GUARANTY OF RECOURSE OBLIGATIONS
Dated as of June 15, 2025
by
METROPOLITAN TRANSIT DEVELOPMENT CORP., a government instrumentality organized under the laws of the State of Illinois
("Guarantor")
in favor of
IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent
("Agent")
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RECITALS
A. Reference is made to that certain Senior Mortgage Loan Agreement dated as of even date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") by and among Hudson Yards West Mortgage LLC, a Delaware limited liability company ("Borrower"), Ironclad National Bank, N.A., a national banking association, as administrative agent ("Agent"), and the lenders from time to time party thereto (collectively, the "Lenders"), pursuant to which the Lenders have agreed to make a senior mortgage loan to Borrower in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Loan").
B. The Loan is secured by, inter alia, a first-priority mortgage and security agreement (the "Mortgage") encumbering the real property and improvements located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City, County, and State of New York), together with all related rights, privileges, easements, and appurtenances, as more particularly described in the Mortgage (the "Property").
C. Under the Loan Agreement, the Loan is non-recourse to Borrower except with respect to certain recourse obligations set forth in Article IX of the Loan Agreement (the "Recourse Obligations"), which provide for personal liability of Borrower and recourse against Borrower's assets upon the occurrence of certain specified events.
D. As a condition precedent to the making of the Loan by the Lenders, Agent has required that Guarantor execute and deliver this Guaranty of Recourse Obligations (this "Guaranty") in favor of Agent, for the ratable benefit of the Lenders, guaranteeing the Recourse Obligations of Borrower under the Loan Documents.
E. Guarantor is the sole indirect owner of one hundred percent (100%) of the membership interests in Borrower and will derive substantial direct and indirect economic benefit from the making of the Loan to Borrower. Guarantor has determined that the execution and delivery of this Guaranty is in furtherance of its corporate purposes and in the best interests of Guarantor.
F. The principal office and address of Guarantor is 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604. Guarantor's Employer Identification Number is 36-2847501.
G. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of Agent's and the Lenders' agreement to make the Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms.
As used in this Guaranty, the following terms shall have the meanings set forth below:
"Agent" means Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity.
"Borrower" means Hudson Yards West Mortgage LLC, a Delaware limited liability company, together with its permitted successors and assigns.
"Event of Default" has the meaning ascribed to such term in the Loan Agreement.
"Full Recourse Event" has the meaning ascribed to such term in Section 2.2 of this Guaranty.
"Guaranteed Obligations" has the meaning ascribed to such term in Section 2.1 of this Guaranty.
"Guarantor" means Metropolitan Transit Development Corp., a government instrumentality duly organized and validly existing under the laws of the State of Illinois, together with its successors and assigns.
"Guaranty" means this Guaranty of Recourse Obligations, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Lenders" means the lenders from time to time party to the Loan Agreement, together with their respective successors, transferees, and assigns.
"Loan" means the senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) made by the Lenders to Borrower pursuant to the Loan Agreement.
"Loan Agreement" means that certain Senior Mortgage Loan Agreement dated as of the date hereof, by and among Borrower, Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, the Loan Agreement, the Mortgage, the promissory notes evidencing the Loan, and all other instruments, agreements, and documents executed and delivered in connection with the Loan.
"Losses" means any and all losses, damages, costs, expenses, liabilities, claims, actions, suits, judgments, penalties, fines, and reasonable attorneys' fees and disbursements, whether direct or indirect, arising out of, resulting from, or in any way relating to the applicable matter giving rise to such Losses.
"Recourse Obligations" has the meaning ascribed to such term in Article IX of the Loan Agreement, and as further set forth in Section 2.1 of this Guaranty.
Section 1.2 — Rules of Construction.
The following rules of construction shall apply to this Guaranty:
(a) The headings and captions contained in this Guaranty are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Guaranty or any provision hereof.
