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

consolidated-mortgage-assignment-security-agreement.docx DOCUMENT Real Estate

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RECORDING COVER PAGE

Instrument Title: Consolidated Mortgage, Assignment of Leases and Rents, and Security Agreement

Prepared by and upon recording return to:

Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022

Attention: Harrison Whitmore, Esq.

County: New York (Manhattan)

Block: 729

Lots: 1, 5, 12, 15

Property Address: 450 West 34th Street, New York, New York 10001

Mortgagor: Hudson Yards West Mortgage LLC, a Delaware limited liability company

Mortgagee: Ironclad National Bank, N.A., a national banking association, as Administrative Agent for itself and the Lenders party to the Loan Agreement referenced herein

Principal Debt Amount: $475,000,000.00

Maximum Principal Indebtedness for Recording Tax Purposes: $475,000,000.00

Cross-Reference: Ground Lease recorded at CRFN 2020000198762 (NYC ACRIS)

This instrument covers real property situated in the County of New York, City and State of New York.

This instrument also constitutes a UCC Fixture Filing pursuant to Section 9-502 of the New York Uniform Commercial Code.

SPACE ABOVE AND BELOW THIS LINE FOR RECORDING STAMPS, ACRIS COVER PAGE ATTACHMENT, RPT-4017 FILING REFERENCE, AND NYC MORTGAGE RECORDING TAX CERTIFICATION

RPT-4017 Reference: Filed herewith.

TP-584 Reference: Filed herewith to the extent required.

NYC Mortgage Recording Tax Certification: The mortgage recording tax due in connection with the recording of this instrument has been computed and paid in accordance with NYC Administrative Code § 11-2001 et seq. and NYS Tax Law § 253.

CONSOLIDATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

Dated as of June 15, 2025

Made by

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, having an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 (hereinafter referred to as "Mortgagor"),

to and in favor of

IRONCLAD NATIONAL BANK, N.A., a national banking association, having an address at 277 Park Avenue, New York, New York 10172, in its capacity as Administrative Agent for itself and the other Lenders party to the Loan Agreement (as defined herein) (hereinafter referred to as "Mortgagee" or "Agent").

RECITALS

WHEREAS, Mortgagor is the owner of a leasehold estate in and to certain real property located at 450 West 34th Street, New York, New York 10001 (Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15), together with any fee interest therein, as more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), pursuant to that certain Ground Lease dated June 1, 2020, by and between NYC Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC" or "Metro Transit"), as ground lessee (as assigned to Mortgagor pursuant to one or more assignments of the ground lessee's interest), which Ground Lease was recorded in the Office of the City Register of the City of New York, New York County (Manhattan), at City Register File Number ("CRFN") 2020000198762 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Ground Lease"); and

WHEREAS, Mortgagor was formed as a single-purpose Delaware limited liability company for the express and sole purpose of owning the Mortgaged Property (as hereinafter defined) and constructing thereon a mixed-use transit-oriented development project (the "Project"), and Mortgagor's sole member is Hudson Yards West Mezzanine LLC ("HYW Mezzanine"), a Delaware limited liability company, whose sole member is MTDC, an Illinois government instrumentality, such that MTDC serves as the indirect owner and sponsor of Mortgagor; and

WHEREAS, Mortgagee, as Administrative Agent, together with Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Lenders"), have agreed to extend to Mortgagor a senior secured mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Loan") pursuant to that certain Senior Mortgage Loan Agreement dated as of the date hereof among Mortgagor, as borrower, Agent, and the Lenders (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"); and

WHEREAS, the Loan is evidenced by one or more promissory notes of even date herewith made by Mortgagor in favor of the Lenders in the aggregate original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Note"); and

WHEREAS, the Loan bears interest at a per annum rate equal to Term SOFR (as defined in the Loan Agreement, and subject to a floor of one percent (1.00%) per annum) plus four hundred twenty-five (425) basis points, and has an initial maturity date of June 15, 2029, subject to two (2) successive one-year extension options as more particularly set forth in the Loan Agreement; and

WHEREAS, Mortgagor has agreed to execute and deliver this Consolidated Mortgage, Assignment of Leases and Rents, and Security Agreement (this "Mortgage") to secure the Loan, the Note, and all other Secured Obligations (as hereinafter defined) of Mortgagor to Mortgagee and the Lenders arising under or in connection with the Loan Documents (as hereinafter defined); and

WHEREAS, this Mortgage is given to secure the payment and performance of all obligations secured hereby, and Mortgagor intends this Mortgage to constitute a valid first-priority mortgage lien and security interest encumbering the Mortgaged Property in favor of Mortgagee for the benefit of itself and the Lenders.

NOW, THEREFORE, in consideration of the making of the Loan by the Lenders, the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Mortgagor, Mortgagor hereby covenants and agrees with Mortgagee as follows:

GRANTING CLAUSES

GRANTING CLAUSE I — MORTGAGE LIEN

Mortgagor hereby mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, hypothecates, and sets over unto Mortgagee, and hereby grants to Mortgagee a first-priority lien on and security interest in, with power of sale (to the extent permitted by applicable law), all of the following described property, rights, and interests:

(a) The Land, together with all right, title, and interest of Mortgagor in and to the fee estate (if any) and the leasehold estate created by the Ground Lease in and to the Land, including all of Mortgagor's right, title, and interest in and to the Ground Lease and all of Mortgagor's rights and privileges as lessee thereunder;

(b) All buildings, structures, and improvements of every kind and description now or hereafter erected, placed, or situated on the Land, including but not limited to the mixed-use transit-oriented development project to be constructed thereon (collectively, the "Improvements"), and all building systems, components, and infrastructure forming part thereof;

(c) All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water rights, water courses, water and riparian rights, development rights, air rights, and transferable development rights now or hereafter appurtenant to or benefiting the Land or the Improvements, and all right, title, and interest of Mortgagor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of or adjoining the Land;

(d) All fixtures, equipment, machinery, appliances, building systems (including heating, ventilation, air conditioning, plumbing, mechanical, electrical, elevator, and fire suppression systems), and articles of personal property now or hereafter attached to, installed in, or used in connection with the Land or the Improvements, including all components thereof and all replacements, additions, and accessions thereto (collectively, the "Fixtures"), which Fixtures shall be deemed to be and remain a part of the real property for all purposes of this Mortgage;

(e) All right, title, and interest of Mortgagor in and to the Ground Lease, including, without limitation, the right to exercise all options, rights, privileges, and benefits of the lessee thereunder, and all amendments, supplements, modifications, extensions, and renewals thereof;

(f) All awards, damages, payments, and compensation heretofore or hereafter made by any governmental authority or other person for any taking by eminent domain, condemnation, or any transfer made in lieu thereof, of the whole or any part of the Land, the Improvements, or any appurtenances thereto;

(g) All proceeds and products of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, all insurance proceeds and condemnation awards;

(h) All right, title, and interest of Mortgagor in and to any streets, roads, alleys, or passages abutting the Land, whether now existing or hereafter created, and all right, title, and interest of Mortgagor in and to any award made for damage to the Land by reason of any change of grade of any such street, road, alley, or passage;

(i) All replacements, additions, substitutions, and accessions to any of the foregoing; and

(j) All of the foregoing are collectively referred to herein as the "Mortgaged Property."

GRANTING CLAUSE II — ASSIGNMENT OF LEASES AND RENTS

Mortgagor hereby absolutely and unconditionally assigns, transfers, conveys, and sets over to Mortgagee all of Mortgagor's right, title, and interest in, to, and under:

(a) All leases, subleases, licenses, concessions, occupancy agreements, and other agreements for the use or occupancy of all or any portion of the Mortgaged Property, whether now existing or hereafter entered into (collectively, the "Leases"), including, without limitation, all guarantees, security deposits, letters of credit, and other credit support delivered by tenants or licensees in connection therewith, and all amendments, renewals, extensions, and modifications thereof;

(b) All rents, income, receipts, revenues, issues, profits, royalties, and other benefits now or hereafter arising from the Mortgaged Property or the Leases (collectively, the "Rents"), including, without limitation, any and all minimum rents, base rents, fixed rents, percentage rents, additional rents, tax and operating expense escalation payments, parking revenues, license fees, common area maintenance charges, utility reimbursements, and all other sums of money or other consideration payable under the Leases or in connection with the use or occupancy of the Mortgaged Property; and

(c) All proceeds from the sale or other disposition of the lessor's interest under any Lease, and all claims and causes of action arising in connection with any Lease or the termination or rejection of any Lease in a bankruptcy or insolvency proceeding.

The foregoing assignment is intended to be, and shall be construed as, an absolute and present assignment and not merely the granting of a security interest, lien, or encumbrance. Notwithstanding the foregoing, Mortgagee hereby grants to Mortgagor a revocable license to collect, receive, and apply the Rents in accordance with the terms of this Mortgage, subject to the cash management provisions of the Loan Agreement and the Cash Management Agreement. The license so granted is revocable at the option of Mortgagee, and shall be automatically and immediately revoked, without the necessity of any notice or demand, upon the occurrence of an Event of Default (as hereinafter defined) or a Cash Sweep Trigger Event (as hereinafter defined), at which time Mortgagee may exercise all rights granted to it under Article VII of this Mortgage and the applicable provisions of the Loan Agreement. Any Rents collected by Mortgagor during the continuance of such license shall be held in trust for the benefit of Mortgagee and applied in accordance with the terms of this Mortgage and the Loan Agreement.

GRANTING CLAUSE III — SECURITY INTEREST IN PERSONAL PROPERTY

Mortgagor hereby grants to Mortgagee a continuing first-priority security interest under the Uniform Commercial Code as adopted in the State of New York (the "Code") in all personal property of Mortgagor, whether now owned or hereafter acquired, and wherever located, that is used or useful in connection with the ownership, operation, management, maintenance, or construction of the Mortgaged Property, including, without limitation:

(a) All Fixtures as described in Granting Clause I(d) above;

(b) All goods, inventory, equipment, building materials, supplies, and other tangible personal property now or hereafter located on or about the Mortgaged Property or used in connection therewith, including all furniture, furnishings, and trade fixtures;

(c) All accounts, chattel paper (whether tangible or electronic), instruments, general intangibles (including payment intangibles), letter-of-credit rights, commercial tort claims, and deposit accounts relating to or arising from the Mortgaged Property, including all bank accounts maintained by Mortgagor in connection with the ownership, operation, or construction of the Mortgaged Property;

(d) All licenses, permits, approvals, certificates of occupancy (whether temporary or permanent), variances, entitlements, governmental authorizations, architectural and engineering plans, specifications, drawings, designs, studies, reports, and contracts relating to the design, construction, or operation of the Mortgaged Property;

(e) All insurance policies and unearned premiums thereunder, and all proceeds thereof; all condemnation awards and proceeds;

(f) All construction contracts (including the GMP Contract), management agreements, service contracts, consulting agreements, and warranties relating to the Mortgaged Property, including all rights to receive performance thereunder;

(g) All books, records, files, correspondence, computer data, and other documents relating to the Mortgaged Property;

(h) All proceeds, products, offspring, rents, issues, profits, and returns of, from, or in respect of any and all of the foregoing, including all proceeds of any insurance, indemnity, warranty, or guaranty payable from time to time with respect to any of the foregoing; and

(i) The foregoing, collectively, together with the Mortgaged Property, the Leases, and the Rents, are referred to herein as the "Collateral."

This Mortgage shall constitute a "security agreement" within the meaning of the Code with respect to all personal property Collateral described herein, and Mortgagor hereby authorizes Mortgagee to file one or more UCC financing statements (and amendments and continuations thereof) with respect to such Collateral in all appropriate filing offices, including the Office of the City Register of the City of New York, New York County, and the Delaware Secretary of State. Mortgagor irrevocably authorizes Mortgagee to file such financing statements without the signature of Mortgagor to the extent permitted by applicable law.

TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein set forth.

PROVIDED, HOWEVER, that if all Secured Obligations shall have been indefeasibly paid and performed in full in accordance with the terms of the Loan Documents and the commitments of the Lenders under the Loan Agreement shall have been terminated, then Mortgagee shall, at the request and expense of Mortgagor, release and discharge this Mortgage of record by executing and delivering to Mortgagor such instruments of satisfaction, discharge, and reconveyance as may be necessary or appropriate to release the Mortgaged Property from the lien and security interest of this Mortgage, and shall reconvey the Mortgaged Property to the extent held by Mortgagee, in each case in form reasonably satisfactory for recording.

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

Capitalized terms used but not otherwise defined in this Mortgage shall have the respective meanings ascribed to such terms in the Loan Agreement. In addition to the terms defined elsewhere in this Mortgage, the following terms shall have the following meanings for all purposes of this Mortgage:

"Borrower Organizational Documents" means, collectively, the Certificate of Formation and the Limited Liability Company Operating Agreement of Mortgagor, the Certificate of Formation and the Limited Liability Company Operating Agreement of HYW Mezzanine, and all organizational and governance documents of MTDC relevant to its role as the indirect owner of Mortgagor and as guarantor under the Loan Documents, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Agreement.

"Cash Sweep Trigger Event" means the occurrence of any of the following: (a) the DSCR falling below 1.10 to 1.00 (i.e., 1.10x) on a trailing twelve (12) month basis, as determined in accordance with the Loan Agreement, or (b) the occurrence and continuance of an Event of Default. A Cash Sweep Trigger Event shall trigger a hard lockbox cash sweep under the Cash Management Agreement as set forth in the Loan Agreement.

"Code" means the Uniform Commercial Code as in effect from time to time in the State of New York.

"Construction Consultant" means the construction consulting firm designated by Mortgagee from time to time in its reasonable discretion, initially to be confirmed in writing by Mortgagee to Mortgagor.

"Debt" means all indebtedness evidenced by the Note, together with all other Secured Obligations.

"Default Rate" means a per annum rate of interest equal to Term SOFR (subject to the 1.00% floor) plus four hundred twenty-five (425) basis points plus four hundred (400) basis points (the default spread), as more particularly set forth in the Loan Agreement.

"DSCR" or "Debt Service Coverage Ratio" means the ratio of (a) Net Operating Income for the applicable period to (b) aggregate debt service on the Loan for such period (calculated as set forth in the Loan Agreement). The minimum combined DSCR covenant is 1.20 to 1.00 (i.e., 1.20x).

"Environmental Laws" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, as amended ("RCRA"), 42 U.S.C. § 6901 et seq.; the Clean Water Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the New York State Environmental Conservation Law; all regulations promulgated by the New York State Department of Environmental Conservation ("NYSDEC"); all regulations and requirements of the New York City Department of Environmental Protection ("NYC DEP"); and all other applicable federal, state, and local environmental statutes, regulations, ordinances, rules, and requirements, as the same may be amended, supplemented, or replaced from time to time.

"Event of Default" has the meaning set forth in Article XII hereof and, as applicable, in the Loan Agreement.

"GMP Contract" means that certain Guaranteed Maximum Price Contract No. CCG-HYW-2025-001, dated as of the date hereof, between Mortgagor, as owner, and Cobalt Construction Group, Inc., as general contractor, for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00), as the same may be amended, modified, or supplemented from time to time with the prior written consent of Mortgagee to the extent required by the Loan Agreement.

"Ground Lease" has the meaning set forth in the Recitals hereto, and refers to that certain Ground Lease recorded in the Office of the City Register of the City of New York, New York County, at CRFN 2020000198762, as the same may have been or may hereafter be amended, supplemented, or otherwise modified from time to time, together with all assignments thereof.

"Ground Rent" means the annual ground rent payable by Mortgagor (as assignee of the ground lessee's interest) to NYCEDC under the Ground Lease, currently in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum, subject to adjustment based on the Consumer Price Index escalation provisions of the Ground Lease at five (5) year intervals.

"Improvements" has the meaning set forth in Granting Clause I(b) hereof, and includes all buildings, structures, and other improvements now existing or hereafter erected, placed, or situated on the Land, including the Project.

"Loan Agreement" has the meaning set forth in the Recitals hereto.

"Loan Documents" means, collectively, the Loan Agreement, the Note, this Mortgage, the Assignment of Leases and Rents (to the extent a separate instrument is also recorded in addition to the assignment set forth herein), the Environmental Indemnity Agreement dated as of the date hereof, the Guaranty dated as of the date hereof, each Reserve Agreement, the Cash Management Agreement, and all other documents, instruments, agreements, and certificates now or hereafter executed and delivered by Mortgagor or any other person in connection with the Loan, as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time.

"Maturity Date" means (a) June 15, 2029 (the initial maturity date); (b) if the first extension option is duly exercised in accordance with the Loan Agreement, June 15, 2030 (the first extended maturity date); or (c) if the second extension option is duly exercised in accordance with the Loan Agreement, June 15, 2031 (the final extended maturity date), in each case subject to the satisfaction of all conditions to extension set forth in the Loan Agreement.

"Mezzanine Loan" means the mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) made by Granite Peak Capital Partners, LP, a Delaware limited partnership, to HYW Mezzanine, secured by a pledge of the membership interests in Mortgagor, as more particularly described in the Loan Agreement and the Intercreditor Agreement (as defined in the Loan Agreement).

"Mortgaged Property" has the meaning set forth in Granting Clause I(j) hereof.

"Net Operating Income" or "NOI" has the meaning set forth in the Loan Agreement. The projected stabilized NOI of the Mortgaged Property is Fifty-Eight Million Two Hundred Thousand and 00/100 Dollars ($58,200,000.00) per annum (Year 3 post-completion of the Project).

"Permitted Encumbrances" means those liens, encumbrances, exceptions, conditions, restrictions, reservations, easements, rights, and other matters set forth on Exhibit B attached hereto and approved in writing by Mortgagee.

"Permitted Transfer" has the meaning set forth in Section 10.2 hereof.

"Project" means the mixed-use transit-oriented development project to be designed, constructed, and completed on the Land in accordance with the approved plans and specifications and in compliance with all applicable laws, zoning approvals (including ULURP approvals), and the terms and conditions of the Loan Documents.

"Secured Obligations" means all present and future indebtedness, obligations, and liabilities of Mortgagor to Mortgagee and the Lenders arising under or in connection with any of the Loan Documents, whether now existing or hereafter arising, including, without limitation: (a) all principal of the Loan; (b) all interest (including interest at the Default Rate, to the extent applicable) accruing on the Loan; (c) all fees, including, without limitation, the origination fee in the amount of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00) and the exit fee equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of the Loan at payoff; (d) all late charges; (e) all prepayment premiums; (f) all indemnification obligations; (g) all costs, expenses, and disbursements (including reasonable attorneys' fees and expenses) incurred by Mortgagee in connection with the enforcement of any of the Loan Documents; and (h) all other sums, amounts, and obligations of whatever nature owed by Mortgagor under the Loan Documents.

"Title Policy" means the ALTA 2006 form lender's title insurance policy (or equivalent) to be issued by Sentinel Title & Escrow Company (Commitment No. STN-2025-MH-04178), insuring the lien of this Mortgage as a valid first-priority mortgage lien on the Mortgaged Property in the face amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), subject only to Permitted Encumbrances, together with such endorsements as Mortgagee may require.

"ULURP Approval" means, collectively, the land use approvals granted by the New York City City Planning Commission on September 12, 2023, and the New York City Council on October 25, 2023, pursuant to Application No. C 230415 ZSM, and all conditions, restrictions, and requirements set forth therein or arising in connection therewith.

Section 1.2 — Rules of Construction

In this Mortgage, unless the context otherwise requires or unless otherwise expressly provided herein:

(a) The singular includes the plural and vice versa, and words importing any gender include all genders.

(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(c) The words "herein," "hereof," "hereunder," "hereby," and similar words refer to this Mortgage as a whole and not to any particular article, section, or other subdivision hereof.

(d) References to articles, sections, subsections, clauses, exhibits, and schedules are, unless otherwise specified, references to the articles, sections, subsections, clauses, exhibits, and schedules of this Mortgage.

(e) Headings and captions are included for convenience of reference only and shall not be considered in interpreting the provisions of this Mortgage.

(f) References to any statute, law, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, regulation, or rule.

(g) References to any person or entity shall include such person's or entity's successors and permitted assigns.

(h) All references to real property terms (including, but not limited to, "mortgage," "lien," "foreclosure," "conveyance," and similar terms) shall be interpreted in accordance with the laws of the State of New York.

(i) To the extent that definitions of terms relating to personal property Collateral are not otherwise set forth herein, such terms shall have the meanings ascribed to them in the Code.

(j) The laws of the State of New York shall govern the interpretation of all real property terms and provisions of this Mortgage, without giving effect to any choice of law or conflict of laws provision that would cause the application of the laws of any other jurisdiction (but giving effect to General Obligations Law § 5-1401).

ARTICLE II — SECURED OBLIGATIONS

Section 2.1 — Obligations Secured

This Mortgage and the liens, security interests, and assignments granted hereby are given to secure the following (all of which are referred to herein as the "Secured Obligations"):

(a) The payment of the principal sum of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), together with interest thereon at a per annum rate equal to Term SOFR (subject to a floor of 1.00%) plus 425 basis points, and all other sums due under the Note, in accordance with the terms thereof;

(b) The payment of the origination fee of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00), the exit fee of twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of the Loan at payoff, all late charges, default interest (at the Default Rate), prepayment premiums (if any), and all other sums, fees, charges, and amounts payable under the Loan Agreement and the other Loan Documents;

(c) The due and punctual performance and observance of all covenants, agreements, obligations, and conditions of Mortgagor contained in this Mortgage, the Loan Agreement, the Note, and each of the other Loan Documents;

(d) The payment of all sums advanced or expended by Mortgagee pursuant to or in connection with this Mortgage or any other Loan Document to protect the Mortgaged Property, to preserve the lien of this Mortgage, or to cure any default by Mortgagor, including, without limitation, advances for the payment of real property taxes, assessments, Ground Rent, insurance premiums, and costs of enforcement, together with interest on all such sums at the Default Rate from the date of each such advance until repaid;

(e) The payment of all costs and expenses (including reasonable attorneys' fees and disbursements, court costs, appraisal fees, title charges, and other out-of-pocket expenses) incurred by Mortgagee in enforcing or attempting to enforce this Mortgage, the Note, or any of the other Loan Documents, or in protecting the Mortgaged Property or the lien of this Mortgage, whether or not any legal proceeding is commenced; and

(f) The payment and performance of all future advances, modifications, renewals, extensions, consolidations, and substitutions of or to any of the foregoing, however evidenced.

Section 2.2 — Revolving Nature of Secured Obligations; Future Advances

This Mortgage is intended to and shall secure future advances made by Mortgagee and the Lenders to or for the benefit of Mortgagor pursuant to the Loan Agreement and the other Loan Documents. The maximum principal amount of future advances secured by this Mortgage shall not exceed Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) in aggregate outstanding principal amount at any time. This Mortgage constitutes an "open-end" mortgage securing construction loan advances, and future advances made hereunder shall be secured by this Mortgage with the same priority and effect as if made on the date hereof, to the fullest extent permitted by Section 281 of the New York Real Property Law and any other applicable law. Construction draws and disbursements of Loan proceeds shall be advanced in accordance with the disbursement provisions set forth in the Loan Agreement, subject to the satisfaction of all conditions precedent to disbursement set forth therein.

