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COMPLETION GUARANTY

HUDSON YARDS WEST 450 West 34th Street, New York, New York 10001

Dated as of June 15, 2025

This COMPLETION GUARANTY (this "Guaranty") is made as of June 15, 2025, by METROPOLITAN TRANSIT DEVELOPMENT CORP., an Illinois government instrumentality ("Guarantor" or "MTDC"), having its principal office at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, in favor of IRONCLAD NATIONAL BANK, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the "Agent") for the Lenders (as defined herein), having its principal office at 277 Park Avenue, New York, New York 10172.

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RECITALS

WHEREAS, reference is made to that certain Building Loan Agreement dated as of June 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), among Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Borrower"), the lenders party thereto from time to time (collectively, the "Lenders"), and Ironclad National Bank, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), pursuant to which the Lenders have agreed to make a senior mortgage construction loan to Borrower in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Loan"), subject to the terms and conditions set forth therein;

WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (the "Mortgage"), to be recorded in the Office of the City Register of the City of New York, New York County, encumbering certain real property located at 450 West 34th Street, New York, New York 10001, and designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York (the "Property"), as more particularly described in Exhibit A attached hereto and made a part hereof;

WHEREAS, the Property is subject to a certain ground lease recorded in the Office of the City Register, New York County, under City Register File Number ("CRFN") 2020000198762 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Ground Lease"), originally between NYC Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC" or "Guarantor"), as ground lessee, dated June 1, 2020, pursuant to which MTDC holds a long-term leasehold interest in the Property;

WHEREAS, Borrower is a special purpose entity, the sole member of which is Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("HYW Mezzanine"), which is indirectly owned and controlled by Guarantor through a chain of wholly-owned subsidiaries, and Guarantor therefore has a direct and substantial economic interest in the Borrower and the Property;

WHEREAS, Borrower has engaged Cobalt Construction Group, Inc., a New York corporation ("General Contractor"), as general contractor for the construction of the Improvements (as defined herein) pursuant to that certain Guaranteed Maximum Price Construction Contract dated as of June 15, 2025, designated as Contract No. CCG-HYW-2025-001 (as the same may be amended, supplemented, or otherwise modified from time to time with the prior written consent of Agent, the "GMP Contract"), providing for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Improvements;

WHEREAS, the total project cost for the construction of the Improvements is Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000.00), to be funded from the following sources: (i) the Loan in the amount of $475,000,000.00, (ii) a mezzanine loan from Granite Peak Capital Partners, LP in the amount of $200,000,000.00 (the "Mezzanine Loan"), (iii) equity contributions by MTDC in the amount of $200,000,000.00 (the "MTDC Equity"), and (iv) a NYC Transit Infrastructure Grant in the amount of $45,000,000.00 (the "NYC Grant");

WHEREAS, Agent has required, as a condition precedent to the initial advance of the Loan, the execution and delivery by Guarantor of this Guaranty, pursuant to which Guarantor shall guaranty the timely and Lien-Free Completion of the Improvements and the payment of all Cost Overruns, all as more particularly set forth herein; and

WHEREAS, Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Loan and the construction of the Improvements on the Property, and that this Guaranty is being executed and delivered to induce Agent and the Lenders to make the Loan to Borrower.

NOW, THEREFORE, in consideration of the foregoing premises, and in order to induce Agent and the Lenders to make the Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:

ARTICLE 1 — DEFINITIONS

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

"Approved Budget" means the construction budget for the Improvements attached to the Senior Loan Agreement as Exhibit G, as the same may be modified from time to time in accordance with the provisions of the Senior Loan Agreement. As of the date hereof, the Approved Budget reflects total project costs of Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000.00). A summary of the Approved Budget is attached hereto as Exhibit C.

"Approved Plans" means the plans and specifications for the construction of the Improvements as approved by Agent and as described in the Senior Loan Agreement, including all modifications, change orders, amendments, and supplements thereto approved in writing by Agent in accordance with the terms of the Senior Loan Agreement. The Approved Plans shall conform in all material respects to the approvals obtained pursuant to the Uniform Land Use Review Procedure ("ULURP") under Application No. C 230415 ZSM, as approved by the City Planning Commission of the City of New York on September 12, 2023, and by the City Council of the City of New York on October 25, 2023, together with all conditions and restrictions imposed in connection therewith.

"Casualty" shall have the meaning ascribed to such term in the Senior Loan Agreement.

"Completion" or "Completion of the Improvements" means the satisfaction of each and all of the following conditions: (i) construction of the Improvements has been completed substantially in accordance with the Approved Plans (with such immaterial deviations as may be approved or accepted by Agent in writing), including completion of all building systems, common areas, lobbies, elevators, life safety systems, and all other components necessary for the lawful occupancy of the Improvements; (ii) a temporary certificate of occupancy ("TCO") or a permanent certificate of occupancy has been issued by the New York City Department of Buildings for the Improvements (or for such portions thereof as are required under the Senior Loan Agreement) authorizing the lawful occupancy and use of the Improvements for their intended purposes; (iii) the Inspecting Architect has delivered to Agent a certificate confirming that the Improvements have been substantially completed in accordance with the Approved Plans and that all major building systems are operational; (iv) all conditions required for the Improvements to be open and available for occupancy by tenants under existing and prospective leases have been satisfied, including the completion of all tenant common areas and base building work; (v) all punch-list items have been identified in a written list approved by the Inspecting Architect and Agent and are scheduled for completion within sixty (60) days after the date of such identification, with a holdback or escrow in an amount reasonably determined by Agent (but not less than 150% of the estimated cost to complete such punch-list items) having been established to ensure completion thereof; and (vi) no mechanic's liens, materialmen's liens, stop notices, or similar encumbrances have been filed or are outstanding against the Property in connection with the construction of the Improvements (or, if any such liens have been filed, the same have been discharged of record, bonded over to Agent's reasonable satisfaction, or otherwise removed as an encumbrance on the Property in accordance with Section 2.4 hereof).

"Completion Date" means December 15, 2027 (which is the projected date of substantial completion of the Improvements under the GMP Contract and the Approved Plans), as such date may be extended day-for-day for Permitted Delays in accordance with this Guaranty; provided, however, that in no event shall the Completion Date, as so extended, be later than the Outside Completion Date.

"Completion Obligations" means the obligations of Guarantor set forth in Article 2 hereof, including the obligation to cause the timely, Lien-Free Completion of the Improvements and the payment of all Cost Overruns.

"Completion Termination Date" shall have the meaning ascribed to such term in Section 9.1 hereof.

"Contractor Default" means any material breach, default, termination event, or insolvency (including the filing of a petition in bankruptcy, the appointment of a receiver, or the making of an assignment for the benefit of creditors) of or by General Contractor under or with respect to the GMP Contract.

"Cost Overrun" means any and all costs and expenses of construction of the Improvements that exceed the amounts allocated for such costs and expenses in the Approved Budget (whether arising from change orders, unforeseen conditions, increases in the cost of labor or materials, or otherwise), including any costs arising from the replacement of General Contractor following a Contractor Default.

"Environmental Laws" shall have the meaning ascribed to such term in the Senior Loan Agreement.

"Event of Default" means, when used with respect to this Guaranty, each of the events described in Section 7.1 hereof, and, when used with respect to the Senior Loan Agreement, shall have the meaning ascribed to such term in the Senior Loan Agreement.

"First TCO Date" means the projected date for issuance of the initial temporary certificate of occupancy for the Improvements, which is March 15, 2028.

"Force Majeure" or "Permitted Delay" means a delay in the construction of the Improvements caused by any of the following events, to the extent that such event is beyond the reasonable control of Guarantor, Borrower, and General Contractor and could not have been avoided or mitigated through the exercise of commercially reasonable efforts: (a) strikes, lockouts, or other labor disputes (other than those arising from the acts or omissions of Guarantor, Borrower, or General Contractor); (b) acts of God, including earthquakes, floods, hurricanes, tornadoes, and other natural disasters; (c) war, armed conflict, invasion, military action, terrorism, or civil unrest; (d) epidemics, pandemics, or quarantine restrictions imposed by governmental authority; (e) governmental orders, directives, moratoria, or embargoes that prevent or materially delay construction; (f) casualties or condemnation affecting the Property; (g) inability to obtain materials or supplies due to industry-wide shortages not caused by Guarantor's failure to order timely; and (h) other similar events beyond the reasonable control of Guarantor, Borrower, and General Contractor. Notwithstanding the foregoing, the following shall not constitute Force Majeure or Permitted Delay events: (i) the financial inability of Guarantor, Borrower, General Contractor, or any subcontractor to perform their respective obligations; (ii) changes in market conditions, including changes in the cost of labor, materials, or equipment (except to the extent arising from an event otherwise constituting Force Majeure); (iii) the negligence or willful misconduct of Guarantor, Borrower, or their respective agents, contractors, or employees; and (iv) the failure of General Contractor or any subcontractor or material supplier to perform its obligations absent a Force Majeure event independently and directly affecting such General Contractor, subcontractor, or material supplier. The maximum aggregate extension of the Completion Date by reason of Permitted Delays shall not exceed one hundred eighty (180) days. Guarantor shall provide Agent with written notice of any Permitted Delay within ten (10) business days after the commencement thereof, together with a detailed description of the event, its expected duration, and Guarantor's plan for mitigation.

"GMP Contract" means that certain Guaranteed Maximum Price Construction Contract dated as of June 15, 2025, designated as Contract No. CCG-HYW-2025-001, between Borrower and Cobalt Construction Group, Inc., providing for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Improvements, as the same may be amended, supplemented, or otherwise modified from time to time with the prior written consent of Agent.

"Guaranteed Obligations" means all obligations of Guarantor under this Guaranty, including the Completion Obligations, the Cost Overrun Obligations set forth in Section 2.3, the Lien-Free Guaranty set forth in Section 2.4, the monetary obligations set forth in Section 2.5, the indemnification obligations set forth in Article 10, and all other obligations, covenants, and agreements of Guarantor contained herein.

"Improvements" means the mixed-use development to be constructed on the Property in accordance with the Approved Plans, as more particularly described in Exhibit B attached hereto and made a part hereof.

"Indemnified Parties" shall have the meaning ascribed to such term in Section 10.1 hereof.

"Inspecting Architect" means the architect or engineer retained by Agent, at Borrower's expense, to inspect the progress of construction of the Improvements and to certify draw requests and construction milestones in connection with the disbursement of Loan proceeds, as identified in the Senior Loan Agreement.

"Lien-Free" means free and clear of all mechanic's liens, materialmen's liens, stop notices, lis pendens (related to construction claims), and similar encumbrances arising out of or in connection with the construction of the Improvements, excluding only Permitted Exceptions.

"Loan Documents" shall have the meaning ascribed to such term in the Senior Loan Agreement, and shall include this Guaranty.

"Losses" means any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, court costs, expert witness fees, and disbursements) suffered, incurred, or sustained by Agent, any Lender, or any Indemnified Party.

"Mezzanine Loan" means that certain mezzanine loan in the principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) made by Granite Peak Capital Partners, LP to HYW Mezzanine, secured by a pledge of equity interests in Borrower, as more particularly described in the Mezzanine Loan Agreement.