(b) Unless the context otherwise requires, words in the singular number include the plural and words in the plural number include the singular; words importing the masculine gender include the feminine and neuter genders and vice versa.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement preceding such word to the specific or similar items or matters immediately following such word.
(d) References to "Articles," "Sections," "Exhibits," and "Schedules" are, unless otherwise specified, references to articles, sections, exhibits, and schedules of and to this Guaranty.
(e) References to any agreement, instrument, or document mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, unless otherwise expressly stated.
(f) References to any law, statute, regulation, or governmental order shall include any amendment, modification, replacement, or re-enactment thereof, and any successor thereto.
(g) References to "herein," "hereof," "hereunder," and similar words refer to this Guaranty as a whole and not to any particular section or provision of this Guaranty.
(h) The words "shall" and "will" have equal force and effect.
(i) This Guaranty shall be construed in accordance with and governed by the laws of the State of New York, as more fully set forth in Section 10.1 hereof.
(j) Where a defined term is used in the Loan Agreement and is incorporated by reference herein, such term shall have the meaning ascribed to it in the Loan Agreement as of the date of determination, giving effect to any amendments to the Loan Agreement that have been consented to or approved in accordance with the terms thereof.
ARTICLE 2 — GUARANTY
Section 2.1 — Guaranteed Obligations.
Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Agent, for the ratable benefit of the Lenders, the full and punctual payment, performance, and satisfaction of all Recourse Obligations of Borrower arising under or in connection with the Loan Documents, including, without limitation, all Losses arising from or in connection with any of the following acts, omissions, events, or circumstances (each, a "Bad Boy Act," and collectively, the "Bad Boy Acts"):
(a) Fraud or Intentional Misrepresentation. Any fraud or intentional misrepresentation by Borrower, Guarantor, or any Affiliate of Borrower or Guarantor, in connection with the Loan, or in any financial statement, rent roll, operating statement, report, certificate, or other document or instrument delivered to Agent or any Lender in connection with the Loan or the Loan Documents, whether delivered prior to, on, or after the date hereof. For the avoidance of doubt, the term "intentional misrepresentation" includes any knowing omission of a material fact where such omission renders the statements made, in light of the circumstances under which they were made, misleading.
(b) Misappropriation or Misapplication of Funds. Any misappropriation or misapplication of funds by Borrower or any person or entity acting on Borrower's behalf, including, without limitation, misappropriation or misapplication of any of the following:
(i) rents, revenues, income, receipts, insurance proceeds, or condemnation awards received by or on behalf of Borrower that are required under the Loan Documents to be applied to the Loan, deposited into accounts established under the Loan Documents, or otherwise applied in accordance with the terms of the Loan Documents;
(ii) tenant security deposits held by or on behalf of Borrower with respect to leases affecting the Property, whether held in cash or in the form of letters of credit or other instruments;
(iii) proceeds of the Loan that are required to be applied to a particular purpose under the Loan Documents;
(iv) any amounts on deposit in any reserve account, escrow account, lockbox account, cash management account, or other account required to be established and maintained under the Loan Documents, including, without limitation, the tax and insurance reserve account, the tenant improvement and leasing commission reserve account, the capital expenditure reserve account, the interest reserve account, and any other reserve or escrow account; and
(v) any other funds, monies, or proceeds that Borrower is required under the Loan Documents to hold in trust for the benefit of Agent or the Lenders or to apply in a specific manner.
(c) Voluntary Bankruptcy or Insolvency Proceedings. Borrower, Guarantor, or any SPE Component Entity (as defined in the Loan Agreement): (i) filing a voluntary petition under Title 11 of the United States Code (the "Bankruptcy Code") or under any similar state or federal insolvency, reorganization, receivership, or debtor-relief law, whether now existing or hereafter enacted; (ii) consenting to, acquiescing in, or failing to timely contest the appointment of a receiver, trustee, conservator, custodian, or liquidator for all or a substantial part of its assets or for the Property; (iii) making a general assignment for the benefit of creditors; (iv) admitting in writing its inability to pay its debts generally as they become due; or (v) taking any action in furtherance of any of the foregoing.