Section 2.3 — Cross-Collateralization and Cross-Default

A default under or breach of any provision of the Loan Agreement, the Note, the Environmental Indemnity Agreement, the Guaranty, or any other Loan Document shall constitute an Event of Default hereunder. The lien of this Mortgage and all other security for the Secured Obligations are cross-collateralized and cross-defaulted, such that an Event of Default under any Loan Document shall entitle Mortgagee to exercise any and all remedies available to Mortgagee under this Mortgage and under each other Loan Document, all as more particularly set forth in Article XII and Article XIII hereof and in the Loan Agreement.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof, as follows:

Section 3.1 — Title

Mortgagor has good and marketable leasehold title to the Land pursuant to the Ground Lease, and, to the extent applicable, fee title or other interests in and to the Land. The Mortgaged Property is free and clear of all liens, charges, encumbrances, security interests, and other defects of title except for the Permitted Encumbrances set forth on Exhibit B attached hereto. Mortgagor has full power, authority, and legal right to mortgage, pledge, assign, and convey the Mortgaged Property as provided in this Mortgage and to grant the liens and security interests herein granted, and to execute and deliver this Mortgage. The execution and delivery of this Mortgage by Mortgagor, and the recording hereof, will create a valid and enforceable first-priority mortgage lien on the Mortgaged Property in favor of Mortgagee, subject only to Permitted Encumbrances.

Section 3.2 — Organization and Authority

Mortgagor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of New York. The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents have been duly authorized by all necessary action on the part of Mortgagor, HYW Mezzanine (as Mortgagor's sole member), and MTDC (as the sole member of HYW Mezzanine), as applicable. No other corporate, partnership, limited liability company, or other organizational action is required for the valid execution, delivery, and performance of this Mortgage. Mortgagor is a single-purpose entity formed and maintained in compliance with the SPE covenants set forth in Article XVII hereof and in the Loan Agreement and the Borrower Organizational Documents.

Section 3.3 — No Conflicts

The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of law, statute, rule, or regulation applicable to Mortgagor; (b) violate any order, writ, judgment, injunction, decree, determination, or award of any court or governmental authority binding on Mortgagor; (c) conflict with, result in a breach of, or constitute a default under any contract, agreement, indenture, mortgage, or other instrument to which Mortgagor is a party or by which Mortgagor or the Mortgaged Property is bound, including, without limitation, the Ground Lease; or (d) violate or conflict with the Borrower Organizational Documents.

Section 3.4 — Valid Lien

This Mortgage creates a valid and enforceable first-priority mortgage lien on the Mortgaged Property and a valid and enforceable first-priority security interest in all personal property described herein, subject in each case only to Permitted Encumbrances. Upon the recording of this Mortgage in the Office of the City Register of the City of New York, New York County (Manhattan), and the filing of UCC-1 financing statements in all appropriate filing offices (including the Office of the City Register, New York County, and the Delaware Secretary of State), Mortgagee will have a duly perfected first-priority lien on and security interest in the Mortgaged Property and all Collateral, subject only to Permitted Encumbrances.

Section 3.5 — Ground Lease Status

The Ground Lease is in full force and effect and has not been modified, amended, supplemented, or otherwise changed except as disclosed in writing to Mortgagee prior to the date hereof. No default or event that, with the giving of notice or the lapse of time, or both, would constitute a default exists under the Ground Lease on the part of Mortgagor (as assignee of the ground lessee's interest) or, to the best of Mortgagor's knowledge, on the part of NYCEDC (as ground lessor). All Ground Rent and other charges due and payable under the Ground Lease through the date hereof have been paid in full when due. All conditions precedent to the effectiveness of the Ground Lease have been satisfied. True, correct, and complete copies of the Ground Lease and all amendments, supplements, and assignments thereof have been delivered to Mortgagee prior to the date hereof.

Section 3.6 — Compliance with Law; Zoning

The Mortgaged Property and the intended use thereof comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property, including, without limitation, all applicable zoning, land use, building, fire, health, safety, and environmental laws and regulations. The Project has received all necessary land use approvals under the Uniform Land Use Review Procedure ("ULURP"), including the ULURP Approval (Application No. C 230415 ZSM; New York City City Planning Commission approval dated September 12, 2023; New York City Council approval dated October 25, 2023). Mortgagor has delivered to Mortgagee a zoning opinion letter prepared by Hargrove & Linden, P.C. (prepared by Raymond Cho, Esq.), dated April 15, 2025, confirming that the Mortgaged Property and the Project as designed comply with all applicable zoning requirements, as modified by the ULURP Approval.

Section 3.7 — Environmental Matters

Mortgagor has delivered to Mortgagee a Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337; Dr. Lena Kaur, Project Manager), dated March 20, 2025 (the "Phase I ESA"). The Phase I ESA identified no recognized environmental conditions ("RECs") requiring further investigation or remediation as of its effective date. To the best of Mortgagor's knowledge, the Mortgaged Property is not listed on any federal, state, or local hazardous waste site or contaminated site list, including, without limitation, the National Priorities List maintained by the United States Environmental Protection Agency, the NYSDEC Inactive Hazardous Waste Disposal Sites list, or the NYC DEP "E-designation" list. No hazardous materials (as defined in the Environmental Indemnity Agreement) have been released, stored, treated, or disposed of on, under, at, or from the Mortgaged Property in violation of any Environmental Law, except as disclosed in the Phase I ESA.

Section 3.8 — Taxes and Assessments

All real property taxes, assessments, water and sewer charges, and other governmental charges and impositions that are due and payable with respect to the Mortgaged Property have been paid in full. There are no pending or, to the best of Mortgagor's knowledge, threatened special assessments or other governmental charges against the Mortgaged Property. The Mortgaged Property is identified for tax purposes as Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15 in the records of the New York City Department of Finance.

Section 3.9 — Insurance

Mortgagor maintains in full force and effect all insurance coverages required by Article VI hereof and by the Loan Agreement. Without limiting the generality of the foregoing, Mortgagor has obtained builder's risk insurance coverage in an amount not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00) (replacement cost), currently provided by Fortis Indemnity Insurance Co. Such coverage was procured through Castleton Insurance Brokerage, Inc. (Brian Jessup, Account Executive). All policies of insurance maintained by Mortgagor name Mortgagee as mortgagee, loss payee, and additional insured, as required by this Mortgage. Certificates of insurance and, where applicable, certified copies of policies have been delivered to Mortgagee.

Section 3.10 — No Litigation

No material litigation, arbitration, or governmental proceeding (including, without limitation, any condemnation, environmental, or regulatory proceeding) is pending or, to the best of Mortgagor's knowledge, threatened against Mortgagor or the Mortgaged Property that could reasonably be expected to have a material adverse effect on the Mortgaged Property, the financial condition of Mortgagor, or Mortgagor's ability to perform its obligations under the Loan Documents.

Section 3.11 — Appraisal

Mortgagor has delivered to Mortgagee an appraisal of the Mortgaged Property (the "Appraisal") prepared by Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092; Marcus Tolliver, MAI, Senior Appraiser), dated April 1, 2025, prepared in accordance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the requirements of FIRREA. The Appraisal concludes that the "as-stabilized" appraised value of the Mortgaged Property is One Billion Twenty-Five Million and 00/100 Dollars ($1,025,000,000.00). Based on such appraised value, the Senior LTV (i.e., the ratio of the Loan to the appraised value) is approximately 46.34%.

Section 3.12 — Construction Contracts

Mortgagor has entered into the GMP Contract No. CCG-HYW-2025-001 with Cobalt Construction Group, Inc. (Frank DelVecchio, Chief Executive Officer), which provides for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Project. True, correct, and complete copies of the GMP Contract and all material construction contracts, subcontracts, and architect and engineering agreements relating to the Project have been delivered to Mortgagee. No material default exists under any such contract, and all such contracts are in full force and effect.

Section 3.13 — ERISA

Mortgagor is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code. The assets of Mortgagor do not constitute "plan assets" within the meaning of ERISA or the regulations promulgated thereunder by the United States Department of Labor. No prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code) will occur in connection with the transactions contemplated by the Loan Documents.

ARTICLE IV — COVENANTS RESPECTING THE MORTGAGED PROPERTY

Section 4.1 — Payment of Secured Obligations

Mortgagor shall punctually pay or cause to be paid all Secured Obligations when due, including, without limitation, all principal and interest on the Loan at the rates and times specified in the Note and the Loan Agreement (i.e., Term SOFR (floor 1.00%) plus 425 basis points per annum, or, if applicable, at the Default Rate), and all other sums, fees, charges, premiums, and expenses payable under the Loan Documents, in each case in the manner and at the times and places required by the Loan Documents.

Section 4.2 — Maintenance, Repair, and Restoration

Mortgagor shall at all times maintain the Mortgaged Property in good order, condition, and repair (ordinary wear and tear excepted) and in compliance with all applicable laws, regulations, and requirements, and shall promptly make or cause to be made all necessary repairs, replacements, and renewals, whether structural or non-structural, interior or exterior, ordinary or extraordinary, foreseen or unforeseen. Mortgagor shall not commit or permit waste, impairment, or deterioration of the Mortgaged Property or any part thereof. Mortgagor shall not, without the prior written consent of Mortgagee, remove or demolish, or alter in any material respect, any portion of the Improvements, except in connection with the construction of the Project in accordance with the approved plans and specifications and the GMP Contract, or as otherwise expressly permitted under the Loan Documents.

Section 4.3 — Alterations

Mortgagor shall not make or permit to be made any material alterations, improvements, demolitions, or additions to or upon the Mortgaged Property without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that no such consent shall be required for (a) the construction of the Project in accordance with the approved plans and specifications and the GMP Contract (subject to the provisions of Article V hereof), (b) non-structural alterations that do not affect building systems or reduce the value of the Mortgaged Property and that are below a threshold of Two Hundred Fifty Thousand Dollars ($250,000.00) individually or Five Hundred Thousand Dollars ($500,000.00) in the aggregate in any twelve (12) month period, or (c) alterations required by applicable law or governmental order. All alterations shall comply in all respects with applicable zoning, building codes, and the conditions of the ULURP Approval.

Section 4.4 — Payment of Taxes and Other Charges

Mortgagor shall pay and discharge, or cause to be paid and discharged, before the same become delinquent (or before any penalty or interest accrues thereon), all real estate taxes, personal property taxes, assessments (general and special), water and sewer charges, vault charges, Ground Rent (currently $4,200,000.00 per annum) payable under the Ground Lease, and all other governmental impositions, levies, fees, charges, and liens assessed against or imposed upon the Mortgaged Property or any part thereof (collectively, "Impositions"). Mortgagor may in good faith contest the validity or amount of any Imposition by appropriate legal proceedings, provided that (i) no lien arising by reason of such Imposition shall have priority over the lien of this Mortgage, (ii) Mortgagor deposits with Mortgagee or into an escrow account adequate reserves or posts a bond or other security satisfactory to Mortgagee to cover the contested Imposition, any penalties and interest thereon, and all costs of the contest, and (iii) such contest does not subject the Mortgaged Property to any risk of forfeiture or sale. Mortgagee shall have the right at any time to establish tax and insurance escrow reserves in accordance with Article IX hereof and the Loan Agreement.

Section 4.5 — Compliance with Laws

Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all building codes, fire codes, health and safety codes, the Americans with Disabilities Act ("ADA"), and all Environmental Laws, and shall promptly comply with all lawful orders and requirements of all governmental authorities having jurisdiction over the Mortgaged Property. Without limiting the generality of the foregoing, Mortgagor shall comply with all conditions and requirements of the ULURP Approval and shall maintain all permits and licenses necessary for the lawful use, occupancy, and operation of the Mortgaged Property.