"MTDC Equity" means the equity contributions to be made by Guarantor (directly or through its subsidiaries) to Borrower in the aggregate amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00), as set forth in the Approved Budget and required under the Senior Loan Agreement.

"NYC Grant" means the NYC Transit Infrastructure Grant in the amount of Forty-Five Million and 00/100 Dollars ($45,000,000.00), awarded to Borrower by the City of New York in connection with the transit infrastructure improvements to be incorporated into the Improvements.

"Outside Completion Date" means June 15, 2028, which represents the latest date by which Completion of the Improvements must be achieved, regardless of any Permitted Delays, extensions, or other events. The Outside Completion Date shall not be subject to further extension for any reason.

"Permitted Exceptions" shall have the meaning ascribed to such term in the Senior Loan Agreement.

"Property" means the real property 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 Borough of Manhattan, City of New York, as more particularly described in Exhibit A attached hereto.

"Senior Loan Agreement" means the Building Loan Agreement dated as of June 15, 2025, among Borrower, the Lenders, and Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Shortfall Amount" shall have the meaning ascribed to such term in Section 2.3 hereof.

Capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Senior Loan Agreement. All references herein to sections, articles, exhibits, and schedules are to sections, articles, exhibits, and schedules of and to this Guaranty unless otherwise specified. The rules of construction and interpretation set forth in Section 1.2 of the Senior Loan Agreement are hereby incorporated by reference and shall apply to this Guaranty, mutatis mutandis.

ARTICLE 2 — COMPLETION GUARANTY

Section 2.1 — Guaranty of Completion

Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Agent, for the ratable benefit of the Lenders, that Completion of the Improvements shall occur on or before the Completion Date (as the same may be extended for Permitted Delays in accordance with the terms hereof, but in no event later than the Outside Completion Date of June 15, 2028) in accordance with the Approved Plans, the Approved Budget, and all applicable laws, rules, regulations, codes, and ordinances, including the New York City Building Code (Title 28 of the Administrative Code of the City of New York), the New York City Zoning Resolution, and all conditions and restrictions imposed in connection with the zoning approvals obtained under ULURP Application No. C 230415 ZSM (CPC approval September 12, 2023; City Council approval October 25, 2023).

Without limiting the generality of the foregoing, Guarantor guarantees that:

(a) The Improvements shall be constructed substantially in accordance with the Approved Plans and the construction milestones set forth in Exhibit D hereto;

(b) A temporary certificate of occupancy or permanent certificate of occupancy shall be obtained from the New York City Department of Buildings for the Improvements on or before the First TCO Date (as such date may be extended for Permitted Delays, but not beyond the Outside Completion Date);

(d) All punch-list items shall be identified, scheduled, and completed within sixty (60) days following substantial completion; and

(e) All conditions precedent to the availability of the Improvements for occupancy by tenants shall have been satisfied.

This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Agent shall not be required to proceed against Borrower, any collateral, or any other person or entity before enforcing this Guaranty against Guarantor.

Section 2.2 — Performance Obligations

(a) If at any time during the construction of the Improvements it reasonably appears to Agent (based upon reports from the Inspecting Architect, construction consultant reports, or other information available to Agent) that Completion of the Improvements will not occur by the Completion Date (as extended for Permitted Delays), Guarantor shall promptly, and in any event within ten (10) business days after receipt of written notice from Agent (or, if earlier, within ten (10) business days after Guarantor becomes aware of the circumstances giving rise to such determination):

(i) take all actions necessary or appropriate to cause Completion of the Improvements to occur by the Completion Date (as extended for Permitted Delays), including providing additional funds, engaging additional or replacement contractors, subcontractors, architects, or engineers, accelerating construction schedules, authorizing overtime or shift work, and taking such other actions as may be necessary or appropriate;

(ii) deliver to Agent a written notice describing in reasonable detail the cause of the anticipated delay, the expected duration thereof, and Guarantor's proposed remediation plan (including a revised construction schedule, budget revisions, and staffing plans) to achieve Completion by the Completion Date (as extended for Permitted Delays); and

(iii) thereafter diligently prosecute such remediation plan to completion, and provide Agent with periodic progress reports (no less frequently than bi-weekly) until such time as Agent is reasonably satisfied that Completion will be achieved by the Completion Date (as extended for Permitted Delays).

(b) Upon the occurrence of a Contractor Default, Guarantor shall have the right (and, if requested by Agent, the obligation) to terminate the GMP Contract and replace General Contractor with a substitute general contractor reasonably approved by Agent (such approval not to be unreasonably withheld, conditioned, or delayed), on terms and conditions reasonably acceptable to Agent; provided, however, that (i) Guarantor shall bear all incremental costs arising from such replacement (including any mobilization costs, re-procurement costs, and increased construction costs), and such incremental costs shall be deemed Cost Overruns, (ii) the Completion Date (as extended for Permitted Delays) shall not be further extended by reason of such replacement (it being understood that any delay caused by a Contractor Default shall not constitute a Permitted Delay unless such Contractor Default is itself caused by a Force Majeure event directly affecting General Contractor), and (iii) the replacement general contractor shall enter into a guaranteed maximum price contract (or other form of construction contract reasonably acceptable to Agent) on terms no less favorable to Borrower than the GMP Contract.

(c) Guarantor shall cause Borrower to comply with all construction-related obligations under the Senior Loan Agreement, the GMP Contract, and all permits, approvals, and governmental authorizations relating to the construction of the Improvements, including the obligation to maintain the construction schedule, satisfy disbursement conditions, deliver monthly construction progress reports, and maintain all required insurance coverages.

Section 2.3 — Cost Overrun Guaranty

(a) Guarantor hereby unconditionally and irrevocably guarantees the payment of all costs of construction of the Improvements in excess of the amounts allocated for such costs in the Approved Budget (each such excess, a "Cost Overrun"). Guarantor's obligation to fund Cost Overruns shall be absolute and unconditional and shall not be limited by the amount of the Loan, the Mezzanine Loan, the MTDC Equity, the NYC Grant, or any other source of funds.

(b) If at any time Agent determines (based upon reports from the Inspecting Architect, the construction consultant retained by Agent, or Agent's own analysis) that the estimated cost to complete the Improvements (the "Cost-to-Complete") exceeds the sum of (i) the undisbursed portion of the Loan proceeds, (ii) the undisbursed portion of the Mezzanine Loan proceeds, (iii) the remaining uncontributed portion of the MTDC Equity, and (iv) the remaining undisbursed portion of the NYC Grant (collectively, the "Available Funds"), Agent shall deliver written notice to Guarantor specifying the amount of such excess (the "Shortfall Amount"). Within fifteen (15) business days after Guarantor's receipt of such written notice, Guarantor shall deposit the Shortfall Amount (in immediately available funds) into Borrower's construction disbursement account maintained with Agent (the "Construction Account"), in accordance with the disbursement procedures set forth in the Senior Loan Agreement.

(c) The Shortfall Amount deposited by Guarantor shall be applied to the costs of construction of the Improvements prior to any further disbursement of Loan proceeds. All disbursements of Shortfall Amounts shall be subject to the same disbursement conditions and procedures applicable to Loan proceeds under the Senior Loan Agreement (including the delivery of lien waivers, title date-down endorsements, and Inspecting Architect certifications), except to the extent otherwise agreed by Agent in writing.

(d) No Cost Overrun funding by Guarantor pursuant to this Section 2.3 shall (i) increase the principal amount of the Loan, (ii) entitle Guarantor to any reimbursement or repayment from Loan proceeds, Mezzanine Loan proceeds, or the NYC Grant, (iii) give rise to any claim by Guarantor against Agent or any Lender, or (iv) create or be deemed to create any lien, security interest, or encumbrance on the Property in favor of Guarantor. Guarantor acknowledges and agrees that all Cost Overrun deposits shall constitute additional equity contributions to Borrower and shall be subordinate in all respects to the Loan, the Mezzanine Loan, and the NYC Grant.

Section 2.4 — Lien-Free Guaranty

(a) Guarantor hereby guarantees that all construction of the Improvements shall be completed Lien-Free. Guarantor shall cause Borrower, General Contractor, and all subcontractors, materialmen, and suppliers to comply with all applicable lien laws and to deliver all lien waivers, releases, and other documentation required under the Senior Loan Agreement and the GMP Contract.

(b) If any mechanic's lien, materialman's lien, stop notice, or similar encumbrance is filed against the Property in connection with the construction of the Improvements (whether filed by General Contractor, any subcontractor, any materialman, any supplier, or any other person), Guarantor shall, within thirty (30) days after Guarantor receives notice of the filing of such lien (or within ten (10) business days after Guarantor receives notice that a foreclosure action has been commenced with respect to such lien), cause such lien to be:

(i) discharged and released of record by payment, satisfaction, or otherwise;

(ii) bonded over to Agent's reasonable satisfaction by the filing of a surety bond issued by a surety company rated at least "A–" (or its equivalent) by a nationally recognized rating agency, in form and substance reasonably satisfactory to Agent, in an amount equal to at least 150% of the amount claimed in such lien; or

(iii) otherwise removed as an encumbrance on the Property to Agent's reasonable satisfaction, including by order of a court of competent jurisdiction or by the deposit of funds into court in accordance with applicable law.

(c) If Guarantor fails to discharge, bond, or remove any such lien within the applicable cure period set forth in subsection (b) above, Agent may (but shall not be obligated to) take such action as Agent deems appropriate to discharge, bond, or remove such lien, including the payment of the amount claimed therein, the procurement of a bond, or the commencement of legal proceedings. Guarantor shall reimburse Agent, upon demand, for all costs and expenses incurred by Agent in connection therewith, including reasonable attorneys' fees and disbursements, together with interest thereon at the default rate specified in the Senior Loan Agreement from the date such costs are incurred until the date of reimbursement.

Section 2.5 — Monetary Obligations upon Failure to Complete

(a) If Completion of the Improvements does not occur on or before the Outside Completion Date (June 15, 2028), then, without limiting any other rights or remedies available to Agent under this Guaranty, the Senior Loan Agreement, or applicable law, Guarantor shall, upon Agent's written demand, pay to Agent a sum equal to all costs reasonably estimated by Agent to be necessary to achieve Completion of the Improvements in accordance with the Approved Plans (including the cost of engaging replacement contractors, consultants, and professionals, the cost of materials, permit fees, inspection costs, and any additional financing costs), as determined by Agent in its reasonable judgment after consultation with the Inspecting Architect or Agent's construction consultant.

(b) In the alternative and at Agent's sole election, Agent may demand payment from Guarantor of the Guaranteed Obligations in an amount equal to the entire then-outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, all applicable prepayment premiums, exit fees, late charges, and default interest, and all other amounts then due and payable under the Loan Documents (including amounts due under the Environmental Indemnity Agreement and any other indemnity or guaranty delivered in connection with the Loan). Guarantor shall pay such amount to Agent within ten (10) business days of receipt of Agent's written demand therefor, in immediately available funds, without setoff, deduction, counterclaim, or defense.

(c) The rights of Agent under this Section 2.5 are in addition to, and not in limitation of, all other rights and remedies available to Agent under this Guaranty, the Senior Loan Agreement, the Mortgage, or any other Loan Document, or at law or in equity. Agent's exercise of its rights under subsection (a) or (b) of this Section shall not preclude Agent from subsequently exercising its rights under the other subsection or from pursuing any other available remedy.