(d) Collusive Involuntary Bankruptcy. Borrower, Guarantor, any Affiliate of Borrower or Guarantor, or any person or entity acting at the direction of or in collusion with Borrower or Guarantor, directly or indirectly soliciting, causing, aiding, encouraging, advising, or joining in the filing of an involuntary petition under the Bankruptcy Code or any similar state or federal insolvency, reorganization, receivership, or debtor-relief law against Borrower or any SPE Component Entity, or taking any action to cause or facilitate the appointment of a receiver, trustee, conservator, custodian, or liquidator for all or a substantial part of the assets of Borrower or any SPE Component Entity.
(e) Prohibited Transfers. Any Transfer (as defined in the Loan Agreement) of the Property or any direct or indirect ownership interest in Borrower in violation of the provisions of the Loan Agreement restricting such Transfers, without the prior written consent of Agent to the extent such consent is required under the Loan Agreement. For the avoidance of doubt, a "Transfer" includes any sale, conveyance, assignment, pledge, mortgage, encumbrance, hypothecation, or other disposition, whether voluntary or involuntary, by operation of law or otherwise, of any legal or beneficial interest.
(f) Prohibited Liens and Encumbrances. Borrower's creation, incurrence, assumption, or suffering to exist of any lien, encumbrance, mortgage, deed of trust, pledge, security interest, charge, or other adverse claim on or against the Property or any interest therein, other than the Permitted Encumbrances (as defined in the Loan Agreement), without the prior written consent of Agent. For purposes of this Section 2.1(f), liens shall include, without limitation, mechanics' liens, judgment liens, tax liens (other than liens for taxes not yet due and payable), and any other statutory or consensual lien.
(g) Environmental Liability. All Losses arising from or in connection with the presence, use, generation, manufacture, production, storage, treatment, processing, handling, transport, release, threatened release, emission, discharge, or disposal of any Hazardous Materials (as defined in the Loan Agreement) at, on, in, under, about, or migrating from the Property, in each case in violation of applicable Environmental Laws (as defined in the Loan Agreement), including, without limitation:
(i) all costs and expenses of investigation, assessment, monitoring, testing, containment, remediation, removal, cleanup, abatement, and disposal of Hazardous Materials;
(ii) all costs and expenses incurred in connection with the preparation and implementation of any environmental remediation plan, corrective action plan, or risk assessment;
(iii) all third-party claims, actions, suits, demands, and judgments for personal injury, property damage, natural resource damage, or diminution in value arising from or related to the presence or release of Hazardous Materials;
(iv) all fines, penalties, and assessments imposed by any governmental authority;
(v) all reasonable attorneys' fees and disbursements, expert fees, consultant fees, and court costs; and
(vi) any reduction in the value of the Property resulting from the presence or release of Hazardous Materials.
(h) Violation of SPE Covenants. Borrower's failure to maintain its status as a Special Purpose Entity ("SPE") in accordance with the organizational covenants and requirements set forth in Article V of the Loan Agreement, in Borrower's certificate of formation and limited liability company agreement, and in any other organizational documents of Borrower delivered to Agent in connection with the Loan, including, without limitation, Borrower's failure to: (i) maintain separate books, records, and bank accounts; (ii) hold itself out as a separate and distinct entity from Guarantor and any Affiliate; (iii) refrain from commingling its assets with those of any other person or entity; (iv) maintain an independent director or special member, as applicable; (v) pay its own liabilities and expenses from its own funds; (vi) conduct business in its own name; (vii) maintain adequate capital; and (viii) observe all organizational formalities.