Section 4.6 — Liens

Mortgagor shall not create, incur, assume, or permit to exist any lien, encumbrance, or security interest on or against the Mortgaged Property or any part thereof, other than Permitted Encumbrances, without the prior written consent of Mortgagee. Without limiting the generality of the foregoing, Mortgagor shall not permit any mechanic's lien, materialman's lien, or other statutory lien to be filed against the Mortgaged Property and to remain unsatisfied, bonded, or discharged for a period in excess of thirty (30) days after Mortgagor first has knowledge of the filing thereof (or such shorter period as may be required under the Loan Agreement). Mortgagor may contest any such lien in good faith by appropriate proceedings, provided that Mortgagor first bonds off or discharges such lien in accordance with Section 19 of the New York Lien Law or provides other security satisfactory to Mortgagee. Mortgagor shall comply in all respects with the provisions of Article 3-A of the New York Lien Law regarding trust fund obligations, including the proper application of all trust funds as required by Sections 70 through 79-a of the Lien Law.

Section 4.7 — Further Assurances

Mortgagor shall, at Mortgagor's sole cost and expense, promptly execute and deliver to Mortgagee, or cause to be executed and delivered, all such additional instruments, documents, and agreements as Mortgagee may from time to time reasonably request to carry out the intent and purposes of this Mortgage and the other Loan Documents, to evidence or perfect the liens and security interests granted hereby, or to protect and preserve the Collateral. Without limiting the generality of the foregoing, Mortgagor shall execute and deliver, or cause to be executed and delivered, such UCC financing statement amendments, continuation statements, corrective instruments, supplemental mortgages, spreading agreements, and other instruments as Mortgagee may reasonably request from time to time.

Section 4.8 — Inspection Rights

Mortgagee and its authorized agents, representatives, consultants, and designees (including, without limitation, the Construction Consultant and Dr. Rajesh Banerjee of Trident Structural Engineers, P.C.) shall have the right to enter upon and inspect the Mortgaged Property at reasonable times upon reasonable prior notice to Mortgagor (except that no prior notice shall be required (i) during the construction period, during which Mortgagee and its agents shall have access at all reasonable times during normal business hours, and (ii) at any time during the continuance of an Event of Default, during which Mortgagee and its agents shall have immediate and unrestricted access). Mortgagor shall cooperate with and provide reasonable assistance to Mortgagee and its agents during any such inspection. The cost of inspections conducted by Mortgagee or its agents shall be at Mortgagor's expense to the extent provided in the Loan Agreement.

Section 4.9 — Books and Records

Mortgagor shall maintain complete, accurate, and current books and records regarding the Mortgaged Property, including, without limitation, records of all revenues, expenses, capital expenditures, leasing activity, and construction progress. Mortgagor shall deliver to Mortgagee the following financial reports and information:

(a) Annual Audited Financial Statements: Within one hundred twenty (120) days after the end of each fiscal year, annual audited financial statements of Mortgagor (and, to the extent required by the Loan Agreement, of MTDC), prepared in accordance with generally accepted accounting principles consistently applied, audited by Whitfield Albrecht & Co. LLP (Sandra Okonkwo, CPA, Engagement Partner) or another nationally recognized independent certified public accounting firm approved by Mortgagee.

(b) Quarterly Unaudited Financial Statements: Within forty-five (45) days after the end of each fiscal quarter, quarterly unaudited financial statements of Mortgagor, certified by a responsible officer of Mortgagor (or MTDC, as applicable) as being true, correct, and complete in all material respects.

(c) Monthly Construction Progress Reports: During the construction period, within fifteen (15) days after the end of each calendar month, a construction progress report in form and substance satisfactory to Mortgagee, including a summary of work completed, costs incurred, schedule status, and any material change orders.

(d) Such other financial information, reports, and statements as Mortgagee may from time to time reasonably request.

Section 4.10 — Estoppel Certificates

Within fifteen (15) business days after receipt of a written request from Mortgagee, Mortgagor shall deliver to Mortgagee, or to any proposed assignee of the Loan, a certificate in writing, signed by a duly authorized officer of Mortgagor (or MTDC, as applicable), certifying to such matters as Mortgagee may reasonably request, including, without limitation, the outstanding principal balance of the Loan, the interest rate, the date to which interest has been paid, whether any Event of Default or event that with notice or the lapse of time, or both, would constitute an Event of Default has occurred and is continuing, and the status of compliance with financial covenants.

Section 4.11 — Property Management

The Mortgaged Property shall be managed and operated by Evergreen Property Management LLC (Teresa Langford, Principal), or such other property management company as may be approved in advance and in writing by Mortgagee, pursuant to a property management agreement in form and substance approved by Mortgagee. Mortgagor shall not terminate, modify in any material respect, or replace the property manager without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld. Management fees payable under the management agreement shall be subordinate to the Secured Obligations and to the payment of operating expenses, debt service, and required reserve deposits, as set forth in the Loan Agreement and the Cash Management Agreement. The property manager shall deliver to Mortgagee a subordination agreement in form and substance satisfactory to Mortgagee.

ARTICLE V — CONSTRUCTION COVENANTS

Section 5.1 — Construction of the Project

Mortgagor shall diligently prosecute and cause to be completed the construction of the Project substantially in accordance with the approved plans and specifications, the GMP Contract, and all applicable laws, regulations, permits, and approvals, including, without limitation, the ULURP Approval and all NYC Department of Buildings permits. Mortgagor shall not permit any material deviation from the approved plans and specifications without the prior written consent of Mortgagee and the Construction Consultant. Construction of the Project shall commence on or about June 15, 2025. Mortgagor projects that the Project will achieve substantial completion by December 15, 2027, and that the first temporary certificate of occupancy ("TCO") will be issued by the New York City Department of Buildings on or about March 15, 2028. Failure to achieve substantial completion and obtain the first TCO by the outside completion date set forth in the Loan Agreement shall constitute an Event of Default hereunder.

Section 5.2 — GMP Contract

The GMP Contract (No. CCG-HYW-2025-001) entered into by Mortgagor with Cobalt Construction Group, Inc. at a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) shall not be materially amended, assigned, terminated, or surrendered without the prior written consent of Mortgagee. Mortgagor shall deliver or cause Cobalt Construction Group, Inc. to deliver all performance bonds and payment bonds required by the Loan Agreement and applicable law, in form and substance satisfactory to Mortgagee, naming Mortgagee as a dual obligee or co-obligee. The designated Project Executive for Cobalt Construction Group, Inc. is Hiroshi Tanaka, and the Chief Financial Officer is Gail Merriman. Mortgagor shall promptly notify Mortgagee of any material dispute, claim, or potential default under the GMP Contract.

Section 5.3 — Construction Loan Disbursements

Disbursement of Loan proceeds for the construction of the Project shall be made in accordance with the disbursement provisions set forth in the Loan Agreement. Each draw request shall be submitted in AIA G702/G703 format (or such other format as Mortgagee may approve), accompanied by (a) a certification by the project architect that the work described in the draw request has been completed in accordance with the approved plans and specifications, (b) unconditional lien waivers from the general contractor and all subcontractors and materialmen for all work and materials covered by the prior draw, (c) conditional lien waivers for the current draw, (d) evidence of stored materials (if applicable), and (e) such other documentation as Mortgagee or the Construction Consultant may reasonably require. The Construction Consultant shall review and approve each draw request prior to disbursement of Loan proceeds.

Section 5.4 — New York Lien Law Compliance

Mortgagor shall comply in all respects with the provisions of the New York Lien Law, including, without limitation, the trust fund provisions of Article 3-A thereof. All Loan proceeds received by Mortgagor constitute trust assets within the meaning of Section 70 of the Lien Law, and Mortgagor, as trustee of such trust, shall apply such trust funds solely for the purposes set forth in Sections 70 through 79-a of the Lien Law, including the payment of claims of subcontractors, materialmen, laborers, and other persons entitled to payment from such trust. Mortgagor shall establish and maintain a separate Lien Law trust fund account at a depository institution approved by Mortgagee, into which all trust fund assets shall be deposited and from which disbursements shall be made solely for authorized trust purposes. Mortgagor shall maintain complete and accurate records of all trust fund receipts and disbursements and shall make such records available to Mortgagee upon request.

Section 5.5 — Completion Guaranty

MTDC, as the indirect parent of Mortgagor, shall deliver to Mortgagee, concurrently with the execution of this Mortgage, a completion guaranty (the "Completion Guaranty") in form and substance satisfactory to Mortgagee, guaranteeing the lien-free completion of the Project substantially in accordance with the approved plans and specifications, the GMP Contract, and all applicable laws, on or before the outside completion date set forth in the Loan Agreement. The Completion Guaranty shall remain in full force and effect until the date on which Mortgagee confirms in writing that the Project has been completed and all requirements for release of the Completion Guaranty as set forth in the Loan Agreement have been satisfied.

Section 5.6 — Permits and Approvals

Mortgagor shall obtain and maintain in full force and effect all permits, licenses, approvals, authorizations, and certificates of every kind necessary for the lawful construction, occupancy, use, and operation of the Project, including, without limitation, all permits and approvals from the New York City Department of Buildings, the Fire Department of the City of New York ("FDNY"), the New York City Department of Transportation ("DOT"), the Metropolitan Transportation Authority ("MTA"), and all other governmental authorities having jurisdiction. Mortgagor shall promptly deliver copies of all material permits and approvals to Mortgagee upon receipt thereof.

ARTICLE VI — INSURANCE

Section 6.1 — Required Insurance Coverages

Mortgagor shall procure and maintain continuously in full force and effect (through Castleton Insurance Brokerage, Inc. or such other insurance broker as Mortgagee may approve) the following insurance coverages with respect to the Mortgaged Property:

(a) Builder's Risk Insurance. During the construction period, an "all risks" builder's risk insurance policy (including coverage for flood, earthquake, terrorism (as required by TRIA and any successor legislation), and soft costs including interest carry, real estate taxes, insurance premiums, and other project-level soft costs during delay) in an amount not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00) on a replacement cost basis. As of the date hereof, the builder's risk coverage is provided by Fortis Indemnity Insurance Co.

(b) Commercial General Liability Insurance. A commercial general liability insurance policy providing coverage for bodily injury, property damage, personal injury, advertising injury, and contractual liability, with a combined single limit of not less than Fifty Million and 00/100 Dollars ($50,000,000.00) per occurrence and in the aggregate.

(c) Umbrella/Excess Liability Insurance. An umbrella or excess liability insurance policy providing excess coverage over the commercial general liability, automobile liability, and employer's liability policies, with limits of not less than One Hundred Million and 00/100 Dollars ($100,000,000.00) per occurrence and in the aggregate.

(d) Workers' Compensation and Employer's Liability Insurance. Workers' compensation insurance in statutory limits as required by the laws of the State of New York, and employer's liability insurance with limits of not less than Five Million and 00/100 Dollars ($5,000,000.00) per accident, per employee, and per disease.