ARTICLE 3 — NATURE OF GUARANTY

Section 3.1 — Absolute and Unconditional

The obligations of Guarantor under this Guaranty are absolute, unconditional, irrevocable, and continuing, regardless of: (a) the validity, regularity, legality, or enforceability of the Loan, the Loan Documents, or any other guaranty or security furnished in connection therewith; (b) the absence of any action to enforce the same; (c) any waiver or consent by Agent with respect to any provision of the Loan Documents; (d) the recovery of any judgment against Borrower or any other person or any action to enforce the same; (e) the release or exchange of any collateral; (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or similar proceeding involving Borrower, Guarantor, or any other person; or (g) any other circumstance that might otherwise constitute a legal or equitable defense or discharge of Guarantor's obligations hereunder.

Guarantor's obligations hereunder are independent of and in addition to Borrower's obligations under the Loan Documents. Agent may proceed directly against Guarantor under this Guaranty without first pursuing any remedies against Borrower, the Property, any other collateral, or any other person or entity. A separate action or actions may be brought against Guarantor whether or not any action is brought against Borrower or any other person, and whether or not Borrower is joined in any such action or actions.

Section 3.2 — Guaranty of Payment and Performance

This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Agent shall not be required to (a) exhaust any right or remedy against Borrower or any other person, (b) proceed against or exhaust any security or collateral held by Agent, (c) pursue any other remedy available to Agent, or (d) file any claim in any bankruptcy proceeding of Borrower or any other person, before proceeding against Guarantor under this Guaranty. Guarantor agrees that Agent may enforce this Guaranty in accordance with its terms, notwithstanding any other security or guaranty that may be available to Agent.

Section 3.3 — Continuing Guaranty

This Guaranty is a continuing guaranty and shall remain in full force and effect from the date hereof until the Completion Termination Date (as defined in Section 9.1 hereof). Guarantor's obligations hereunder shall not be affected or diminished by any intermediate payment or discharge, in whole or in part, of any of the Guaranteed Obligations. This Guaranty shall be binding upon Guarantor and its successors and assigns, and shall inure to the benefit of Agent, the Lenders, and their respective successors, endorsees, transferees, and assigns.

Section 3.4 — Reinstatement

If any payment received by Agent from or on behalf of Guarantor under this Guaranty is thereafter rescinded, avoided, or must be returned or restored by Agent (whether in connection with any bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance or transfer proceeding, or otherwise), Guarantor's obligations hereunder with respect to such payment shall be reinstated and deemed to have continued in existence as though such payment had not been made. This provision shall survive the termination of this Guaranty and shall remain enforceable notwithstanding any prior release of Guarantor.

ARTICLE 4 — WAIVERS BY GUARANTOR

Section 4.1 — General Waivers

Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:

(a) notice of acceptance of this Guaranty by Agent or any Lender;

(b) presentment, demand, protest, and notice of dishonor with respect to any of the Guaranteed Obligations;

(c) notice of any amendment, modification, supplement, renewal, extension, or restructuring of the Loan Documents or any other agreement relating to the Loan;

(d) notice of any default or event of default by Borrower under the Loan Documents or by any other person under any guaranty or other agreement;

(e) any requirement that Agent mitigate damages or take any action to reduce, collect, or enforce any of the Guaranteed Obligations;

(f) any right to require Agent to (i) proceed against Borrower or any other person, (ii) proceed against or exhaust any collateral or security held by Agent, or (iii) pursue any other remedy available to Agent before proceeding against Guarantor under this Guaranty;

(g) all defenses based on suretyship, impairment of collateral, or any similar theory, including any defense arising under Article 3 of the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction;

(h) any defense arising by reason of any disability or other defense of Borrower or any other person, or by reason of the cessation from any cause whatsoever of the liability of Borrower other than the satisfaction in full of all Guaranteed Obligations;

(i) any defense based upon Agent's election of any remedy against Guarantor, Borrower, or any other person, or any election by Agent in any bankruptcy proceeding of Borrower for the application of Section 1111(b)(2) of the United States Bankruptcy Code;

(j) any defense based upon an election of remedies by Agent, including any election that destroys or impairs any right of subrogation, reimbursement, or contribution that Guarantor might otherwise have; and

(k) the benefit of any statute of limitations affecting Guarantor's liability under this Guaranty or the enforcement thereof, to the extent permitted by applicable law.

Section 4.2 — Waiver of Subrogation

Until the Completion Termination Date, Guarantor hereby waives and agrees not to exercise or assert any right of subrogation, reimbursement, exoneration, contribution, or indemnity against Borrower, HYW Mezzanine, or any other person, and any right to enforce any remedy that Agent now has or may hereafter have against Borrower or any other person, and any right to participate in any security now or hereafter held by Agent for the Loan or any of the Guaranteed Obligations. Guarantor further waives any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent for the Loan. Guarantor agrees that, until the Completion Termination Date, Guarantor shall not file any claim, proof of claim, or other instrument in any bankruptcy, insolvency, or similar proceeding of Borrower or any other person seeking payment on account of subrogation, contribution, reimbursement, or similar rights.

Section 4.3 — Waivers under Illinois and New York Law

Without limiting the generality of the foregoing waivers, Guarantor specifically waives, to the fullest extent permitted by applicable law:

(a) any and all rights and defenses available to Guarantor under the laws of the State of Illinois (the jurisdiction of Guarantor's organization), including any anti-deficiency protections, one-action rules, fair-value limitations, and similar statutory protections that might otherwise limit or impair the enforceability of this Guaranty or the ability of Agent to enforce this Guaranty in accordance with its terms;

(b) any and all rights and defenses available to Guarantor under the laws of the State of New York (the governing law of this Guaranty), including any anti-deficiency protections, one-action rules, fair-value limitations, and similar statutory protections that might otherwise limit or impair the enforceability of this Guaranty; and

(c) any defense arising by reason of any law of the State of Illinois or the State of New York that provides that the obligation of a surety or guarantor must be neither larger in amount nor in other respects more burdensome than that of the principal obligor.

Guarantor acknowledges that the foregoing waivers are made knowingly, voluntarily, and with the advice of counsel, and that Guarantor has been advised by its counsel as to the legal effect and consequences of each such waiver.

Section 4.4 — No marshaling

Agent shall not be required to marshal any assets or collateral, or to resort to any particular security, collateral, or source of repayment in any particular order or manner. Guarantor hereby waives any and all rights to require Agent to marshal assets or collateral, and any right to direct the order or manner in which Agent shall seek to enforce its remedies or to collect any amounts due hereunder.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to Agent and the Lenders as follows, as of the date hereof (and, where indicated, on a continuing basis throughout the term of this Guaranty):

Section 5.1 — Status and Authority

(a) Guarantor is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois, and has all requisite corporate, governmental, and legislative power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by this Guaranty.

(b) Guarantor has all requisite power and authority (including all corporate, legislative, and governmental authority necessary under its enabling legislation) to execute, deliver, and perform its obligations under this Guaranty. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action, including a resolution of the Board of Directors of MTDC, chaired by Margaret Kowalski, duly adopted at a meeting at which a quorum was present (or by unanimous written consent) on or prior to the date hereof, and no further approval, consent, authorization, or filing (governmental or otherwise) is required for Guarantor to execute and deliver this Guaranty or to perform its obligations hereunder.

Section 5.2 — Enforceability

(a) 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 applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

(b) Guarantor hereby represents, warrants, and covenants that it has irrevocably waived, and will not assert, claim, or interpose, any defense based on sovereign immunity, governmental immunity, or any similar doctrine (including immunity from suit, immunity from service of process, immunity from jurisdiction of any court, and immunity from execution of a judgment) in connection with any action, proceeding, or claim arising out of or relating to this Guaranty, the Loan Documents, or the transactions contemplated hereby or thereby. Guarantor acknowledges that this waiver is a material inducement to Agent and the Lenders to enter into the Senior Loan Agreement and make the Loan.

Section 5.3 — No Conflicts

The execution, delivery, and performance by Guarantor of this Guaranty, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with or violate Guarantor's enabling legislation, charter, bylaws, or other organizational documents, (b) conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under any material contract, agreement, indenture, lease, license, or instrument to which Guarantor is a party or by which Guarantor or any of its properties or assets may be bound, (c) result in the creation or imposition of any lien, charge, or encumbrance on any property or asset of Guarantor (other than the liens created by the Loan Documents), or (d) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect and applicable to Guarantor.

Section 5.4 — Financial Condition

(a) Guarantor's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY2024 Financial Statements"), audited by Whitfield Albrecht & Co. LLP (engagement partner: Sandra Okonkwo, CPA), copies of which have been delivered to Agent prior to the date hereof, have been prepared in accordance with generally accepted accounting principles applicable to governmental entities (GASB standards) consistently applied throughout the periods covered thereby, and fairly present in all material respects the financial position of Guarantor as of December 31, 2024, and the results of its operations and changes in net assets for the fiscal year then ended.

(b) As reflected in the FY2024 Financial Statements: (i) Guarantor had total operating revenue of One Billion One Hundred Twenty Million and 00/100 Dollars ($1,120,000,000.00); (ii) Guarantor had net assets (total assets less total liabilities) of Three Billion Seven Hundred Million and 00/100 Dollars ($3,700,000,000.00); and (iii) Guarantor's real estate portfolio had an aggregate fair market value of approximately Four Billion Eight Hundred Million and 00/100 Dollars ($4,800,000,000.00), consisting of properties located across eleven (11) states.

(c) Guarantor has a credit rating of A– from Pinnacle Ratings Group (Identifier: PRG-MTDC-A-2024-1187), which rating is current as of the date hereof and has not been placed on credit watch or negative outlook.

(d) Since December 31, 2024, no material adverse change has occurred in the financial condition, business, operations, assets, or prospects of Guarantor that could reasonably be expected to impair Guarantor's ability to perform its obligations under this Guaranty.

Section 5.5 — Litigation

There is no litigation, arbitration, governmental investigation, or other proceeding pending or, to Guarantor's knowledge, threatened against Guarantor or any of its subsidiaries before any court, arbitral tribunal, or governmental authority that (a) involves a claim in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000.00), (b) seeks injunctive or other equitable relief that could materially interfere with Guarantor's business or operations, or (c) could otherwise reasonably be expected to have a material adverse effect on Guarantor's financial condition or ability to perform under this Guaranty.

Section 5.6 — No Bankruptcy

No proceeding under any bankruptcy, insolvency, reorganization, receivership, dissolution, liquidation, or similar law or statute of any jurisdiction has been filed by or against Guarantor or any of its subsidiaries, and Guarantor has not made an assignment for the benefit of creditors, consented to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, or admitted in writing its inability to pay its debts as they become due. Guarantor is solvent and, after giving effect to this Guaranty, will be solvent.

Section 5.7 — ERISA and Pension Compliance

To the extent that the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), is applicable to Guarantor, Guarantor is in compliance in all material respects with all applicable provisions of ERISA and the regulations thereunder. To the extent that ERISA is not applicable to Guarantor as a government instrumentality, Guarantor represents that it is in compliance in all material respects with all applicable federal, state, and local laws relating to its pension plans, benefit plans, and retirement systems (including the Illinois Pension Code, 40 ILCS 5/1-101 et seq.), and that no condition exists that would give rise to a material unfunded liability under any such plan or system that could reasonably be expected to have a material adverse effect on Guarantor's financial condition or ability to perform under this Guaranty.