(i) Failure to Maintain Required Insurance. Borrower's failure to obtain and maintain, or cause to be obtained and maintained, the insurance coverages required under the Loan Documents, including, without limitation: (i) builder's risk/course of construction insurance in an amount not less than Five Hundred Million Dollars ($500,000,000), currently placed with Fortis Indemnity Insurance Co.; (ii) commercial general liability insurance; (iii) all-risk property insurance; (iv) business interruption and loss of rents insurance; (v) flood insurance, if applicable; (vi) terrorism risk insurance, if applicable; (vii) umbrella/excess liability insurance; and (viii) such other insurance coverages as are required under the Loan Documents, in each case in accordance with the terms, conditions, amounts, and with insurers meeting the requirements specified in the Loan Documents.
(j) Forfeiture or Termination of Ground Lease. Any act, omission, default, or breach by Borrower (or any person or entity acting on behalf of Borrower) that directly or indirectly results in the termination, forfeiture, cancellation, surrender, rejection, or modification in any material respect (without Agent's prior written consent) of that certain Ground Lease (recorded at CRFN 2020000198762, NYC ACRIS, Office of the City Register, City of New York) between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp. ("MTDC"), as original tenant, dated as of June 1, 2020, as heretofore assigned to Borrower (the "Ground Lease"). The obligations under this Section 2.1(j) shall include, without limitation, Losses arising from Borrower's failure to pay ground rent, failure to comply with use restrictions, failure to satisfy construction milestones, or failure to comply with any other material term or condition of the Ground Lease.
(k) Criminal Acts. The commission by Borrower, any principal of Borrower, or any person acting on behalf of Borrower of any criminal act in connection with the ownership, operation, management, leasing, or financing of the Property, or in connection with the Loan, the Loan Documents, or the proceeds of the Loan.
(l) ERISA Violations. Borrower's use of Plan Assets (as defined under Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder) in connection with the Loan, the Property, or any transaction contemplated by the Loan Documents, in violation of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.
Section 2.2 — Full Recourse Events.
Notwithstanding anything to the contrary contained in Section 2.3 hereof, Guarantor's liability under this Guaranty shall be for the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, all prepayment premiums, yield maintenance amounts, and exit fees (if any), all other amounts owing under the Loan Documents, and all Losses incurred by Agent and the Lenders, upon the occurrence of any of the following events (each, a "Full Recourse Event"):
(a) the occurrence of any event described in Section 2.1(c) or Section 2.1(d) of this Guaranty (voluntary bankruptcy/insolvency proceedings or collusive involuntary bankruptcy), regardless of whether such event constitutes an Event of Default under the Loan Agreement; and
(b) the occurrence of any event described in Section 2.1(e) of this Guaranty (prohibited transfers) that (i) constitutes an Event of Default under the Loan Agreement and (ii) is not cured by Borrower or Guarantor within the applicable cure period, if any, expressly set forth in the Loan Agreement with respect to such Event of Default; provided, that if no cure period is specified in the Loan Agreement with respect to a particular prohibited Transfer, no cure period shall apply.
For the avoidance of doubt, upon the occurrence of a Full Recourse Event, Guarantor's liability hereunder shall not be limited to the actual Losses suffered by Agent and the Lenders as a result of such Full Recourse Event, but shall extend to all amounts that would be recoverable under the Loan Documents if the Loan were fully recourse to Borrower.
Section 2.3 — Loss Recourse Events.
With respect to all Bad Boy Acts other than Full Recourse Events (each, a "Loss Recourse Event"), Guarantor's liability under this Guaranty shall be limited to the actual Losses suffered or incurred by Agent and the Lenders as a direct result of the applicable Bad Boy Act giving rise to such Loss Recourse Event. For purposes of this Section 2.3, "actual Losses" shall include, without limitation, any diminution in the value of the collateral securing the Loan, any reduction in amounts recovered by Agent or the Lenders upon foreclosure or other realization on such collateral, any costs and expenses of enforcement (including reasonable attorneys' fees and disbursements), and any amounts that Agent or the Lenders would have received but for the occurrence of the applicable Bad Boy Act. The burden of proof as to the amount of actual Losses shall rest with Agent.