(e) Property Insurance (Post-Completion). Upon completion of the Project and issuance of a certificate of occupancy, an "all risks" property insurance policy (or equivalent special form policy) insuring the Improvements and all Fixtures and personal property

RECORDING COVER PAGE
Instrument Title: Consolidated Mortgage, Assignment of Leases and Rents, and Security Agreement
Prepared by and upon recording return to:
Clearfield & Associates LLP 399 Park Avenue, 28th Floor New York, New York 10022
Attention: Harrison Whitmore, Esq.
County: New York (Manhattan)
Block: 729
Lots: 1, 5, 12, 15
Property Address: 450 West 34th Street, New York, New York 10001
Mortgagor: Hudson Yards West Mortgage LLC, a Delaware limited liability company
Mortgagee: Ironclad National Bank, N.A., a national banking association, as Administrative Agent for itself and the Lenders party to the Loan Agreement referenced herein
Principal Debt Amount: $475,000,000.00
Maximum Principal Indebtedness for Recording Tax Purposes: $475,000,000.00
Cross-Reference: Ground Lease recorded at CRFN 2020000198762 (NYC ACRIS)
This instrument covers real property situated in the County of New York, City and State of New York.
This instrument also constitutes a UCC Fixture Filing pursuant to Section 9-502 of the New York Uniform Commercial Code.
SPACE ABOVE AND BELOW THIS LINE FOR RECORDING STAMPS, ACRIS COVER PAGE ATTACHMENT, RPT-4017 FILING REFERENCE, AND NYC MORTGAGE RECORDING TAX CERTIFICATION
RPT-4017 Reference: Filed herewith.
TP-584 Reference: Filed herewith to the extent required.
NYC Mortgage Recording Tax Certification: The mortgage recording tax due in connection with the recording of this instrument has been computed and paid in accordance with NYC Administrative Code § 11-2001 et seq. and NYS Tax Law § 253.
CONSOLIDATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
Dated as of June 15, 2025
Made by
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company, having an address c/o Metropolitan Transit Development Corp., 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604 (hereinafter referred to as "Mortgagor"),
to and in favor of
IRONCLAD NATIONAL BANK, N.A., a national banking association, having an address at 277 Park Avenue, New York, New York 10172, in its capacity as Administrative Agent for itself and the other Lenders party to the Loan Agreement (as defined herein) (hereinafter referred to as "Mortgagee" or "Agent").
RECITALS
WHEREAS, Mortgagor is the owner of a leasehold estate in and to certain real property located at 450 West 34th Street, New York, New York 10001 (Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15), together with any fee interest therein, as more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), pursuant to that certain Ground Lease dated June 1, 2020, by and between NYC Economic Development Corporation ("NYCEDC"), as ground lessor, and Metropolitan Transit Development Corp. ("MTDC" or "Metro Transit"), as ground lessee (as assigned to Mortgagor pursuant to one or more assignments of the ground lessee's interest), which Ground Lease was recorded in the Office of the City Register of the City of New York, New York County (Manhattan), at City Register File Number ("CRFN") 2020000198762 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Ground Lease"); and
WHEREAS, Mortgagor was formed as a single-purpose Delaware limited liability company for the express and sole purpose of owning the Mortgaged Property (as hereinafter defined) and constructing thereon a mixed-use transit-oriented development project (the "Project"), and Mortgagor's sole member is Hudson Yards West Mezzanine LLC ("HYW Mezzanine"), a Delaware limited liability company, whose sole member is MTDC, an Illinois government instrumentality, such that MTDC serves as the indirect owner and sponsor of Mortgagor; and
WHEREAS, Mortgagee, as Administrative Agent, together with Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively, the "Lenders"), have agreed to extend to Mortgagor a senior secured mortgage loan in the original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (the "Loan") pursuant to that certain Senior Mortgage Loan Agreement dated as of the date hereof among Mortgagor, as borrower, Agent, and the Lenders (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"); and
WHEREAS, the Loan is evidenced by one or more promissory notes of even date herewith made by Mortgagor in favor of the Lenders in the aggregate original principal amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the "Note"); and
WHEREAS, the Loan bears interest at a per annum rate equal to Term SOFR (as defined in the Loan Agreement, and subject to a floor of one percent (1.00%) per annum) plus four hundred twenty-five (425) basis points, and has an initial maturity date of June 15, 2029, subject to two (2) successive one-year extension options as more particularly set forth in the Loan Agreement; and
WHEREAS, Mortgagor has agreed to execute and deliver this Consolidated Mortgage, Assignment of Leases and Rents, and Security Agreement (this "Mortgage") to secure the Loan, the Note, and all other Secured Obligations (as hereinafter defined) of Mortgagor to Mortgagee and the Lenders arising under or in connection with the Loan Documents (as hereinafter defined); and
WHEREAS, this Mortgage is given to secure the payment and performance of all obligations secured hereby, and Mortgagor intends this Mortgage to constitute a valid first-priority mortgage lien and security interest encumbering the Mortgaged Property in favor of Mortgagee for the benefit of itself and the Lenders.
NOW, THEREFORE, in consideration of the making of the Loan by the Lenders, the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Mortgagor, Mortgagor hereby covenants and agrees with Mortgagee as follows:
GRANTING CLAUSES
GRANTING CLAUSE I — MORTGAGE LIEN
Mortgagor hereby mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, hypothecates, and sets over unto Mortgagee, and hereby grants to Mortgagee a first-priority lien on and security interest in, with power of sale (to the extent permitted by applicable law), all of the following described property, rights, and interests:
(a) The Land, together with all right, title, and interest of Mortgagor in and to the fee estate (if any) and the leasehold estate created by the Ground Lease in and to the Land, including all of Mortgagor's right, title, and interest in and to the Ground Lease and all of Mortgagor's rights and privileges as lessee thereunder;
(b) All buildings, structures, and improvements of every kind and description now or hereafter erected, placed, or situated on the Land, including but not limited to the mixed-use transit-oriented development project to be constructed thereon (collectively, the "Improvements"), and all building systems, components, and infrastructure forming part thereof;
(c) All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water rights, water courses, water and riparian rights, development rights, air rights, and transferable development rights now or hereafter appurtenant to or benefiting the Land or the Improvements, and all right, title, and interest of Mortgagor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of or adjoining the Land;
(d) All fixtures, equipment, machinery, appliances, building systems (including heating, ventilation, air conditioning, plumbing, mechanical, electrical, elevator, and fire suppression systems), and articles of personal property now or hereafter attached to, installed in, or used in connection with the Land or the Improvements, including all components thereof and all replacements, additions, and accessions thereto (collectively, the "Fixtures"), which Fixtures shall be deemed to be and remain a part of the real property for all purposes of this Mortgage;
(e) All right, title, and interest of Mortgagor in and to the Ground Lease, including, without limitation, the right to exercise all options, rights, privileges, and benefits of the lessee thereunder, and all amendments, supplements, modifications, extensions, and renewals thereof;
(f) All awards, damages, payments, and compensation heretofore or hereafter made by any governmental authority or other person for any taking by eminent domain, condemnation, or any transfer made in lieu thereof, of the whole or any part of the Land, the Improvements, or any appurtenances thereto;
(g) All proceeds and products of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, all insurance proceeds and condemnation awards;
(h) All right, title, and interest of Mortgagor in and to any streets, roads, alleys, or passages abutting the Land, whether now existing or hereafter created, and all right, title, and interest of Mortgagor in and to any award made for damage to the Land by reason of any change of grade of any such street, road, alley, or passage;
(i) All replacements, additions, substitutions, and accessions to any of the foregoing; and
(j) All of the foregoing are collectively referred to herein as the "Mortgaged Property."
GRANTING CLAUSE II — ASSIGNMENT OF LEASES AND RENTS
Mortgagor hereby absolutely and unconditionally assigns, transfers, conveys, and sets over to Mortgagee all of Mortgagor's right, title, and interest in, to, and under:
(a) All leases, subleases, licenses, concessions, occupancy agreements, and other agreements for the use or occupancy of all or any portion of the Mortgaged Property, whether now existing or hereafter entered into (collectively, the "Leases"), including, without limitation, all guarantees, security deposits, letters of credit, and other credit support delivered by tenants or licensees in connection therewith, and all amendments, renewals, extensions, and modifications thereof;
(b) All rents, income, receipts, revenues, issues, profits, royalties, and other benefits now or hereafter arising from the Mortgaged Property or the Leases (collectively, the "Rents"), including, without limitation, any and all minimum rents, base rents, fixed rents, percentage rents, additional rents, tax and operating expense escalation payments, parking revenues, license fees, common area maintenance charges, utility reimbursements, and all other sums of money or other consideration payable under the Leases or in connection with the use or occupancy of the Mortgaged Property; and
(c) All proceeds from the sale or other disposition of the lessor's interest under any Lease, and all claims and causes of action arising in connection with any Lease or the termination or rejection of any Lease in a bankruptcy or insolvency proceeding.
The foregoing assignment is intended to be, and shall be construed as, an absolute and present assignment and not merely the granting of a security interest, lien, or encumbrance. Notwithstanding the foregoing, Mortgagee hereby grants to Mortgagor a revocable license to collect, receive, and apply the Rents in accordance with the terms of this Mortgage, subject to the cash management provisions of the Loan Agreement and the Cash Management Agreement. The license so granted is revocable at the option of Mortgagee, and shall be automatically and immediately revoked, without the necessity of any notice or demand, upon the occurrence of an Event of Default (as hereinafter defined) or a Cash Sweep Trigger Event (as hereinafter defined), at which time Mortgagee may exercise all rights granted to it under Article VII of this Mortgage and the applicable provisions of the Loan Agreement. Any Rents collected by Mortgagor during the continuance of such license shall be held in trust for the benefit of Mortgagee and applied in accordance with the terms of this Mortgage and the Loan Agreement.
GRANTING CLAUSE III — SECURITY INTEREST IN PERSONAL PROPERTY
Mortgagor hereby grants to Mortgagee a continuing first-priority security interest under the Uniform Commercial Code as adopted in the State of New York (the "Code") in all personal property of Mortgagor, whether now owned or hereafter acquired, and wherever located, that is used or useful in connection with the ownership, operation, management, maintenance, or construction of the Mortgaged Property, including, without limitation:
(a) All Fixtures as described in Granting Clause I(d) above;
(b) All goods, inventory, equipment, building materials, supplies, and other tangible personal property now or hereafter located on or about the Mortgaged Property or used in connection therewith, including all furniture, furnishings, and trade fixtures;
(c) All accounts, chattel paper (whether tangible or electronic), instruments, general intangibles (including payment intangibles), letter-of-credit rights, commercial tort claims, and deposit accounts relating to or arising from the Mortgaged Property, including all bank accounts maintained by Mortgagor in connection with the ownership, operation, or construction of the Mortgaged Property;
(d) All licenses, permits, approvals, certificates of occupancy (whether temporary or permanent), variances, entitlements, governmental authorizations, architectural and engineering plans, specifications, drawings, designs, studies, reports, and contracts relating to the design, construction, or operation of the Mortgaged Property;
(e) All insurance policies and unearned premiums thereunder, and all proceeds thereof; all condemnation awards and proceeds;
(f) All construction contracts (including the GMP Contract), management agreements, service contracts, consulting agreements, and warranties relating to the Mortgaged Property, including all rights to receive performance thereunder;
(g) All books, records, files, correspondence, computer data, and other documents relating to the Mortgaged Property;
(h) All proceeds, products, offspring, rents, issues, profits, and returns of, from, or in respect of any and all of the foregoing, including all proceeds of any insurance, indemnity, warranty, or guaranty payable from time to time with respect to any of the foregoing; and
(i) The foregoing, collectively, together with the Mortgaged Property, the Leases, and the Rents, are referred to herein as the "Collateral."