Section 5.8 — Sanctions and Anti-Corruption

(a) Neither Guarantor nor any of its subsidiaries, directors, officers, or employees is a person or entity ("Sanctioned Person") currently the subject or target of any sanctions administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United States Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant sanctions authority.

(b) Guarantor shall not, directly or indirectly, use any Loan proceeds or other funds made available in connection with the transactions contemplated by this Guaranty or the Loan Documents in any manner that would violate any applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010) or any applicable anti-money-laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act).

ARTICLE 6 — COVENANTS OF GUARANTOR

Guarantor hereby covenants and agrees as follows, from the date hereof until the Completion Termination Date (and, with respect to surviving obligations, until the satisfaction in full of all such surviving obligations):

Section 6.1 — Financial Reporting

Guarantor shall deliver to Agent each of the following:

(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, the audited consolidated financial statements of Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles applicable to governmental entities (GASB standards) consistently applied, audited by a nationally recognized independent public accounting firm (which, as of the date hereof, is Whitfield Albrecht & Co. LLP), and accompanied by the unqualified opinion of such accounting firm.

(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each fiscal quarter of Guarantor (other than the fourth fiscal quarter), the unaudited consolidated financial statements of Guarantor for such fiscal quarter, prepared in accordance with GASB standards consistently applied (subject to normal year-end audit adjustments), certified by Guarantor's Chief Financial Officer as fairly presenting the financial condition and results of operations of Guarantor as of the end of such quarter.

(c) Annual Compliance Certificate. Concurrently with the delivery of the annual audited financial statements, a compliance certificate (the "Compliance Certificate") signed by Guarantor's Chief Financial Officer, Priya Subramanian, or her successor in such capacity, certifying that (i) no material adverse change in the financial condition, business, operations, or assets of Guarantor has occurred since the date of the most recently delivered financial statements, (ii) Guarantor is in compliance with the financial covenants set forth in Sections 6.2, 6.3, and 6.4 hereof (together with reasonably detailed calculations demonstrating such compliance), and (iii) no default or Event of Default under this Guaranty has occurred and is continuing (or, if any such default or Event of Default has occurred, a description thereof and the steps being taken to cure the same).

Section 6.2 — Maintenance of Net Worth

Guarantor shall maintain, at all times, net assets (total assets less total liabilities, as determined in accordance with GASB standards) of not less than Two Billion Five Hundred Million and 00/100 Dollars ($2,500,000,000.00). Compliance with this covenant shall be tested annually based on Guarantor's audited consolidated financial statements delivered pursuant to Section 6.1(a).

Section 6.3 — Maintenance of Liquidity

Guarantor shall maintain, at all times, unencumbered liquid assets (consisting of cash, cash equivalents, and marketable securities not subject to any lien, pledge, security interest, or other encumbrance) of not less than One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00). Compliance with this covenant shall be tested quarterly based on Guarantor's financial statements delivered pursuant to Section 6.1(b) (and annually based on the audited financial statements delivered pursuant to Section 6.1(a)).

Section 6.4 — Maintenance of Credit Rating

Guarantor shall maintain a credit rating of not less than BBB (or its equivalent) from at least one nationally recognized rating agency. Guarantor shall promptly notify Agent in writing (and in any event within five (5) business days) of any downgrade, withdrawal, or suspension of Guarantor's credit rating by any rating agency, or of any placement of Guarantor's credit rating on credit watch with negative implications.

Section 6.5 — Notices

Guarantor shall promptly (and in any event within ten (10) business days) notify Agent in writing of:

(a) any event, occurrence, or condition that could reasonably be expected to have a material adverse effect on Guarantor's financial condition, business, operations, or assets, or on Guarantor's ability to perform its obligations under this Guaranty;

(b) the commencement of any litigation, arbitration, or governmental proceeding against Guarantor or any of its subsidiaries involving claims in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000.00), or seeking injunctive or other equitable relief that could materially interfere with Guarantor's business or operations;

(c) any downgrade, withdrawal, or suspension of Guarantor's credit rating by any rating agency, or any placement of Guarantor's credit rating on credit watch with negative implications;

(d) any change in Guarantor's organizational structure, enabling legislation, charter, or bylaws that could reasonably be expected to affect Guarantor's ability to perform its obligations under this Guaranty; and

(e) any event or circumstance constituting a Force Majeure event or otherwise resulting in a delay in the construction of the Improvements.

Section 6.6 — Compliance with Laws

Guarantor shall comply in all material respects with all applicable laws, rules, regulations, orders, and governmental requirements (including, without limitation, all applicable tax laws, environmental laws, employment laws, and governmental reporting requirements) to the extent that failure to so comply could reasonably be expected to have a material adverse effect on Guarantor's financial condition or ability to perform its obligations under this Guaranty.

Section 6.7 — No Transfer of Interest

Guarantor shall not sell, transfer, convey, assign, or otherwise dispose of all or substantially all of its assets, or merge with or consolidate into any other entity, without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Guarantor may consummate any such transaction without the prior written consent of Agent if all of the following conditions are satisfied:

(a) the surviving or acquiring entity (if other than Guarantor) shall have expressly assumed in writing all of Guarantor's obligations under this Guaranty pursuant to an assumption agreement in form and substance reasonably satisfactory to Agent;

(b) the surviving or acquiring entity (after giving effect to such transaction) shall have net assets at least equal to Guarantor's net assets as of the date of closing hereunder (as adjusted for any intervening changes reflected in audited financial statements delivered to Agent);

(c) no default or Event of Default under this Guaranty or the Senior Loan Agreement has occurred and is continuing at the time of such transaction or would result from the consummation thereof; and

(d) Guarantor shall have delivered to Agent, at least thirty (30) days prior to the consummation of such transaction, written notice thereof together with such financial information and documentation as Agent may reasonably request.

Section 6.8 — Construction Oversight

(a) Guarantor shall cause Borrower to comply with all construction-related obligations under the Senior Loan Agreement, including (i) the satisfaction of all conditions to the disbursement of Loan proceeds, (ii) the achievement of all construction milestones set forth in Exhibit D hereto and in the Senior Loan Agreement, (iii) the delivery of all monthly construction progress reports, draw requests, lien waivers, and other documentation required under the Senior Loan Agreement, and (iv) the maintenance of all required insurance coverages (including builder's risk insurance with a replacement cost coverage of not less than $500,000,000.00, issued by Fortis Indemnity Insurance Co. or another insurer reasonably acceptable to Agent).

(b) Guarantor shall ensure that Connor McBride (or a successor project director possessing comparable qualifications and experience, reasonably acceptable to Agent) is actively engaged in the day-to-day oversight and management of the construction of the Improvements throughout the construction period. If Connor McBride ceases to serve as project director for any reason, Guarantor shall notify Agent within five (5) business days and shall propose a replacement project director for Agent's approval within thirty (30) days.

ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES

Section 7.1 — Events of Default under Guaranty

Each of the following shall constitute an Event of Default under this Guaranty (each, a "Guaranty Event of Default"):

(a) Payment Default. Failure of Guarantor to make any payment when due under this Guaranty (including any Shortfall Amount, any payment under Section 2.5, or any indemnification payment under Article 10) within five (5) business days after Agent's written demand therefor.

(b) Failure of Completion. Failure of Completion of the Improvements to occur on or before the Outside Completion Date (June 15, 2028).

(c) Lien Default. The filing of any mechanic's lien, materialman's lien, or stop notice against the Property in connection with the construction of the Improvements, which lien or stop notice is not discharged, bonded, or removed within the applicable cure period set forth in Section 2.4(b).

(d) Representation Default. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered to Agent in connection herewith shall prove to have been materially false, misleading, or incorrect when made or deemed made.

(e) Covenant Default. Failure of Guarantor to perform or observe any covenant or agreement contained in this Guaranty (other than a payment obligation, which is governed by clause (a) above), which failure continues unremedied for thirty (30) days after written notice thereof from Agent to Guarantor; provided, however, that if such failure is of a nature that is capable of cure but cannot reasonably be cured within such thirty (30) day period, and Guarantor has commenced to cure such failure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion, the cure period shall be extended for such additional period as may be reasonably necessary, but in no event beyond sixty (60) days after the date of Agent's initial notice.

(f) Net Worth Default. Guarantor's net assets fall below the minimum threshold of Two Billion Five Hundred Million and 00/100 Dollars ($2,500,000,000.00) as set forth in Section 6.2, and Guarantor fails to restore its net assets to at least such minimum level within sixty (60) days after Agent's written notice thereof.

(g) Credit Rating Default. Guarantor's credit rating falls below BBB– (or its equivalent) from all nationally recognized rating agencies then rating Guarantor.

(h) Insolvency Default. (i) Guarantor shall commence a voluntary case or other proceeding under any bankruptcy, insolvency, reorganization, receivership, dissolution, liquidation, or similar law, (ii) an involuntary case or proceeding shall be commenced against Guarantor under any such law and shall remain undismissed or unstayed for sixty (60) days, (iii) Guarantor shall make a general assignment for the benefit of creditors, (iv) Guarantor shall consent to the appointment of a receiver, trustee, custodian, or liquidator of all or a substantial part of its assets, or (v) Guarantor shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

(i) Cross-Default. An Event of Default shall have occurred under the Senior Loan Agreement arising from a construction-related cause, including any default relating to the failure to satisfy construction milestones, the failure to maintain required insurance coverages, the unauthorized modification of the Approved Plans, or the failure to comply with disbursement conditions.

Section 7.2 — Remedies

Upon the occurrence and during the continuance of any Guaranty Event of Default, Agent may, at its option and without further notice to Guarantor (except as otherwise expressly required herein or by applicable law), exercise any or all of the following remedies:

(a) Acceleration. Declare all Guaranteed Obligations immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Guarantor.

(b) Specific Performance. Pursue specific performance of Guarantor's Completion Obligations and other non-monetary obligations under this Guaranty, it being acknowledged by Guarantor that Agent and the Lenders would suffer irreparable harm if Guarantor fails to perform its Completion Obligations, and that monetary damages alone would not be an adequate remedy.

(c) Other Legal and Equitable Remedies. Exercise any and all other rights and remedies available to Agent at law or in equity, including the right to seek injunctive relief, declaratory relief, and the recovery of damages (including consequential and incidental damages to the extent permitted by applicable law).

(d) Remedies under Loan Documents. Pursue any and all remedies available to Agent under the Senior Loan Agreement, the Mortgage, or any other Loan Document, including foreclosure of the Mortgage, appointment of a receiver, or exercise of any other remedy available under the Loan Documents.