ARTICLE 3 — NATURE OF GUARANTY
Section 3.1 — Absolute and Unconditional Guaranty.
This Guaranty is an absolute, unconditional, irrevocable, present, and continuing guaranty of payment and performance and not merely a guaranty of collection. The liability of Guarantor hereunder is direct, immediate, and primary and not contingent upon Agent's or any Lender's pursuit of any remedies against Borrower, any other guarantor, or any other person, or against any collateral securing the Loan or any other obligations. Agent shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, Borrower, any other guarantor, or any other person, or to pursue or exhaust any of its rights or remedies with respect to any collateral securing the Loan or any other obligations, before, simultaneously with, or after enforcing its rights and remedies hereunder against Guarantor. Agent may proceed directly against Guarantor at any time following the occurrence of a Guaranteed Obligation that has become due and payable, without first commencing any action or obtaining any judgment against Borrower or any other person, and without first resorting to or exhausting any security or collateral held by Agent or any Lender.
Section 3.2 — Continuing Guaranty.
This Guaranty is a continuing guaranty and shall remain in full force and effect until all of the Guaranteed Obligations have been indefeasibly paid, performed, and satisfied in full and all of the Loan Documents have been terminated and are of no further force or effect. Without limiting the generality of the foregoing, this Guaranty shall remain in full force and effect through and including any extension of the maturity date of the Loan, including through the Final Extended Maturity Date of June 15, 2031, and shall survive any foreclosure of the Mortgage, any transfer of the Property by deed in lieu of foreclosure, any exercise of the power of sale under the Mortgage, any UCC sale, and any bankruptcy, insolvency, reorganization, or similar proceeding affecting Borrower or Guarantor. The obligations of Guarantor hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended, or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of Borrower or any other person, or by any defense that Borrower or any other person may have by reason of the order, decree, or decision of any court or administrative body resulting from any such proceeding.
Section 3.3 — Guaranty of Payment.
This Guaranty is a guaranty of payment and not of collection. Guarantor shall pay any Guaranteed Obligation that has become due and payable immediately upon written demand by Agent, without setoff, counterclaim, recoupment, reduction, abatement, or deduction of any kind whatsoever. Each demand shall specify in reasonable detail the nature of the Guaranteed Obligation that has become due and the amount demanded.
Section 3.4 — Revocation.
This Guaranty is irrevocable by Guarantor and shall not be subject to revocation, termination, or modification by Guarantor at any time prior to the indefeasible payment and performance in full of all Guaranteed Obligations and the termination of all Loan Documents. No purported revocation, termination, or modification by Guarantor shall be effective or binding upon Agent or any Lender.
Section 3.5 — Reinstatement.
If at any time any payment made by Borrower, Guarantor, or any other person on account of any of the Guaranteed Obligations is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is otherwise avoided or required to be restored, refunded, or returned by Agent or any Lender to Borrower, Guarantor, any trustee, receiver, custodian, or any other person (whether pursuant to any bankruptcy, insolvency, or reorganization proceeding or otherwise), this Guaranty and Guarantor's obligations hereunder shall be automatically reinstated and restored to the same extent and in the same amount as though such payment had never been made, and Guarantor shall be liable for the full amount thereof as though such payment had never been received by Agent or such Lender. The provisions of this Section 3.5 shall survive the termination of this Guaranty and shall constitute a continuing and irrevocable obligation of Guarantor.
ARTICLE 4 — WAIVERS BY GUARANTOR
Section 4.1 — General Waivers.
Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:
(a) notice of acceptance of this Guaranty by Agent or any Lender, it being acknowledged that this Guaranty shall be deemed accepted by Agent upon execution and delivery hereof by Guarantor;
(b) presentment, demand for payment, protest, and notice of non-payment, dishonor, default, or protest with respect to any Guaranteed Obligation or any instrument or agreement evidencing or relating to any Guaranteed Obligation;
(c) notice of the existence, creation, incurrence, assumption, increase, decrease, modification, rearrangement, or renewal of any new or additional Guaranteed Obligations or of any change in the terms or conditions of any Guaranteed Obligation;
(d) diligence in collection or pursuit of any remedies against Borrower, any other guarantor, or any other person, or in the realization upon any collateral securing the Loan or any other obligations;
(e) any requirement that Agent or any Lender protect, secure, perfect, insure, or enforce any security interest, lien, or encumbrance on any property subject thereto, or exhaust any right or remedy against Borrower, any collateral, or any other person before proceeding against Guarantor hereunder;
(f) any defense arising by reason of any disability, lack of authority, or other defense of Borrower, the unenforceability or invalidity of any Guaranteed Obligation or any part thereof, the unavailability or inadequacy of any remedy against Borrower, or the cessation of Borrower's liability from any cause whatsoever, including, without limitation, the termination of Borrower's existence by dissolution, merger, consolidation, or otherwise; and
(g) any defense based on any claim that Guarantor's obligations hereunder exceed or are more burdensome than those of Borrower under the Loan Documents.
Section 4.2 — Election of Remedies.
Guarantor hereby waives any defense based upon, arising out of, or related to Agent's or any Lender's election of any remedy available to Agent or any Lender, including, without limitation: (a) foreclosure (whether by judicial proceeding or exercise of the power of sale) of the Mortgage or any other lien or security interest securing the Loan; (b) any sale of the Property or any other collateral pursuant to the Uniform Commercial Code or any other applicable law; (c) acceptance of a deed in lieu of foreclosure; (d) appointment of a receiver, trustee, or custodian; or (e) exercise of any other right or remedy available to Agent or any Lender under the Loan Documents, at law, or in equity, whether or not such action or election of remedy destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against Borrower for reimbursement, or both. No election of any remedy by Agent or any Lender, and no failure by Agent or any Lender to exercise any remedy, shall release, discharge, modify, or affect the liability of Guarantor hereunder.
Section 4.3 — Anti-Deficiency Waivers.
Guarantor hereby waives, to the fullest extent permitted by applicable law, any defense or benefit that may be derived from or afforded by any anti-deficiency statute, one-action rule, or any other applicable law that may limit or modify the right of Agent or any Lender to pursue a deficiency judgment or balance due against Guarantor after a foreclosure sale, trustee's sale, or other realization on the collateral, or that would otherwise limit the time within which Agent or any Lender may bring an action against Guarantor or the amount that Agent or any Lender may recover from Guarantor. Without limiting the generality of the foregoing, Guarantor hereby waives, to the fullest extent permitted by applicable law, any defense based on Sections 1401 through 1403 of the New York Real Property Actions and Proceedings Law, or any similar provision of the law of any other jurisdiction.
Section 4.4 — Suretyship Defenses.
Guarantor hereby waives, to the fullest extent permitted by applicable law, all suretyship defenses and any rights and defenses available to Guarantor by reason of Sections 3-605 and 3-419 of the Uniform Commercial Code (as adopted in any relevant jurisdiction), and any analogous provision of the law of any other jurisdiction. Guarantor further waives any defense based on the impairment of any collateral, the release of any co-guarantor, or any other act or omission of Agent or any Lender that might otherwise discharge, limit, or reduce Guarantor's obligations hereunder.
Section 4.5 — Modifications to Loan Documents.
