due hereunder and the timely performance of all obligations hereunder are material terms of this Note, and that any failure to make timely payment or performance shall constitute a material breach hereof.
23. WAIVER OF JURY TRIAL
MAKER AND PAYEE HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE, THE MEZZANINE LOAN AGREEMENT, THE PLEDGE AGREEMENT, THE INTERCREDITOR AGREEMENT, OR ANY OF THE OTHER MEZZANINE LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR PAYEE TO MAKE THE MEZZANINE LOAN AND ACCEPT THIS NOTE. MAKER AND PAYEE EACH ACKNOWLEDGE AND AGREE THAT THIS WAIVER HAS BEEN MADE WITH FULL KNOWLEDGE OF ITS LEGAL CONSEQUENCES AND THAT EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER. NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
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EXECUTION PAGE
MEZZANINE PROMISSORY NOTE
$200,000,000.00
IN WITNESS WHEREOF, Maker has duly executed and delivered this Mezzanine Promissory Note as of the date first written above.
MAKER:
HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company
By: Metropolitan Transit Development Corp.,
a Delaware corporation, its sole member
By: ________
Name: David Harrington
Title: Executive Director
Date: ________
PAYEE ACKNOWLEDGMENT
MEZZANINE PROMISSORY NOTE
$200,000,000.00
AGREED AND ACCEPTED as of the date first written above:
PAYEE:
GRANITE PEAK CAPITAL PARTNERS, LP, a Delaware limited partnership
By: Granite Peak Capital GP LLC,
a Delaware limited liability company, its general partner
By: ________
Name: Diane Castellano
Title: Managing Partner
Date: ________
NOTARIAL ACKNOWLEDGMENT — MAKER
STATE OF NEW YORK COUNTY OF NEW YORK ss.:
On the __ day of June, in the year 2025, before me, the undersigned, personally appeared David Harrington, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Executive Director of Metropolitan Transit Development Corp., a Delaware corporation, the sole member of HUDSON YARDS WEST MEZZANINE LLC, a Delaware limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Name (printed): ________ Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]

MEZZANINE PROMISSORY NOTE

EXECUTION PAGE

MEZZANINE PROMISSORY NOTE

PAYEE ACKNOWLEDGMENT

MEZZANINE PROMISSORY NOTE

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