All remedies of Agent under this Guaranty are cumulative and not exclusive, and may be exercised individually or concurrently. No failure or delay by Agent in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any r

COMPLETION GUARANTY
HUDSON YARDS WEST 450 West 34th Street, New York, New York 10001
Dated as of June 15, 2025
This COMPLETION GUARANTY (this "Guaranty") is made as of June 15, 2025, by METROPOLITAN TRANSIT DEVELOPMENT CORP., an Illinois government instrumentality ("Guarantor" or "MTDC"), having its principal office at 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604, in favor of IRONCLAD NATIONAL BANK, N.A., a national banking association, in its capacity as administrative agent (in such capacity, the "Agent") for the Lenders (as defined herein), having its principal office at 277 Park Avenue, New York, New York 10172.
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RECITALS
WHEREAS, reference is made to that certain Building Loan Agreement dated as of June 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), among Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Borrower"), the lenders party thereto from time to time (collectively, the "Lenders"), and Ironclad National Bank, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), pursuant to which the Lenders have agreed to make a senior mortgage construction loan to Borrower in the aggregate principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Loan"), subject to the terms and conditions set forth therein;
WHEREAS, the Loan is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (the "Mortgage"), to be recorded in the Office of the City Register of the City of New York, New York County, encumbering certain real property located at 450 West 34th Street, New York, New York 10001, and designated as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York (the "Property"), as more particularly described in Exhibit A attached hereto and made a part hereof;
WHEREAS, the Property is subject to a certain ground lease recorded in the Office of the City Register, New York County, under City Register File Number ("CRFN") 2020000198762 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Ground Lease"), originally between NYC Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC" or "Guarantor"), as ground lessee, dated June 1, 2020, pursuant to which MTDC holds a long-term leasehold interest in the Property;
WHEREAS, Borrower is a special purpose entity, the sole member of which is Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("HYW Mezzanine"), which is indirectly owned and controlled by Guarantor through a chain of wholly-owned subsidiaries, and Guarantor therefore has a direct and substantial economic interest in the Borrower and the Property;
WHEREAS, Borrower has engaged Cobalt Construction Group, Inc., a New York corporation ("General Contractor"), as general contractor for the construction of the Improvements (as defined herein) pursuant to that certain Guaranteed Maximum Price Construction Contract dated as of June 15, 2025, designated as Contract No. CCG-HYW-2025-001 (as the same may be amended, supplemented, or otherwise modified from time to time with the prior written consent of Agent, the "GMP Contract"), providing for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Improvements;
WHEREAS, the total project cost for the construction of the Improvements is Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000.00), to be funded from the following sources: (i) the Loan in the amount of $475,000,000.00, (ii) a mezzanine loan from Granite Peak Capital Partners, LP in the amount of $200,000,000.00 (the "Mezzanine Loan"), (iii) equity contributions by MTDC in the amount of $200,000,000.00 (the "MTDC Equity"), and (iv) a NYC Transit Infrastructure Grant in the amount of $45,000,000.00 (the "NYC Grant");
WHEREAS, Agent has required, as a condition precedent to the initial advance of the Loan, the execution and delivery by Guarantor of this Guaranty, pursuant to which Guarantor shall guaranty the timely and Lien-Free Completion of the Improvements and the payment of all Cost Overruns, all as more particularly set forth herein; and
WHEREAS, Guarantor acknowledges that it will derive substantial direct and indirect benefit from the making of the Loan and the construction of the Improvements on the Property, and that this Guaranty is being executed and delivered to induce Agent and the Lenders to make the Loan to Borrower.
NOW, THEREFORE, in consideration of the foregoing premises, and in order to induce Agent and the Lenders to make the Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:
ARTICLE 1 — DEFINITIONS
As used in this Guaranty, the following terms shall have the following meanings:
"Approved Budget" means the construction budget for the Improvements attached to the Senior Loan Agreement as Exhibit G, as the same may be modified from time to time in accordance with the provisions of the Senior Loan Agreement. As of the date hereof, the Approved Budget reflects total project costs of Nine Hundred Twenty Million and 00/100 Dollars ($920,000,000.00). A summary of the Approved Budget is attached hereto as Exhibit C.
"Approved Plans" means the plans and specifications for the construction of the Improvements as approved by Agent and as described in the Senior Loan Agreement, including all modifications, change orders, amendments, and supplements thereto approved in writing by Agent in accordance with the terms of the Senior Loan Agreement. The Approved Plans shall conform in all material respects to the approvals obtained pursuant to the Uniform Land Use Review Procedure ("ULURP") under Application No. C 230415 ZSM, as approved by the City Planning Commission of the City of New York on September 12, 2023, and by the City Council of the City of New York on October 25, 2023, together with all conditions and restrictions imposed in connection therewith.
"Casualty" shall have the meaning ascribed to such term in the Senior Loan Agreement.
"Completion" or "Completion of the Improvements" means the satisfaction of each and all of the following conditions: (i) construction of the Improvements has been completed substantially in accordance with the Approved Plans (with such immaterial deviations as may be approved or accepted by Agent in writing), including completion of all building systems, common areas, lobbies, elevators, life safety systems, and all other components necessary for the lawful occupancy of the Improvements; (ii) a temporary certificate of occupancy ("TCO") or a permanent certificate of occupancy has been issued by the New York City Department of Buildings for the Improvements (or for such portions thereof as are required under the Senior Loan Agreement) authorizing the lawful occupancy and use of the Improvements for their intended purposes; (iii) the Inspecting Architect has delivered to Agent a certificate confirming that the Improvements have been substantially completed in accordance with the Approved Plans and that all major building systems are operational; (iv) all conditions required for the Improvements to be open and available for occupancy by tenants under existing and prospective leases have been satisfied, including the completion of all tenant common areas and base building work; (v) all punch-list items have been identified in a written list approved by the Inspecting Architect and Agent and are scheduled for completion within sixty (60) days after the date of such identification, with a holdback or escrow in an amount reasonably determined by Agent (but not less than 150% of the estimated cost to complete such punch-list items) having been established to ensure completion thereof; and (vi) no mechanic's liens, materialmen's liens, stop notices, or similar encumbrances have been filed or are outstanding against the Property in connection with the construction of the Improvements (or, if any such liens have been filed, the same have been discharged of record, bonded over to Agent's reasonable satisfaction, or otherwise removed as an encumbrance on the Property in accordance with Section 2.4 hereof).
"Completion Date" means December 15, 2027 (which is the projected date of substantial completion of the Improvements under the GMP Contract and the Approved Plans), as such date may be extended day-for-day for Permitted Delays in accordance with this Guaranty; provided, however, that in no event shall the Completion Date, as so extended, be later than the Outside Completion Date.
"Completion Obligations" means the obligations of Guarantor set forth in Article 2 hereof, including the obligation to cause the timely, Lien-Free Completion of the Improvements and the payment of all Cost Overruns.
"Completion Termination Date" shall have the meaning ascribed to such term in Section 9.1 hereof.
"Contractor Default" means any material breach, default, termination event, or insolvency (including the filing of a petition in bankruptcy, the appointment of a receiver, or the making of an assignment for the benefit of creditors) of or by General Contractor under or with respect to the GMP Contract.
"Cost Overrun" means any and all costs and expenses of construction of the Improvements that exceed the amounts allocated for such costs and expenses in the Approved Budget (whether arising from change orders, unforeseen conditions, increases in the cost of labor or materials, or otherwise), including any costs arising from the replacement of General Contractor following a Contractor Default.
"Environmental Laws" shall have the meaning ascribed to such term in the Senior Loan Agreement.
"Event of Default" means, when used with respect to this Guaranty, each of the events described in Section 7.1 hereof, and, when used with respect to the Senior Loan Agreement, shall have the meaning ascribed to such term in the Senior Loan Agreement.
"First TCO Date" means the projected date for issuance of the initial temporary certificate of occupancy for the Improvements, which is March 15, 2028.
"Force Majeure" or "Permitted Delay" means a delay in the construction of the Improvements caused by any of the following events, to the extent that such event is beyond the reasonable control of Guarantor, Borrower, and General Contractor and could not have been avoided or mitigated through the exercise of commercially reasonable efforts: (a) strikes, lockouts, or other labor disputes (other than those arising from the acts or omissions of Guarantor, Borrower, or General Contractor); (b) acts of God, including earthquakes, floods, hurricanes, tornadoes, and other natural disasters; (c) war, armed conflict, invasion, military action, terrorism, or civil unrest; (d) epidemics, pandemics, or quarantine restrictions imposed by governmental authority; (e) governmental orders, directives, moratoria, or embargoes that prevent or materially delay construction; (f) casualties or condemnation affecting the Property; (g) inability to obtain materials or supplies due to industry-wide shortages not caused by Guarantor's failure to order timely; and (h) other similar events beyond the reasonable control of Guarantor, Borrower, and General Contractor. Notwithstanding the foregoing, the following shall not constitute Force Majeure or Permitted Delay events: (i) the financial inability of Guarantor, Borrower, General Contractor, or any subcontractor to perform their respective obligations; (ii) changes in market conditions, including changes in the cost of labor, materials, or equipment (except to the extent arising from an event otherwise constituting Force Majeure); (iii) the negligence or willful misconduct of Guarantor, Borrower, or their respective agents, contractors, or employees; and (iv) the failure of General Contractor or any subcontractor or material supplier to perform its obligations absent a Force Majeure event independently and directly affecting such General Contractor, subcontractor, or material supplier. The maximum aggregate extension of the Completion Date by reason of Permitted Delays shall not exceed one hundred eighty (180) days. Guarantor shall provide Agent with written notice of any Permitted Delay within ten (10) business days after the commencement thereof, together with a detailed description of the event, its expected duration, and Guarantor's plan for mitigation.
"GMP Contract" means that certain Guaranteed Maximum Price Construction Contract dated as of June 15, 2025, designated as Contract No. CCG-HYW-2025-001, between Borrower and Cobalt Construction Group, Inc., providing for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Improvements, as the same may be amended, supplemented, or otherwise modified from time to time with the prior written consent of Agent.
"Guaranteed Obligations" means all obligations of Guarantor under this Guaranty, including the Completion Obligations, the Cost Overrun Obligations set forth in Section 2.3, the Lien-Free Guaranty set forth in Section 2.4, the monetary obligations set forth in Section 2.5, the indemnification obligations set forth in Article 10, and all other obligations, covenants, and agreements of Guarantor contained herein.
"Improvements" means the mixed-use development to be constructed on the Property in accordance with the Approved Plans, as more particularly described in Exhibit B attached hereto and made a part hereof.
"Indemnified Parties" shall have the meaning ascribed to such term in Section 10.1 hereof.
"Inspecting Architect" means the architect or engineer retained by Agent, at Borrower's expense, to inspect the progress of construction of the Improvements and to certify draw requests and construction milestones in connection with the disbursement of Loan proceeds, as identified in the Senior Loan Agreement.
"Lien-Free" means free and clear of all mechanic's liens, materialmen's liens, stop notices, lis pendens (related to construction claims), and similar encumbrances arising out of or in connection with the construction of the Improvements, excluding only Permitted Exceptions.
"Loan Documents" shall have the meaning ascribed to such term in the Senior Loan Agreement, and shall include this Guaranty.
"Losses" means any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, court costs, expert witness fees, and disbursements) suffered, incurred, or sustained by Agent, any Lender, or any Indemnified Party.