Guarantor hereby consents to, and its obligations hereunder shall not be affected, reduced, released, impaired, or discharged by, any of the following, whether with or without notice to or further consent of Guarantor:
(a) any amendment, modification, supplement, restatement, renewal, extension, acceleration, or increase of or to any of the Loan Documents, or any other agreement, instrument, or document relating to the Loan, including, without limitation, any extension of the maturity date of the Loan (the initial maturity date being June 15, 2029; the first extended maturity date being June 15, 2030; and the final extended maturity date being June 15, 2031), any increase or decrease in the interest rate applicable to the Loan, or any change in the amortization schedule, repayment terms, or other economic terms of the Loan;
(b) any compromise, settlement, release, or discharge of, or any waiver of any default or Event of Default under, any of the Loan Documents;
(c) any release, substitution, exchange, surrender, impairment, or non-perfection of any collateral or security for the Loan;
(d) any release or discharge of any other guarantor of, or surety for, any of the Guaranteed Obligations;
(e) any change in the corporate, partnership, limited liability company, or other organizational structure, ownership, or control of Borrower or any other person liable for or providing security for the Loan;
(f) any failure of Agent or any Lender to take any action to enforce or collect any Guaranteed Obligation or to foreclose upon or otherwise realize on any collateral; and
(g) any other event, occurrence, circumstance, action, or inaction that might otherwise constitute a defense available to, or a discharge or release of, Guarantor in its capacity as a guarantor or surety, or which might otherwise reduce, limit, impair, or affect the liability of Guarantor hereunder.
ARTICLE 5 — SUBORDINATION; NO SUBROGATION
Section 5.1 — Subordination of Guarantor Claims.
Any indebtedness, obligation, or liability of Borrower now or hereafter held by or owing to Guarantor (whether for principal, interest, fees, reimbursement, indemnification, or otherwise), and any lien, security interest, or other right of Guarantor in or to any property or assets of Borrower (collectively, "Guarantor Claims"), are hereby subordinated in right of payment, priority, and enforcement to the prior indefeasible payment in full of all Guaranteed Obligations and all other obligations of Borrower arising under or in connection with the Loan Documents. So long as any Guaranteed Obligation remains outstanding (or any commitment to make advances under the Loan remains in effect), Guarantor shall not, without the prior written consent of Agent: (a) accept or receive any payment, distribution, or other satisfaction of any Guarantor Claim, whether in cash, property, by set-off, or otherwise; (b) exercise any right of set-off, counterclaim, or recoupment against Borrower with respect to any Guarantor Claim; or (c) take any action to enforce, collect, or realize upon any Guarantor Claim, whether by judicial proceeding, self-help, or otherwise.
If Guarantor shall receive any payment or distribution on account of any Guarantor Claim in violation of this Section 5.1, Guarantor shall hold such payment or distribution in trust for the benefit of Agent and the Lenders and shall promptly deliver the same to Agent, in the form received (with any necessary endorsements), for application to the Guaranteed Obligations in such order and manner as Agent shall determine in its sole and absolute discretion.
Section 5.2 — Waiver of Subrogation.
Until all Guaranteed Obligations have been indefeasibly paid, performed, and satisfied in full and all Loan Documents have been terminated, Guarantor hereby irrevocably waives all rights of subrogation, reimbursement, indemnification, exoneration, contribution, or participation to which Guarantor may be or become entitled, whether arising by contract, operation of law, or otherwise, with respect to any claim, right, or remedy that Agent or any Lender may have against Borrower or any other person, or against any collateral or security for the Loan. Without limiting the generality of the foregoing, Guarantor waives any right to be subrogated to any of Agent's or any Lender's rights under the Loan Documents, including any right to enforce or benefit from any security held by Agent or any Lender for the payment or performance of the Guaranteed Obligations.
Section 5.3 — Waiver of Contribution Rights.
Guarantor hereby waives any right to seek contribution from any other guarantor of the Loan or any portion thereof, whether arising under common law, statute, contract, or otherwise, until such time as all Guaranteed Obligations have been indefeasibly paid and performed in full. This waiver applies to any contribution rights that may arise with respect to the separate Guaranty of Recourse Obligations (Mezzanine) being executed by Guarantor simultaneously herewith in favor of Granite Peak Capital Partners, LP, and to any other guaranty or surety arrangement relating to the Loan or any related indebtedness.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby represents and warrants to Agent and each Lender as of the date hereof, and shall be deemed to reaffirm such representations and warranties as of each date on which any Guaranteed Obligation arises or becomes due, as follows:
Section 6.1 — Organization and Good Standing.