This Mortgage shall constitute a "security agreement" within the meaning of the Code with respect to all personal property Collateral described herein, and Mortgagor hereby authorizes Mortgagee to file one or more UCC financing statements (and amendments and continuations thereof) with respect to such Collateral in all appropriate filing offices, including the Office of the City Register of the City of New York, New York County, and the Delaware Secretary of State. Mortgagor irrevocably authorizes Mortgagee to file such financing statements without the signature of Mortgagor to the extent permitted by applicable law.
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, unto Mortgagee, its successors and assigns, forever, for the uses and purposes herein set forth.
PROVIDED, HOWEVER, that if all Secured Obligations shall have been indefeasibly paid and performed in full in accordance with the terms of the Loan Documents and the commitments of the Lenders under the Loan Agreement shall have been terminated, then Mortgagee shall, at the request and expense of Mortgagor, release and discharge this Mortgage of record by executing and delivering to Mortgagor such instruments of satisfaction, discharge, and reconveyance as may be necessary or appropriate to release the Mortgaged Property from the lien and security interest of this Mortgage, and shall reconvey the Mortgaged Property to the extent held by Mortgagee, in each case in form reasonably satisfactory for recording.
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
Capitalized terms used but not otherwise defined in this Mortgage shall have the respective meanings ascribed to such terms in the Loan Agreement. In addition to the terms defined elsewhere in this Mortgage, the following terms shall have the following meanings for all purposes of this Mortgage:
"Borrower Organizational Documents" means, collectively, the Certificate of Formation and the Limited Liability Company Operating Agreement of Mortgagor, the Certificate of Formation and the Limited Liability Company Operating Agreement of HYW Mezzanine, and all organizational and governance documents of MTDC relevant to its role as the indirect owner of Mortgagor and as guarantor under the Loan Documents, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Agreement.
"Cash Sweep Trigger Event" means the occurrence of any of the following: (a) the DSCR falling below 1.10 to 1.00 (i.e., 1.10x) on a trailing twelve (12) month basis, as determined in accordance with the Loan Agreement, or (b) the occurrence and continuance of an Event of Default. A Cash Sweep Trigger Event shall trigger a hard lockbox cash sweep under the Cash Management Agreement as set forth in the Loan Agreement.
"Code" means the Uniform Commercial Code as in effect from time to time in the State of New York.
"Construction Consultant" means the construction consulting firm designated by Mortgagee from time to time in its reasonable discretion, initially to be confirmed in writing by Mortgagee to Mortgagor.
"Debt" means all indebtedness evidenced by the Note, together with all other Secured Obligations.
"Default Rate" means a per annum rate of interest equal to Term SOFR (subject to the 1.00% floor) plus four hundred twenty-five (425) basis points plus four hundred (400) basis points (the default spread), as more particularly set forth in the Loan Agreement.
"DSCR" or "Debt Service Coverage Ratio" means the ratio of (a) Net Operating Income for the applicable period to (b) aggregate debt service on the Loan for such period (calculated as set forth in the Loan Agreement). The minimum combined DSCR covenant is 1.20 to 1.00 (i.e., 1.20x).
"Environmental Laws" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, as amended ("RCRA"), 42 U.S.C. § 6901 et seq.; the Clean Water Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the New York State Environmental Conservation Law; all regulations promulgated by the New York State Department of Environmental Conservation ("NYSDEC"); all regulations and requirements of the New York City Department of Environmental Protection ("NYC DEP"); and all other applicable federal, state, and local environmental statutes, regulations, ordinances, rules, and requirements, as the same may be amended, supplemented, or replaced from time to time.
"Event of Default" has the meaning set forth in Article XII hereof and, as applicable, in the Loan Agreement.
"GMP Contract" means that certain Guaranteed Maximum Price Contract No. CCG-HYW-2025-001, dated as of the date hereof, between Mortgagor, as owner, and Cobalt Construction Group, Inc., as general contractor, for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00), as the same may be amended, modified, or supplemented from time to time with the prior written consent of Mortgagee to the extent required by the Loan Agreement.
"Ground Lease" has the meaning set forth in the Recitals hereto, and refers to that certain Ground Lease recorded in the Office of the City Register of the City of New York, New York County, at CRFN 2020000198762, as the same may have been or may hereafter be amended, supplemented, or otherwise modified from time to time, together with all assignments thereof.
"Ground Rent" means the annual ground rent payable by Mortgagor (as assignee of the ground lessee's interest) to NYCEDC under the Ground Lease, currently in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum, subject to adjustment based on the Consumer Price Index escalation provisions of the Ground Lease at five (5) year intervals.
"Improvements" has the meaning set forth in Granting Clause I(b) hereof, and includes all buildings, structures, and other improvements now existing or hereafter erected, placed, or situated on the Land, including the Project.
"Loan Agreement" has the meaning set forth in the Recitals hereto.
"Loan Documents" means, collectively, the Loan Agreement, the Note, this Mortgage, the Assignment of Leases and Rents (to the extent a separate instrument is also recorded in addition to the assignment set forth herein), the Environmental Indemnity Agreement dated as of the date hereof, the Guaranty dated as of the date hereof, each Reserve Agreement, the Cash Management Agreement, and all other documents, instruments, agreements, and certificates now or hereafter executed and delivered by Mortgagor or any other person in connection with the Loan, as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time.
"Maturity Date" means (a) June 15, 2029 (the initial maturity date); (b) if the first extension option is duly exercised in accordance with the Loan Agreement, June 15, 2030 (the first extended maturity date); or (c) if the second extension option is duly exercised in accordance with the Loan Agreement, June 15, 2031 (the final extended maturity date), in each case subject to the satisfaction of all conditions to extension set forth in the Loan Agreement.
"Mezzanine Loan" means the mezzanine loan in the original principal amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) made by Granite Peak Capital Partners, LP, a Delaware limited partnership, to HYW Mezzanine, secured by a pledge of the membership interests in Mortgagor, as more particularly described in the Loan Agreement and the Intercreditor Agreement (as defined in the Loan Agreement).
"Mortgaged Property" has the meaning set forth in Granting Clause I(j) hereof.
"Net Operating Income" or "NOI" has the meaning set forth in the Loan Agreement. The projected stabilized NOI of the Mortgaged Property is Fifty-Eight Million Two Hundred Thousand and 00/100 Dollars ($58,200,000.00) per annum (Year 3 post-completion of the Project).
"Permitted Encumbrances" means those liens, encumbrances, exceptions, conditions, restrictions, reservations, easements, rights, and other matters set forth on Exhibit B attached hereto and approved in writing by Mortgagee.
"Permitted Transfer" has the meaning set forth in Section 10.2 hereof.
"Project" means the mixed-use transit-oriented development project to be designed, constructed, and completed on the Land in accordance with the approved plans and specifications and in compliance with all applicable laws, zoning approvals (including ULURP approvals), and the terms and conditions of the Loan Documents.
"Secured Obligations" means all present and future indebtedness, obligations, and liabilities of Mortgagor to Mortgagee and the Lenders arising under or in connection with any of the Loan Documents, whether now existing or hereafter arising, including, without limitation: (a) all principal of the Loan; (b) all interest (including interest at the Default Rate, to the extent applicable) accruing on the Loan; (c) all fees, including, without limitation, the origination fee in the amount of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00) and the exit fee equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of the Loan at payoff; (d) all late charges; (e) all prepayment premiums; (f) all indemnification obligations; (g) all costs, expenses, and disbursements (including reasonable attorneys' fees and expenses) incurred by Mortgagee in connection with the enforcement of any of the Loan Documents; and (h) all other sums, amounts, and obligations of whatever nature owed by Mortgagor under the Loan Documents.
"Title Policy" means the ALTA 2006 form lender's title insurance policy (or equivalent) to be issued by Sentinel Title & Escrow Company (Commitment No. STN-2025-MH-04178), insuring the lien of this Mortgage as a valid first-priority mortgage lien on the Mortgaged Property in the face amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), subject only to Permitted Encumbrances, together with such endorsements as Mortgagee may require.
"ULURP Approval" means, collectively, the land use approvals granted by the New York City City Planning Commission on September 12, 2023, and the New York City Council on October 25, 2023, pursuant to Application No. C 230415 ZSM, and all conditions, restrictions, and requirements set forth therein or arising in connection therewith.
Section 1.2 — Rules of Construction
In this Mortgage, unless the context otherwise requires or unless otherwise expressly provided herein:
(a) The singular includes the plural and vice versa, and words importing any gender include all genders.
(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(c) The words "herein," "hereof," "hereunder," "hereby," and similar words refer to this Mortgage as a whole and not to any particular article, section, or other subdivision hereof.
(d) References to articles, sections, subsections, clauses, exhibits, and schedules are, unless otherwise specified, references to the articles, sections, subsections, clauses, exhibits, and schedules of this Mortgage.
(e) Headings and captions are included for convenience of reference only and shall not be considered in interpreting the provisions of this Mortgage.
(f) References to any statute, law, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, regulation, or rule.
(g) References to any person or entity shall include such person's or entity's successors and permitted assigns.
(h) All references to real property terms (including, but not limited to, "mortgage," "lien," "foreclosure," "conveyance," and similar terms) shall be interpreted in accordance with the laws of the State of New York.
(i) To the extent that definitions of terms relating to personal property Collateral are not otherwise set forth herein, such terms shall have the meanings ascribed to them in the Code.
(j) The laws of the State of New York shall govern the interpretation of all real property terms and provisions of this Mortgage, without giving effect to any choice of law or conflict of laws provision that would cause the application of the laws of any other jurisdiction (but giving effect to General Obligations Law § 5-1401).
ARTICLE II — SECURED OBLIGATIONS
Section 2.1 — Obligations Secured
This Mortgage and the liens, security interests, and assignments granted hereby are given to secure the following (all of which are referred to herein as the "Secured Obligations"):
(a) The payment of the principal sum of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), together with interest thereon at a per annum rate equal to Term SOFR (subject to a floor of 1.00%) plus 425 basis points, and all other sums due under the Note, in accordance with the terms thereof;
(b) The payment of the origination fee of Four Million Seven Hundred Fifty Thousand and 00/100 Dollars ($4,750,000.00), the exit fee of twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of the Loan at payoff, all late charges, default interest (at the Default Rate), prepayment premiums (if any), and all other sums, fees, charges, and amounts payable under the Loan Agreement and the other Loan Documents;
(c) The due and punctual performance and observance of all covenants, agreements, obligations, and conditions of Mortgagor contained in this Mortgage, the Loan Agreement, the Note, and each of the other Loan Documents;
(d) The payment of all sums advanced or expended by Mortgagee pursuant to or in connection with this Mortgage or any other Loan Document to protect the Mortgaged Property, to preserve the lien of this Mortgage, or to cure any default by Mortgagor, including, without limitation, advances for the payment of real property taxes, assessments, Ground Rent, insurance premiums, and costs of enforcement, together with interest on all such sums at the Default Rate from the date of each such advance until repaid;
(e) The payment of all costs and expenses (including reasonable attorneys' fees and disbursements, court costs, appraisal fees, title charges, and other out-of-pocket expenses) incurred by Mortgagee in enforcing or attempting to enforce this Mortgage, the Note, or any of the other Loan Documents, or in protecting the Mortgaged Property or the lien of this Mortgage, whether or not any legal proceeding is commenced; and
(f) The payment and performance of all future advances, modifications, renewals, extensions, consolidations, and substitutions of or to any of the foregoing, however evidenced.
Section 2.2 — Revolving Nature of Secured Obligations; Future Advances