"Mezzanine Loan" means that certain mezzanine loan in the principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) made by Granite Peak Capital Partners, LP to HYW Mezzanine, secured by a pledge of equity interests in Borrower, as more particularly described in the Mezzanine Loan Agreement.
"MTDC Equity" means the equity contributions to be made by Guarantor (directly or through its subsidiaries) to Borrower in the aggregate amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00), as set forth in the Approved Budget and required under the Senior Loan Agreement.
"NYC Grant" means the NYC Transit Infrastructure Grant in the amount of Forty-Five Million and 00/100 Dollars ($45,000,000.00), awarded to Borrower by the City of New York in connection with the transit infrastructure improvements to be incorporated into the Improvements.
"Outside Completion Date" means June 15, 2028, which represents the latest date by which Completion of the Improvements must be achieved, regardless of any Permitted Delays, extensions, or other events. The Outside Completion Date shall not be subject to further extension for any reason.
"Permitted Exceptions" shall have the meaning ascribed to such term in the Senior Loan Agreement.
"Property" means the real property 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 Borough of Manhattan, City of New York, as more particularly described in Exhibit A attached hereto.
"Senior Loan Agreement" means the Building Loan Agreement dated as of June 15, 2025, among Borrower, the Lenders, and Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Shortfall Amount" shall have the meaning ascribed to such term in Section 2.3 hereof.
Capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Senior Loan Agreement. All references herein to sections, articles, exhibits, and schedules are to sections, articles, exhibits, and schedules of and to this Guaranty unless otherwise specified. The rules of construction and interpretation set forth in Section 1.2 of the Senior Loan Agreement are hereby incorporated by reference and shall apply to this Guaranty, mutatis mutandis.
ARTICLE 2 — COMPLETION GUARANTY
Section 2.1 — Guaranty of Completion
Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Agent, for the ratable benefit of the Lenders, that Completion of the Improvements shall occur on or before the Completion Date (as the same may be extended for Permitted Delays in accordance with the terms hereof, but in no event later than the Outside Completion Date of June 15, 2028) in accordance with the Approved Plans, the Approved Budget, and all applicable laws, rules, regulations, codes, and ordinances, including the New York City Building Code (Title 28 of the Administrative Code of the City of New York), the New York City Zoning Resolution, and all conditions and restrictions imposed in connection with the zoning approvals obtained under ULURP Application No. C 230415 ZSM (CPC approval September 12, 2023; City Council approval October 25, 2023).
Without limiting the generality of the foregoing, Guarantor guarantees that:
(a) The Improvements shall be constructed substantially in accordance with the Approved Plans and the construction milestones set forth in Exhibit D hereto;
(b) A temporary certificate of occupancy or permanent certificate of occupancy shall be obtained from the New York City Department of Buildings for the Improvements on or before the First TCO Date (as such date may be extended for Permitted Delays, but not beyond the Outside Completion Date);
(c) Completion shall be achieved Lien-Free, in accordance with Section 2.4 hereof;
(d) All punch-list items shall be identified, scheduled, and completed within sixty (60) days following substantial completion; and
(e) All conditions precedent to the availability of the Improvements for occupancy by tenants shall have been satisfied.
This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Agent shall not be required to proceed against Borrower, any collateral, or any other person or entity before enforcing this Guaranty against Guarantor.
Section 2.2 — Performance Obligations
(a) If at any time during the construction of the Improvements it reasonably appears to Agent (based upon reports from the Inspecting Architect, construction consultant reports, or other information available to Agent) that Completion of the Improvements will not occur by the Completion Date (as extended for Permitted Delays), Guarantor shall promptly, and in any event within ten (10) business days after receipt of written notice from Agent (or, if earlier, within ten (10) business days after Guarantor becomes aware of the circumstances giving rise to such determination):
(i) take all actions necessary or appropriate to cause Completion of the Improvements to occur by the Completion Date (as extended for Permitted Delays), including providing additional funds, engaging additional or replacement contractors, subcontractors, architects, or engineers, accelerating construction schedules, authorizing overtime or shift work, and taking such other actions as may be necessary or appropriate;
(ii) deliver to Agent a written notice describing in reasonable detail the cause of the anticipated delay, the expected duration thereof, and Guarantor's proposed remediation plan (including a revised construction schedule, budget revisions, and staffing plans) to achieve Completion by the Completion Date (as extended for Permitted Delays); and
(iii) thereafter diligently prosecute such remediation plan to completion, and provide Agent with periodic progress reports (no less frequently than bi-weekly) until such time as Agent is reasonably satisfied that Completion will be achieved by the Completion Date (as extended for Permitted Delays).
(b) Upon the occurrence of a Contractor Default, Guarantor shall have the right (and, if requested by Agent, the obligation) to terminate the GMP Contract and replace General Contractor with a substitute general contractor reasonably approved by Agent (such approval not to be unreasonably withheld, conditioned, or delayed), on terms and conditions reasonably acceptable to Agent; provided, however, that (i) Guarantor shall bear all incremental costs arising from such replacement (including any mobilization costs, re-procurement costs, and increased construction costs), and such incremental costs shall be deemed Cost Overruns, (ii) the Completion Date (as extended for Permitted Delays) shall not be further extended by reason of such replacement (it being understood that any delay caused by a Contractor Default shall not constitute a Permitted Delay unless such Contractor Default is itself caused by a Force Majeure event directly affecting General Contractor), and (iii) the replacement general contractor shall enter into a guaranteed maximum price contract (or other form of construction contract reasonably acceptable to Agent) on terms no less favorable to Borrower than the GMP Contract.
(c) Guarantor shall cause Borrower to comply with all construction-related obligations under the Senior Loan Agreement, the GMP Contract, and all permits, approvals, and governmental authorizations relating to the construction of the Improvements, including the obligation to maintain the construction schedule, satisfy disbursement conditions, deliver monthly construction progress reports, and maintain all required insurance coverages.
Section 2.3 — Cost Overrun Guaranty
(a) Guarantor hereby unconditionally and irrevocably guarantees the payment of all costs of construction of the Improvements in excess of the amounts allocated for such costs in the Approved Budget (each such excess, a "Cost Overrun"). Guarantor's obligation to fund Cost Overruns shall be absolute and unconditional and shall not be limited by the amount of the Loan, the Mezzanine Loan, the MTDC Equity, the NYC Grant, or any other source of funds.
(b) If at any time Agent determines (based upon reports from the Inspecting Architect, the construction consultant retained by Agent, or Agent's own analysis) that the estimated cost to complete the Improvements (the "Cost-to-Complete") exceeds the sum of (i) the undisbursed portion of the Loan proceeds, (ii) the undisbursed portion of the Mezzanine Loan proceeds, (iii) the remaining uncontributed portion of the MTDC Equity, and (iv) the remaining undisbursed portion of the NYC Grant (collectively, the "Available Funds"), Agent shall deliver written notice to Guarantor specifying the amount of such excess (the "Shortfall Amount"). Within fifteen (15) business days after Guarantor's receipt of such written notice, Guarantor shall deposit the Shortfall Amount (in immediately available funds) into Borrower's construction disbursement account maintained with Agent (the "Construction Account"), in accordance with the disbursement procedures set forth in the Senior Loan Agreement.
(c) The Shortfall Amount deposited by Guarantor shall be applied to the costs of construction of the Improvements prior to any further disbursement of Loan proceeds. All disbursements of Shortfall Amounts shall be subject to the same disbursement conditions and procedures applicable to Loan proceeds under the Senior Loan Agreement (including the delivery of lien waivers, title date-down endorsements, and Inspecting Architect certifications), except to the extent otherwise agreed by Agent in writing.
(d) No Cost Overrun funding by Guarantor pursuant to this Section 2.3 shall (i) increase the principal amount of the Loan, (ii) entitle Guarantor to any reimbursement or repayment from Loan proceeds, Mezzanine Loan proceeds, or the NYC Grant, (iii) give rise to any claim by Guarantor against Agent or any Lender, or (iv) create or be deemed to create any lien, security interest, or encumbrance on the Property in favor of Guarantor. Guarantor acknowledges and agrees that all Cost Overrun deposits shall constitute additional equity contributions to Borrower and shall be subordinate in all respects to the Loan, the Mezzanine Loan, and the NYC Grant.
Section 2.4 — Lien-Free Guaranty
(a) Guarantor hereby guarantees that all construction of the Improvements shall be completed Lien-Free. Guarantor shall cause Borrower, General Contractor, and all subcontractors, materialmen, and suppliers to comply with all applicable lien laws and to deliver all lien waivers, releases, and other documentation required under the Senior Loan Agreement and the GMP Contract.
(b) If any mechanic's lien, materialman's lien, stop notice, or similar encumbrance is filed against the Property in connection with the construction of the Improvements (whether filed by General Contractor, any subcontractor, any materialman, any supplier, or any other person), Guarantor shall, within thirty (30) days after Guarantor receives notice of the filing of such lien (or within ten (10) business days after Guarantor receives notice that a foreclosure action has been commenced with respect to such lien), cause such lien to be:
(i) discharged and released of record by payment, satisfaction, or otherwise;
(ii) bonded over to Agent's reasonable satisfaction by the filing of a surety bond issued by a surety company rated at least "A–" (or its equivalent) by a nationally recognized rating agency, in form and substance reasonably satisfactory to Agent, in an amount equal to at least 150% of the amount claimed in such lien; or
(iii) otherwise removed as an encumbrance on the Property to Agent's reasonable satisfaction, including by order of a court of competent jurisdiction or by the deposit of funds into court in accordance with applicable law.
(c) If Guarantor fails to discharge, bond, or remove any such lien within the applicable cure period set forth in subsection (b) above, Agent may (but shall not be obligated to) take such action as Agent deems appropriate to discharge, bond, or remove such lien, including the payment of the amount claimed therein, the procurement of a bond, or the commencement of legal proceedings. Guarantor shall reimburse Agent, upon demand, for all costs and expenses incurred by Agent in connection therewith, including reasonable attorneys' fees and disbursements, together with interest thereon at the default rate specified in the Senior Loan Agreement from the date such costs are incurred until the date of reimbursement.
Section 2.5 — Monetary Obligations upon Failure to Complete
(a) If Completion of the Improvements does not occur on or before the Outside Completion Date (June 15, 2028), then, without limiting any other rights or remedies available to Agent under this Guaranty, the Senior Loan Agreement, or applicable law, Guarantor shall, upon Agent's written demand, pay to Agent a sum equal to all costs reasonably estimated by Agent to be necessary to achieve Completion of the Improvements in accordance with the Approved Plans (including the cost of engaging replacement contractors, consultants, and professionals, the cost of materials, permit fees, inspection costs, and any additional financing costs), as determined by Agent in its reasonable judgment after consultation with the Inspecting Architect or Agent's construction consultant.
(b) In the alternative and at Agent's sole election, Agent may demand payment from Guarantor of the Guaranteed Obligations in an amount equal to the entire then-outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, all applicable prepayment premiums, exit fees, late charges, and default interest, and all other amounts then due and payable under the Loan Documents (including amounts due under the Environmental Indemnity Agreement and any other indemnity or guaranty delivered in connection with the Loan). Guarantor shall pay such amount to Agent within ten (10) business days of receipt of Agent's written demand therefor, in immediately available funds, without setoff, deduction, counterclaim, or defense.
(c) The rights of Agent under this Section 2.5 are in addition to, and not in limitation of, all other rights and remedies available to Agent under this Guaranty, the Senior Loan Agreement, the Mortgage, or any other Loan Document, or at law or in equity. Agent's exercise of its rights under subsection (a) or (b) of this Section shall not preclude Agent from subsequently exercising its rights under the other subsection or from pursuing any other available remedy.
ARTICLE 3 — NATURE OF GUARANTY
Section 3.1 — Absolute and Unconditional
The obligations of Guarantor under this Guaranty are absolute, unconditional, irrevocable, and continuing, regardless of: (a) the validity, regularity, legality, or enforceability of the Loan, the Loan Documents, or any other guaranty or security furnished in connection therewith; (b) the absence of any action to enforce the same; (c) any waiver or consent by Agent with respect to any provision of the Loan Documents; (d) the recovery of any judgment against Borrower or any other person or any action to enforce the same; (e) the release or exchange of any collateral; (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or similar proceeding involving Borrower, Guarantor, or any other person; or (g) any other circumstance that might otherwise constitute a legal or equitable defense or discharge of Guarantor's obligations hereunder.
Guarantor's obligations hereunder are independent of and in addition to Borrower's obligations under the Loan Documents. Agent may proceed directly against Guarantor under this Guaranty without first pursuing any remedies against Borrower, the Property, any other collateral, or any other person or entity. A separate action or actions may be brought against Guarantor whether or not any action is brought against Borrower or any other person, and whether or not Borrower is joined in any such action or actions.
Section 3.2 — Guaranty of Payment and Performance
This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Agent shall not be required to (a) exhaust any right or remedy against Borrower or any other person, (b) proceed against or exhaust any security or collateral held by Agent, (c) pursue any other remedy available to Agent, or (d) file any claim in any bankruptcy proceeding of Borrower or any other person, before proceeding against Guarantor under this Guaranty. Guarantor agrees that Agent may enforce this Guaranty in accordance with its terms, notwithstanding any other security or guaranty that may be available to Agent.
Section 3.3 — Continuing Guaranty
This Guaranty is a continuing guaranty and shall remain in full force and effect from the date hereof until the Completion Termination Date (as defined in Section 9.1 hereof). Guarantor's obligations hereunder shall not be affected or diminished by any intermediate payment or discharge, in whole or in part, of any of the Guaranteed Obligations. This Guaranty shall be binding upon Guarantor and its successors and assigns, and shall inure to the benefit of Agent, the Lenders, and their respective successors, endorsees, transferees, and assigns.
Section 3.4 — Reinstatement
If any payment received by Agent from or on behalf of Guarantor under this Guaranty is thereafter rescinded, avoided, or must be returned or restored by Agent (whether in connection with any bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance or transfer proceeding, or otherwise), Guarantor's obligations hereunder with respect to such payment shall be reinstated and deemed to have continued in existence as though such payment had not been made. This provision shall survive the termination of this Guaranty and shall remain enforceable notwithstanding any prior release of Guarantor.
ARTICLE 4 — WAIVERS BY GUARANTOR
Section 4.1 — General Waivers
Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:
(a) notice of acceptance of this Guaranty by Agent or any Lender;
(b) presentment, demand, protest, and notice of dishonor with respect to any of the Guaranteed Obligations;
(c) notice of any amendment, modification, supplement, renewal, extension, or restructuring of the Loan Documents or any other agreement relating to the Loan;
(d) notice of any default or event of default by Borrower under the Loan Documents or by any other person under any guaranty or other agreement;
(e) any requirement that Agent mitigate damages or take any action to reduce, collect, or enforce any of the Guaranteed Obligations;
(f) any right to require Agent to (i) proceed against Borrower or any other person, (ii) proceed against or exhaust any collateral or security held by Agent, or (iii) pursue any other remedy available to Agent before proceeding against Guarantor under this Guaranty;
(g) all defenses based on suretyship, impairment of collateral, or any similar theory, including any defense arising under Article 3 of the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction;
(h) any defense arising by reason of any disability or other defense of Borrower or any other person, or by reason of the cessation from any cause whatsoever of the liability of Borrower other than the satisfaction in full of all Guaranteed Obligations;
(i) any defense based upon Agent's election of any remedy against Guarantor, Borrower, or any other person, or any election by Agent in any bankruptcy proceeding of Borrower for the application of Section 1111(b)(2) of the United States Bankruptcy Code;
(j) any defense based upon an election of remedies by Agent, including any election that destroys or impairs any right of subrogation, reimbursement, or contribution that Guarantor might otherwise have; and
(k) the benefit of any statute of limitations affecting Guarantor's liability under this Guaranty or the enforcement thereof, to the extent permitted by applicable law.
Section 4.2 — Waiver of Subrogation
Until the Completion Termination Date, Guarantor hereby waives and agrees not to exercise or assert any right of subrogation, reimbursement, exoneration, contribution, or indemnity against Borrower, HYW Mezzanine, or any other person, and any right to enforce any remedy that Agent now has or may hereafter have against Borrower or any other person, and any right to participate in any security now or hereafter held by Agent for the Loan or any of the Guaranteed Obligations. Guarantor further waives any benefit of, and any right to participate in, any collateral or security now or hereafter held by Agent for the Loan. Guarantor agrees that, until the Completion Termination Date, Guarantor shall not file any claim, proof of claim, or other instrument in any bankruptcy, insolvency, or similar proceeding of Borrower or any other person seeking payment on account of subrogation, contribution, reimbursement, or similar rights.
Section 4.3 — Waivers under Illinois and New York Law
Without limiting the generality of the foregoing waivers, Guarantor specifically waives, to the fullest extent permitted by applicable law:
(a) any and all rights and defenses available to Guarantor under the laws of the State of Illinois (the jurisdiction of Guarantor's organization), including any anti-deficiency protections, one-action rules, fair-value limitations, and similar statutory protections that might otherwise limit or impair the enforceability of this Guaranty or the ability of Agent to enforce this Guaranty in accordance with its terms;
(b) any and all rights and defenses available to Guarantor under the laws of the State of New York (the governing law of this Guaranty), including any anti-deficiency protections, one-action rules, fair-value limitations, and similar statutory protections that might otherwise limit or impair the enforceability of this Guaranty; and
(c) any defense arising by reason of any law of the State of Illinois or the State of New York that provides that the obligation of a surety or guarantor must be neither larger in amount nor in other respects more burdensome than that of the principal obligor.
Guarantor acknowledges that the foregoing waivers are made knowingly, voluntarily, and with the advice of counsel, and that Guarantor has been advised by its counsel as to the legal effect and consequences of each such waiver.
Section 4.4 — No marshaling
Agent shall not be required to marshal any assets or collateral, or to resort to any particular security, collateral, or source of repayment in any particular order or manner. Guarantor hereby waives any and all rights to require Agent to marshal assets or collateral, and any right to direct the order or manner in which Agent shall seek to enforce its remedies or to collect any amounts due hereunder.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby represents and warrants to Agent and the Lenders as follows, as of the date hereof (and, where indicated, on a continuing basis throughout the term of this Guaranty):
Section 5.1 — Status and Authority
(a) Guarantor is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois, and has all requisite corporate, governmental, and legislative power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by this Guaranty.
(b) Guarantor has all requisite power and authority (including all corporate, legislative, and governmental authority necessary under its enabling legislation) to execute, deliver, and perform its obligations under this Guaranty. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action, including a resolution of the Board of Directors of MTDC, chaired by Margaret Kowalski, duly adopted at a meeting at which a quorum was present (or by unanimous written consent) on or prior to the date hereof, and no further approval, consent, authorization, or filing (governmental or otherwise) is required for Guarantor to execute and deliver this Guaranty or to perform its obligations hereunder.
(c) The person or persons executing this Guaranty on behalf of Guarantor have been duly authorized to do so.
Section 5.2 — Enforceability
(a) 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 applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law).
(b) Guarantor hereby represents, warrants, and covenants that it has irrevocably waived, and will not assert, claim, or interpose, any defense based on sovereign immunity, governmental immunity, or any similar doctrine (including immunity from suit, immunity from service of process, immunity from jurisdiction of any court, and immunity from execution of a judgment) in connection with any action, proceeding, or claim arising out of or relating to this Guaranty, the Loan Documents, or the transactions contemplated hereby or thereby. Guarantor acknowledges that this waiver is a material inducement to Agent and the Lenders to enter into the Senior Loan Agreement and make the Loan.
Section 5.3 — No Conflicts
The execution, delivery, and performance by Guarantor of this Guaranty, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with or violate Guarantor's enabling legislation, charter, bylaws, or other organizational documents, (b) conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under any material contract, agreement, indenture, lease, license, or instrument to which Guarantor is a party or by which Guarantor or any of its properties or assets may be bound, (c) result in the creation or imposition of any lien, charge, or encumbrance on any property or asset of Guarantor (other than the liens created by the Loan Documents), or (d) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect and applicable to Guarantor.
Section 5.4 — Financial Condition
(a) Guarantor's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "FY2024 Financial Statements"), audited by Whitfield Albrecht & Co. LLP (engagement partner: Sandra Okonkwo, CPA), copies of which have been delivered to Agent prior to the date hereof, have been prepared in accordance with generally accepted accounting principles applicable to governmental entities (GASB standards) consistently applied throughout the periods covered thereby, and fairly present in all material respects the financial position of Guarantor as of December 31, 2024, and the results of its operations and changes in net assets for the fiscal year then ended.
(b) As reflected in the FY2024 Financial Statements: (i) Guarantor had total operating revenue of One Billion One Hundred Twenty Million and 00/100 Dollars ($1,120,000,000.00); (ii) Guarantor had net assets (total assets less total liabilities) of Three Billion Seven Hundred Million and 00/100 Dollars ($3,700,000,000.00); and (iii) Guarantor's real estate portfolio had an aggregate fair market value of approximately Four Billion Eight Hundred Million and 00/100 Dollars ($4,800,000,000.00), consisting of properties located across eleven (11) states.
(c) Guarantor has a credit rating of A– from Pinnacle Ratings Group (Identifier: PRG-MTDC-A-2024-1187), which rating is current as of the date hereof and has not been placed on credit watch or negative outlook.
(d) Since December 31, 2024, no material adverse change has occurred in the financial condition, business, operations, assets, or prospects of Guarantor that could reasonably be expected to impair Guarantor's ability to perform its obligations under this Guaranty.
Section 5.5 — Litigation
There is no litigation, arbitration, governmental investigation, or other proceeding pending or, to Guarantor's knowledge, threatened against Guarantor or any of its subsidiaries before any court, arbitral tribunal, or governmental authority that (a) involves a claim in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000.00), (b) seeks injunctive or other equitable relief that could materially interfere with Guarantor's business or operations, or (c) could otherwise reasonably be expected to have a material adverse effect on Guarantor's financial condition or ability to perform under this Guaranty.
Section 5.6 — No Bankruptcy
No proceeding under any bankruptcy, insolvency, reorganization, receivership, dissolution, liquidation, or similar law or statute of any jurisdiction has been filed by or against Guarantor or any of its subsidiaries, and Guarantor has not made an assignment for the benefit of creditors, consented to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, or admitted in writing its inability to pay its debts as they become due. Guarantor is solvent and, after giving effect to this Guaranty, will be solvent.
Section 5.7 — ERISA and Pension Compliance