This Mortgage is intended to and shall secure future advances made by Mortgagee and the Lenders to or for the benefit of Mortgagor pursuant to the Loan Agreement and the other Loan Documents. The maximum principal amount of future advances secured by this Mortgage shall not exceed Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) in aggregate outstanding principal amount at any time. This Mortgage constitutes an "open-end" mortgage securing construction loan advances, and future advances made hereunder shall be secured by this Mortgage with the same priority and effect as if made on the date hereof, to the fullest extent permitted by Section 281 of the New York Real Property Law and any other applicable law. Construction draws and disbursements of Loan proceeds shall be advanced in accordance with the disbursement provisions set forth in the Loan Agreement, subject to the satisfaction of all conditions precedent to disbursement set forth therein.
Section 2.3 — Cross-Collateralization and Cross-Default
A default under or breach of any provision of the Loan Agreement, the Note, the Environmental Indemnity Agreement, the Guaranty, or any other Loan Document shall constitute an Event of Default hereunder. The lien of this Mortgage and all other security for the Secured Obligations are cross-collateralized and cross-defaulted, such that an Event of Default under any Loan Document shall entitle Mortgagee to exercise any and all remedies available to Mortgagee under this Mortgage and under each other Loan Document, all as more particularly set forth in Article XII and Article XIII hereof and in the Loan Agreement.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof, as follows:
Section 3.1 — Title
Mortgagor has good and marketable leasehold title to the Land pursuant to the Ground Lease, and, to the extent applicable, fee title or other interests in and to the Land. The Mortgaged Property is free and clear of all liens, charges, encumbrances, security interests, and other defects of title except for the Permitted Encumbrances set forth on Exhibit B attached hereto. Mortgagor has full power, authority, and legal right to mortgage, pledge, assign, and convey the Mortgaged Property as provided in this Mortgage and to grant the liens and security interests herein granted, and to execute and deliver this Mortgage. The execution and delivery of this Mortgage by Mortgagor, and the recording hereof, will create a valid and enforceable first-priority mortgage lien on the Mortgaged Property in favor of Mortgagee, subject only to Permitted Encumbrances.
Section 3.2 — Organization and Authority
Mortgagor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of New York. The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents have been duly authorized by all necessary action on the part of Mortgagor, HYW Mezzanine (as Mortgagor's sole member), and MTDC (as the sole member of HYW Mezzanine), as applicable. No other corporate, partnership, limited liability company, or other organizational action is required for the valid execution, delivery, and performance of this Mortgage. Mortgagor is a single-purpose entity formed and maintained in compliance with the SPE covenants set forth in Article XVII hereof and in the Loan Agreement and the Borrower Organizational Documents.
Section 3.3 — No Conflicts
The execution, delivery, and performance by Mortgagor of this Mortgage and the other Loan Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of law, statute, rule, or regulation applicable to Mortgagor; (b) violate any order, writ, judgment, injunction, decree, determination, or award of any court or governmental authority binding on Mortgagor; (c) conflict with, result in a breach of, or constitute a default under any contract, agreement, indenture, mortgage, or other instrument to which Mortgagor is a party or by which Mortgagor or the Mortgaged Property is bound, including, without limitation, the Ground Lease; or (d) violate or conflict with the Borrower Organizational Documents.
Section 3.4 — Valid Lien
This Mortgage creates a valid and enforceable first-priority mortgage lien on the Mortgaged Property and a valid and enforceable first-priority security interest in all personal property described herein, subject in each case only to Permitted Encumbrances. Upon the recording of this Mortgage in the Office of the City Register of the City of New York, New York County (Manhattan), and the filing of UCC-1 financing statements in all appropriate filing offices (including the Office of the City Register, New York County, and the Delaware Secretary of State), Mortgagee will have a duly perfected first-priority lien on and security interest in the Mortgaged Property and all Collateral, subject only to Permitted Encumbrances.
Section 3.5 — Ground Lease Status
The Ground Lease is in full force and effect and has not been modified, amended, supplemented, or otherwise changed except as disclosed in writing to Mortgagee prior to the date hereof. No default or event that, with the giving of notice or the lapse of time, or both, would constitute a default exists under the Ground Lease on the part of Mortgagor (as assignee of the ground lessee's interest) or, to the best of Mortgagor's knowledge, on the part of NYCEDC (as ground lessor). All Ground Rent and other charges due and payable under the Ground Lease through the date hereof have been paid in full when due. All conditions precedent to the effectiveness of the Ground Lease have been satisfied. True, correct, and complete copies of the Ground Lease and all amendments, supplements, and assignments thereof have been delivered to Mortgagee prior to the date hereof.
Section 3.6 — Compliance with Law; Zoning
The Mortgaged Property and the intended use thereof comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property, including, without limitation, all applicable zoning, land use, building, fire, health, safety, and environmental laws and regulations. The Project has received all necessary land use approvals under the Uniform Land Use Review Procedure ("ULURP"), including the ULURP Approval (Application No. C 230415 ZSM; New York City City Planning Commission approval dated September 12, 2023; New York City Council approval dated October 25, 2023). Mortgagor has delivered to Mortgagee a zoning opinion letter prepared by Hargrove & Linden, P.C. (prepared by Raymond Cho, Esq.), dated April 15, 2025, confirming that the Mortgaged Property and the Project as designed comply with all applicable zoning requirements, as modified by the ULURP Approval.
Section 3.7 — Environmental Matters
Mortgagor has delivered to Mortgagee a Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337; Dr. Lena Kaur, Project Manager), dated March 20, 2025 (the "Phase I ESA"). The Phase I ESA identified no recognized environmental conditions ("RECs") requiring further investigation or remediation as of its effective date. To the best of Mortgagor's knowledge, the Mortgaged Property is not listed on any federal, state, or local hazardous waste site or contaminated site list, including, without limitation, the National Priorities List maintained by the United States Environmental Protection Agency, the NYSDEC Inactive Hazardous Waste Disposal Sites list, or the NYC DEP "E-designation" list. No hazardous materials (as defined in the Environmental Indemnity Agreement) have been released, stored, treated, or disposed of on, under, at, or from the Mortgaged Property in violation of any Environmental Law, except as disclosed in the Phase I ESA.
Section 3.8 — Taxes and Assessments
All real property taxes, assessments, water and sewer charges, and other governmental charges and impositions that are due and payable with respect to the Mortgaged Property have been paid in full. There are no pending or, to the best of Mortgagor's knowledge, threatened special assessments or other governmental charges against the Mortgaged Property. The Mortgaged Property is identified for tax purposes as Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15 in the records of the New York City Department of Finance.
Section 3.9 — Insurance
Mortgagor maintains in full force and effect all insurance coverages required by Article VI hereof and by the Loan Agreement. Without limiting the generality of the foregoing, Mortgagor has obtained builder's risk insurance coverage in an amount not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00) (replacement cost), currently provided by Fortis Indemnity Insurance Co. Such coverage was procured through Castleton Insurance Brokerage, Inc. (Brian Jessup, Account Executive). All policies of insurance maintained by Mortgagor name Mortgagee as mortgagee, loss payee, and additional insured, as required by this Mortgage. Certificates of insurance and, where applicable, certified copies of policies have been delivered to Mortgagee.
Section 3.10 — No Litigation
No material litigation, arbitration, or governmental proceeding (including, without limitation, any condemnation, environmental, or regulatory proceeding) is pending or, to the best of Mortgagor's knowledge, threatened against Mortgagor or the Mortgaged Property that could reasonably be expected to have a material adverse effect on the Mortgaged Property, the financial condition of Mortgagor, or Mortgagor's ability to perform its obligations under the Loan Documents.
Section 3.11 — Appraisal
Mortgagor has delivered to Mortgagee an appraisal of the Mortgaged Property (the "Appraisal") prepared by Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092; Marcus Tolliver, MAI, Senior Appraiser), dated April 1, 2025, prepared in accordance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the requirements of FIRREA. The Appraisal concludes that the "as-stabilized" appraised value of the Mortgaged Property is One Billion Twenty-Five Million and 00/100 Dollars ($1,025,000,000.00). Based on such appraised value, the Senior LTV (i.e., the ratio of the Loan to the appraised value) is approximately 46.34%.
Section 3.12 — Construction Contracts
Mortgagor has entered into the GMP Contract No. CCG-HYW-2025-001 with Cobalt Construction Group, Inc. (Frank DelVecchio, Chief Executive Officer), which provides for a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) for the construction of the Project. True, correct, and complete copies of the GMP Contract and all material construction contracts, subcontracts, and architect and engineering agreements relating to the Project have been delivered to Mortgagee. No material default exists under any such contract, and all such contracts are in full force and effect.
Section 3.13 — ERISA
Mortgagor is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code. The assets of Mortgagor do not constitute "plan assets" within the meaning of ERISA or the regulations promulgated thereunder by the United States Department of Labor. No prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code) will occur in connection with the transactions contemplated by the Loan Documents.
ARTICLE IV — COVENANTS RESPECTING THE MORTGAGED PROPERTY
Section 4.1 — Payment of Secured Obligations
Mortgagor shall punctually pay or cause to be paid all Secured Obligations when due, including, without limitation, all principal and interest on the Loan at the rates and times specified in the Note and the Loan Agreement (i.e., Term SOFR (floor 1.00%) plus 425 basis points per annum, or, if applicable, at the Default Rate), and all other sums, fees, charges, premiums, and expenses payable under the Loan Documents, in each case in the manner and at the times and places required by the Loan Documents.
Section 4.2 — Maintenance, Repair, and Restoration
Mortgagor shall at all times maintain the Mortgaged Property in good order, condition, and repair (ordinary wear and tear excepted) and in compliance with all applicable laws, regulations, and requirements, and shall promptly make or cause to be made all necessary repairs, replacements, and renewals, whether structural or non-structural, interior or exterior, ordinary or extraordinary, foreseen or unforeseen. Mortgagor shall not commit or permit waste, impairment, or deterioration of the Mortgaged Property or any part thereof. Mortgagor shall not, without the prior written consent of Mortgagee, remove or demolish, or alter in any material respect, any portion of the Improvements, except in connection with the construction of the Project in accordance with the approved plans and specifications and the GMP Contract, or as otherwise expressly permitted under the Loan Documents.
Section 4.3 — Alterations
Mortgagor shall not make or permit to be made any material alterations, improvements, demolitions, or additions to or upon the Mortgaged Property without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that no such consent shall be required for (a) the construction of the Project in accordance with the approved plans and specifications and the GMP Contract (subject to the provisions of Article V hereof), (b) non-structural alterations that do not affect building systems or reduce the value of the Mortgaged Property and that are below a threshold of Two Hundred Fifty Thousand Dollars ($250,000.00) individually or Five Hundred Thousand Dollars ($500,000.00) in the aggregate in any twelve (12) month period, or (c) alterations required by applicable law or governmental order. All alterations shall comply in all respects with applicable zoning, building codes, and the conditions of the ULURP Approval.
Section 4.4 — Payment of Taxes and Other Charges
Mortgagor shall pay and discharge, or cause to be paid and discharged, before the same become delinquent (or before any penalty or interest accrues thereon), all real estate taxes, personal property taxes, assessments (general and special), water and sewer charges, vault charges, Ground Rent (currently $4,200,000.00 per annum) payable under the Ground Lease, and all other governmental impositions, levies, fees, charges, and liens assessed against or imposed upon the Mortgaged Property or any part thereof (collectively, "Impositions"). Mortgagor may in good faith contest the validity or amount of any Imposition by appropriate legal proceedings, provided that (i) no lien arising by reason of such Imposition shall have priority over the lien of this Mortgage, (ii) Mortgagor deposits with Mortgagee or into an escrow account adequate reserves or posts a bond or other security satisfactory to Mortgagee to cover the contested Imposition, any penalties and interest thereon, and all costs of the contest, and (iii) such contest does not subject the Mortgaged Property to any risk of forfeiture or sale. Mortgagee shall have the right at any time to establish tax and insurance escrow reserves in accordance with Article IX hereof and the Loan Agreement.
Section 4.5 — Compliance with Laws
Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all building codes, fire codes, health and safety codes, the Americans with Disabilities Act ("ADA"), and all Environmental Laws, and shall promptly comply with all lawful orders and requirements of all governmental authorities having jurisdiction over the Mortgaged Property. Without limiting the generality of the foregoing, Mortgagor shall comply with all conditions and requirements of the ULURP Approval and shall maintain all permits and licenses necessary for the lawful use, occupancy, and operation of the Mortgaged Property.
Section 4.6 — Liens
Mortgagor shall not create, incur, assume, or permit to exist any lien, encumbrance, or security interest on or against the Mortgaged Property or any part thereof, other than Permitted Encumbrances, without the prior written consent of Mortgagee. Without limiting the generality of the foregoing, Mortgagor shall not permit any mechanic's lien, materialman's lien, or other statutory lien to be filed against the Mortgaged Property and to remain unsatisfied, bonded, or discharged for a period in excess of thirty (30) days after Mortgagor first has knowledge of the filing thereof (or such shorter period as may be required under the Loan Agreement). Mortgagor may contest any such lien in good faith by appropriate proceedings, provided that Mortgagor first bonds off or discharges such lien in accordance with Section 19 of the New York Lien Law or provides other security satisfactory to Mortgagee. Mortgagor shall comply in all respects with the provisions of Article 3-A of the New York Lien Law regarding trust fund obligations, including the proper application of all trust funds as required by Sections 70 through 79-a of the Lien Law.
Section 4.7 — Further Assurances
Mortgagor shall, at Mortgagor's sole cost and expense, promptly execute and deliver to Mortgagee, or cause to be executed and delivered, all such additional instruments, documents, and agreements as Mortgagee may from time to time reasonably request to carry out the intent and purposes of this Mortgage and the other Loan Documents, to evidence or perfect the liens and security interests granted hereby, or to protect and preserve the Collateral. Without limiting the generality of the foregoing, Mortgagor shall execute and deliver, or cause to be executed and delivered, such UCC financing statement amendments, continuation statements, corrective instruments, supplemental mortgages, spreading agreements, and other instruments as Mortgagee may reasonably request from time to time.
Section 4.8 — Inspection Rights
Mortgagee and its authorized agents, representatives, consultants, and designees (including, without limitation, the Construction Consultant and Dr. Rajesh Banerjee of Trident Structural Engineers, P.C.) shall have the right to enter upon and inspect the Mortgaged Property at reasonable times upon reasonable prior notice to Mortgagor (except that no prior notice shall be required (i) during the construction period, during which Mortgagee and its agents shall have access at all reasonable times during normal business hours, and (ii) at any time during the continuance of an Event of Default, during which Mortgagee and its agents shall have immediate and unrestricted access). Mortgagor shall cooperate with and provide reasonable assistance to Mortgagee and its agents during any such inspection. The cost of inspections conducted by Mortgagee or its agents shall be at Mortgagor's expense to the extent provided in the Loan Agreement.
Section 4.9 — Books and Records
Mortgagor shall maintain complete, accurate, and current books and records regarding the Mortgaged Property, including, without limitation, records of all revenues, expenses, capital expenditures, leasing activity, and construction progress. Mortgagor shall deliver to Mortgagee the following financial reports and information:
(a) Annual Audited Financial Statements: Within one hundred twenty (120) days after the end of each fiscal year, annual audited financial statements of Mortgagor (and, to the extent required by the Loan Agreement, of MTDC), prepared in accordance with generally accepted accounting principles consistently applied, audited by Whitfield Albrecht & Co. LLP (Sandra Okonkwo, CPA, Engagement Partner) or another nationally recognized independent certified public accounting firm approved by Mortgagee.
(b) Quarterly Unaudited Financial Statements: Within forty-five (45) days after the end of each fiscal quarter, quarterly unaudited financial statements of Mortgagor, certified by a responsible officer of Mortgagor (or MTDC, as applicable) as being true, correct, and complete in all material respects.
(c) Monthly Construction Progress Reports: During the construction period, within fifteen (15) days after the end of each calendar month, a construction progress report in form and substance satisfactory to Mortgagee, including a summary of work completed, costs incurred, schedule status, and any material change orders.
(d) Such other financial information, reports, and statements as Mortgagee may from time to time reasonably request.
Section 4.10 — Estoppel Certificates
Within fifteen (15) business days after receipt of a written request from Mortgagee, Mortgagor shall deliver to Mortgagee, or to any proposed assignee of the Loan, a certificate in writing, signed by a duly authorized officer of Mortgagor (or MTDC, as applicable), certifying to such matters as Mortgagee may reasonably request, including, without limitation, the outstanding principal balance of the Loan, the interest rate, the date to which interest has been paid, whether any Event of Default or event that with notice or the lapse of time, or both, would constitute an Event of Default has occurred and is continuing, and the status of compliance with financial covenants.
Section 4.11 — Property Management
The Mortgaged Property shall be managed and operated by Evergreen Property Management LLC (Teresa Langford, Principal), or such other property management company as may be approved in advance and in writing by Mortgagee, pursuant to a property management agreement in form and substance approved by Mortgagee. Mortgagor shall not terminate, modify in any material respect, or replace the property manager without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld. Management fees payable under the management agreement shall be subordinate to the Secured Obligations and to the payment of operating expenses, debt service, and required reserve deposits, as set forth in the Loan Agreement and the Cash Management Agreement. The property manager shall deliver to Mortgagee a subordination agreement in form and substance satisfactory to Mortgagee.
ARTICLE V — CONSTRUCTION COVENANTS
Section 5.1 — Construction of the Project
Mortgagor shall diligently prosecute and cause to be completed the construction of the Project substantially in accordance with the approved plans and specifications, the GMP Contract, and all applicable laws, regulations, permits, and approvals, including, without limitation, the ULURP Approval and all NYC Department of Buildings permits. Mortgagor shall not permit any material deviation from the approved plans and specifications without the prior written consent of Mortgagee and the Construction Consultant. Construction of the Project shall commence on or about June 15, 2025. Mortgagor projects that the Project will achieve substantial completion by December 15, 2027, and that the first temporary certificate of occupancy ("TCO") will be issued by the New York City Department of Buildings on or about March 15, 2028. Failure to achieve substantial completion and obtain the first TCO by the outside completion date set forth in the Loan Agreement shall constitute an Event of Default hereunder.
Section 5.2 — GMP Contract
The GMP Contract (No. CCG-HYW-2025-001) entered into by Mortgagor with Cobalt Construction Group, Inc. at a guaranteed maximum price of Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00) shall not be materially amended, assigned, terminated, or surrendered without the prior written consent of Mortgagee. Mortgagor shall deliver or cause Cobalt Construction Group, Inc. to deliver all performance bonds and payment bonds required by the Loan Agreement and applicable law, in form and substance satisfactory to Mortgagee, naming Mortgagee as a dual obligee or co-obligee. The designated Project Executive for Cobalt Construction Group, Inc. is Hiroshi Tanaka, and the Chief Financial Officer is Gail Merriman. Mortgagor shall promptly notify Mortgagee of any material dispute, claim, or potential default under the GMP Contract.
Section 5.3 — Construction Loan Disbursements
Disbursement of Loan proceeds for the construction of the Project shall be made in accordance with the disbursement provisions set forth in the Loan Agreement. Each draw request shall be submitted in AIA G702/G703 format (or such other format as Mortgagee may approve), accompanied by (a) a certification by the project architect that the work described in the draw request has been completed in accordance with the approved plans and specifications, (b) unconditional lien waivers from the general contractor and all subcontractors and materialmen for all work and materials covered by the prior draw, (c) conditional lien waivers for the current draw, (d) evidence of stored materials (if applicable), and (e) such other documentation as Mortgagee or the Construction Consultant may reasonably require. The Construction Consultant shall review and approve each draw request prior to disbursement of Loan proceeds.
Section 5.4 — New York Lien Law Compliance
Mortgagor shall comply in all respects with the provisions of the New York Lien Law, including, without limitation, the trust fund provisions of Article 3-A thereof. All Loan proceeds received by Mortgagor constitute trust assets within the meaning of Section 70 of the Lien Law, and Mortgagor, as trustee of such trust, shall apply such trust funds solely for the purposes set forth in Sections 70 through 79-a of the Lien Law, including the payment of claims of subcontractors, materialmen, laborers, and other persons entitled to payment from such trust. Mortgagor shall establish and maintain a separate Lien Law trust fund account at a depository institution approved by Mortgagee, into which all trust fund assets shall be deposited and from which disbursements shall be made solely for authorized trust purposes. Mortgagor shall maintain complete and accurate records of all trust fund receipts and disbursements and shall make such records available to Mortgagee upon request.
Section 5.5 — Completion Guaranty
MTDC, as the indirect parent of Mortgagor, shall deliver to Mortgagee, concurrently with the execution of this Mortgage, a completion guaranty (the "Completion Guaranty") in form and substance satisfactory to Mortgagee, guaranteeing the lien-free completion of the Project substantially in accordance with the approved plans and specifications, the GMP Contract, and all applicable laws, on or before the outside completion date set forth in the Loan Agreement. The Completion Guaranty shall remain in full force and effect until the date on which Mortgagee confirms in writing that the Project has been completed and all requirements for release of the Completion Guaranty as set forth in the Loan Agreement have been satisfied.
Section 5.6 — Permits and Approvals
Mortgagor shall obtain and maintain in full force and effect all permits, licenses, approvals, authorizations, and certificates of every kind necessary for the lawful construction, occupancy, use, and operation of the Project, including, without limitation, all permits and approvals from the New York City Department of Buildings, the Fire Department of the City of New York ("FDNY"), the New York City Department of Transportation ("DOT"), the Metropolitan Transportation Authority ("MTA"), and all other governmental authorities having jurisdiction. Mortgagor shall promptly deliver copies of all material permits and approvals to Mortgagee upon receipt thereof.
ARTICLE VI — INSURANCE
Section 6.1 — Required Insurance Coverages
Mortgagor shall procure and maintain continuously in full force and effect (through Castleton Insurance Brokerage, Inc. or such other insurance broker as Mortgagee may approve) the following insurance coverages with respect to the Mortgaged Property:
(a) Builder's Risk Insurance. During the construction period, an "all risks" builder's risk insurance policy (including coverage for flood, earthquake, terrorism (as required by TRIA and any successor legislation), and soft costs including interest carry, real estate taxes, insurance premiums, and other project-level soft costs during delay) in an amount not less than Five Hundred Million and 00/100 Dollars ($500,000,000.00) on a replacement cost basis. As of the date hereof, the builder's risk coverage is provided by Fortis Indemnity Insurance Co.
(b) Commercial General Liability Insurance. A commercial general liability insurance policy providing coverage for bodily injury, property damage, personal injury, advertising injury, and contractual liability, with a combined single limit of not less than Fifty Million and 00/100 Dollars ($50,000,000.00) per occurrence and in the aggregate.
(c) Umbrella/Excess Liability Insurance. An umbrella or excess liability insurance policy providing excess coverage over the commercial general liability, automobile liability, and employer's liability policies, with limits of not less than One Hundred Million and 00/100 Dollars ($100,000,000.00) per occurrence and in the aggregate.
(d) Workers' Compensation and Employer's Liability Insurance. Workers' compensation insurance in statutory limits as required by the laws of the State of New York, and employer's liability insurance with limits of not less than Five Million and 00/100 Dollars ($5,000,000.00) per accident, per employee, and per disease.
(e) Property Insurance (Post-Completion). Upon completion of the Project and issuance of a certificate of occupancy, an "all risks" property insurance policy (or equivalent special form policy) insuring the Improvements and all Fixtures and personal property

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CONSOLIDATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

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