To the extent that the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), is applicable to Guarantor, Guarantor is in compliance in all material respects with all applicable provisions of ERISA and the regulations thereunder. To the extent that ERISA is not applicable to Guarantor as a government instrumentality, Guarantor represents that it is in compliance in all material respects with all applicable federal, state, and local laws relating to its pension plans, benefit plans, and retirement systems (including the Illinois Pension Code, 40 ILCS 5/1-101 et seq.), and that no condition exists that would give rise to a material unfunded liability under any such plan or system that could reasonably be expected to have a material adverse effect on Guarantor's financial condition or ability to perform under this Guaranty.
Section 5.8 — Sanctions and Anti-Corruption
(a) Neither Guarantor nor any of its subsidiaries, directors, officers, or employees is a person or entity ("Sanctioned Person") currently the subject or target of any sanctions administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United States Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant sanctions authority.
(b) Guarantor shall not, directly or indirectly, use any Loan proceeds or other funds made available in connection with the transactions contemplated by this Guaranty or the Loan Documents in any manner that would violate any applicable anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010) or any applicable anti-money-laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act).
ARTICLE 6 — COVENANTS OF GUARANTOR
Guarantor hereby covenants and agrees as follows, from the date hereof until the Completion Termination Date (and, with respect to surviving obligations, until the satisfaction in full of all such surviving obligations):
Section 6.1 — Financial Reporting
Guarantor shall deliver to Agent each of the following:
(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of Guarantor, the audited consolidated financial statements of Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles applicable to governmental entities (GASB standards) consistently applied, audited by a nationally recognized independent public accounting firm (which, as of the date hereof, is Whitfield Albrecht & Co. LLP), and accompanied by the unqualified opinion of such accounting firm.
(b) Quarterly Unaudited Financial Statements. Within sixty (60) days after the end of each fiscal quarter of Guarantor (other than the fourth fiscal quarter), the unaudited consolidated financial statements of Guarantor for such fiscal quarter, prepared in accordance with GASB standards consistently applied (subject to normal year-end audit adjustments), certified by Guarantor's Chief Financial Officer as fairly presenting the financial condition and results of operations of Guarantor as of the end of such quarter.
(c) Annual Compliance Certificate. Concurrently with the delivery of the annual audited financial statements, a compliance certificate (the "Compliance Certificate") signed by Guarantor's Chief Financial Officer, Priya Subramanian, or her successor in such capacity, certifying that (i) no material adverse change in the financial condition, business, operations, or assets of Guarantor has occurred since the date of the most recently delivered financial statements, (ii) Guarantor is in compliance with the financial covenants set forth in Sections 6.2, 6.3, and 6.4 hereof (together with reasonably detailed calculations demonstrating such compliance), and (iii) no default or Event of Default under this Guaranty has occurred and is continuing (or, if any such default or Event of Default has occurred, a description thereof and the steps being taken to cure the same).
Section 6.2 — Maintenance of Net Worth
Guarantor shall maintain, at all times, net assets (total assets less total liabilities, as determined in accordance with GASB standards) of not less than Two Billion Five Hundred Million and 00/100 Dollars ($2,500,000,000.00). Compliance with this covenant shall be tested annually based on Guarantor's audited consolidated financial statements delivered pursuant to Section 6.1(a).
Section 6.3 — Maintenance of Liquidity
Guarantor shall maintain, at all times, unencumbered liquid assets (consisting of cash, cash equivalents, and marketable securities not subject to any lien, pledge, security interest, or other encumbrance) of not less than One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00). Compliance with this covenant shall be tested quarterly based on Guarantor's financial statements delivered pursuant to Section 6.1(b) (and annually based on the audited financial statements delivered pursuant to Section 6.1(a)).
Section 6.4 — Maintenance of Credit Rating
Guarantor shall maintain a credit rating of not less than BBB (or its equivalent) from at least one nationally recognized rating agency. Guarantor shall promptly notify Agent in writing (and in any event within five (5) business days) of any downgrade, withdrawal, or suspension of Guarantor's credit rating by any rating agency, or of any placement of Guarantor's credit rating on credit watch with negative implications.
Section 6.5 — Notices
Guarantor shall promptly (and in any event within ten (10) business days) notify Agent in writing of:
(a) any event, occurrence, or condition that could reasonably be expected to have a material adverse effect on Guarantor's financial condition, business, operations, or assets, or on Guarantor's ability to perform its obligations under this Guaranty;
(b) the commencement of any litigation, arbitration, or governmental proceeding against Guarantor or any of its subsidiaries involving claims in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000.00), or seeking injunctive or other equitable relief that could materially interfere with Guarantor's business or operations;
(c) any downgrade, withdrawal, or suspension of Guarantor's credit rating by any rating agency, or any placement of Guarantor's credit rating on credit watch with negative implications;
(d) any change in Guarantor's organizational structure, enabling legislation, charter, or bylaws that could reasonably be expected to affect Guarantor's ability to perform its obligations under this Guaranty; and
(e) any event or circumstance constituting a Force Majeure event or otherwise resulting in a delay in the construction of the Improvements.
Section 6.6 — Compliance with Laws
Guarantor shall comply in all material respects with all applicable laws, rules, regulations, orders, and governmental requirements (including, without limitation, all applicable tax laws, environmental laws, employment laws, and governmental reporting requirements) to the extent that failure to so comply could reasonably be expected to have a material adverse effect on Guarantor's financial condition or ability to perform its obligations under this Guaranty.
Section 6.7 — No Transfer of Interest
Guarantor shall not sell, transfer, convey, assign, or otherwise dispose of all or substantially all of its assets, or merge with or consolidate into any other entity, without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Guarantor may consummate any such transaction without the prior written consent of Agent if all of the following conditions are satisfied:
(a) the surviving or acquiring entity (if other than Guarantor) shall have expressly assumed in writing all of Guarantor's obligations under this Guaranty pursuant to an assumption agreement in form and substance reasonably satisfactory to Agent;
(b) the surviving or acquiring entity (after giving effect to such transaction) shall have net assets at least equal to Guarantor's net assets as of the date of closing hereunder (as adjusted for any intervening changes reflected in audited financial statements delivered to Agent);
(c) no default or Event of Default under this Guaranty or the Senior Loan Agreement has occurred and is continuing at the time of such transaction or would result from the consummation thereof; and
(d) Guarantor shall have delivered to Agent, at least thirty (30) days prior to the consummation of such transaction, written notice thereof together with such financial information and documentation as Agent may reasonably request.
Section 6.8 — Construction Oversight
(a) Guarantor shall cause Borrower to comply with all construction-related obligations under the Senior Loan Agreement, including (i) the satisfaction of all conditions to the disbursement of Loan proceeds, (ii) the achievement of all construction milestones set forth in Exhibit D hereto and in the Senior Loan Agreement, (iii) the delivery of all monthly construction progress reports, draw requests, lien waivers, and other documentation required under the Senior Loan Agreement, and (iv) the maintenance of all required insurance coverages (including builder's risk insurance with a replacement cost coverage of not less than $500,000,000.00, issued by Fortis Indemnity Insurance Co. or another insurer reasonably acceptable to Agent).
(b) Guarantor shall ensure that Connor McBride (or a successor project director possessing comparable qualifications and experience, reasonably acceptable to Agent) is actively engaged in the day-to-day oversight and management of the construction of the Improvements throughout the construction period. If Connor McBride ceases to serve as project director for any reason, Guarantor shall notify Agent within five (5) business days and shall propose a replacement project director for Agent's approval within thirty (30) days.
ARTICLE 7 — EVENTS OF DEFAULT; REMEDIES
Section 7.1 — Events of Default under Guaranty
Each of the following shall constitute an Event of Default under this Guaranty (each, a "Guaranty Event of Default"):
(a) Payment Default. Failure of Guarantor to make any payment when due under this Guaranty (including any Shortfall Amount, any payment under Section 2.5, or any indemnification payment under Article 10) within five (5) business days after Agent's written demand therefor.
(b) Failure of Completion. Failure of Completion of the Improvements to occur on or before the Outside Completion Date (June 15, 2028).
(c) Lien Default. The filing of any mechanic's lien, materialman's lien, or stop notice against the Property in connection with the construction of the Improvements, which lien or stop notice is not discharged, bonded, or removed within the applicable cure period set forth in Section 2.4(b).
(d) Representation Default. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered to Agent in connection herewith shall prove to have been materially false, misleading, or incorrect when made or deemed made.
(e) Covenant Default. Failure of Guarantor to perform or observe any covenant or agreement contained in this Guaranty (other than a payment obligation, which is governed by clause (a) above), which failure continues unremedied for thirty (30) days after written notice thereof from Agent to Guarantor; provided, however, that if such failure is of a nature that is capable of cure but cannot reasonably be cured within such thirty (30) day period, and Guarantor has commenced to cure such failure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion, the cure period shall be extended for such additional period as may be reasonably necessary, but in no event beyond sixty (60) days after the date of Agent's initial notice.
(f) Net Worth Default. Guarantor's net assets fall below the minimum threshold of Two Billion Five Hundred Million and 00/100 Dollars ($2,500,000,000.00) as set forth in Section 6.2, and Guarantor fails to restore its net assets to at least such minimum level within sixty (60) days after Agent's written notice thereof.
(g) Credit Rating Default. Guarantor's credit rating falls below BBB– (or its equivalent) from all nationally recognized rating agencies then rating Guarantor.
(h) Insolvency Default. (i) Guarantor shall commence a voluntary case or other proceeding under any bankruptcy, insolvency, reorganization, receivership, dissolution, liquidation, or similar law, (ii) an involuntary case or proceeding shall be commenced against Guarantor under any such law and shall remain undismissed or unstayed for sixty (60) days, (iii) Guarantor shall make a general assignment for the benefit of creditors, (iv) Guarantor shall consent to the appointment of a receiver, trustee, custodian, or liquidator of all or a substantial part of its assets, or (v) Guarantor shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.
(i) Cross-Default. An Event of Default shall have occurred under the Senior Loan Agreement arising from a construction-related cause, including any default relating to the failure to satisfy construction milestones, the failure to maintain required insurance coverages, the unauthorized modification of the Approved Plans, or the failure to comply with disbursement conditions.
Section 7.2 — Remedies
Upon the occurrence and during the continuance of any Guaranty Event of Default, Agent may, at its option and without further notice to Guarantor (except as otherwise expressly required herein or by applicable law), exercise any or all of the following remedies:
(a) Acceleration. Declare all Guaranteed Obligations immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Guarantor.
(b) Specific Performance. Pursue specific performance of Guarantor's Completion Obligations and other non-monetary obligations under this Guaranty, it being acknowledged by Guarantor that Agent and the Lenders would suffer irreparable harm if Guarantor fails to perform its Completion Obligations, and that monetary damages alone would not be an adequate remedy.
(c) Other Legal and Equitable Remedies. Exercise any and all other rights and remedies available to Agent at law or in equity, including the right to seek injunctive relief, declaratory relief, and the recovery of damages (including consequential and incidental damages to the extent permitted by applicable law).
(d) Remedies under Loan Documents. Pursue any and all remedies available to Agent under the Senior Loan Agreement, the Mortgage, or any other Loan Document, including foreclosure of the Mortgage, appointment of a receiver, or exercise of any other remedy available under the Loan Documents.
All remedies of Agent under this Guaranty are cumulative and not exclusive, and may be exercised individually or concurrently. No failure or delay by Agent in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any r

COMPLETION GUARANTY

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