Guarantor is a government instrumentality duly organized and validly existing under the laws of the State of Illinois, with perpetual existence and all necessary power, authority, and legal capacity to own, lease, and operate its assets and properties and to carry on its business as presently conducted and as proposed to be conducted. Guarantor is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification. For the fiscal year ended December 31, 2024, Guarantor reported operating revenue of approximately One Billion One Hundred Twenty Million Dollars ($1,120,000,000) and net assets of approximately Three Billion Seven Hundred Million Dollars ($3,700,000,000), as set forth in Guarantor's audited financial statements prepared by Whitfield Albrecht & Co. LLP. Guarantor's current credit rating as assigned by Pinnacle Ratings Group is A– (Identifier: PRG-MTDC-A-2024-1187).
Section 6.2 — Authority; Binding Effect.
The execution, delivery, and performance by Guarantor of this Guaranty and each other document to be executed and delivered by Guarantor in connection herewith have been duly authorized by all necessary action of Guarantor, including, without limitation, all necessary approvals of Guarantor's Board of Directors, as chaired by Margaret Kowalski, Chair of the Board, and no further action, approval, or consent is required on the part of Guarantor, any of its officers, directors, or members, or any other person or governmental authority. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and (b) general principles of equity (whether applied in a proceeding at law or in equity).
Section 6.3 — No Conflicts.
The execution, delivery, and performance by Guarantor of this Guaranty, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of Guarantor's enabling legislation, charter, bylaws, or other organizational documents; (b) violate or conflict with any applicable law, statute, regulation, rule, ordinance, governmental order, judgment, injunction, or decree of any court or governmental authority binding on Guarantor or its assets; (c) conflict with, result in a breach or default under, give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, or require any consent, notice, or other action under, any agreement, contract, indenture, lease, instrument, or other arrangement to which Guarantor is a party or by which Guarantor or any of its assets or properties may be bound or affected; or (d) result in the creation or imposition of any lien, charge, encumbrance, or security interest on any asset or property of Guarantor (other than pursuant to the Loan Documents).
Section 6.4 — No Consents Required.
No consent, approval, authorization, license, permit, order, or filing of, with, or to any governmental authority, regulatory body, self-regulatory organization, or any other person is required in connection with the execution, delivery, and performance by Guarantor of this Guaranty or the consummation of the transactions contemplated hereby, other than those that have been duly obtained, given, or made prior to the date hereof and that remain in full force and effect.
Section 6.5 — No Litigation.
There is no action, suit, proceeding, claim, arbitration, investigation, or inquiry pending or, to Guarantor's knowledge after due inquiry, threatened against or affecting Guarantor before any court, governmental authority, administrative body, arbitrator, or other tribunal that could reasonably be expected to (a) have a material adverse effect on the business, assets, operations, prospects, or financial condition of Guarantor, (b) materially impair Guarantor's ability to perform its obligations under this Guaranty, or (c) challenge the validity or enforceability of this Guaranty or any of the transactions contemplated hereby.
Section 6.6 — Financial Condition.
The most recent audited financial statements of Guarantor, audited by Whitfield Albrecht & Co. LLP (Sandra Okonkwo, Engagement Partner), copies of which have been delivered to Agent, were prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied throughout the periods covered thereby, and fairly present in all material respects the financial condition and results of operations of Guarantor as of the dates thereof and for the periods covered thereby. As of the date of such audited financial statements, Guarantor reported net assets of approximately Three Billion Seven Hundred Million Dollars ($3,700,000,000) and a real estate portfolio valued at approximately Four Billion Eight Hundred Million Dollars ($4,800,000,000) across eleven (11) states. Since the date of such most recent audited financial statements, there has been no material adverse change in the business, assets, operations, prospects, or financial condition of Guarantor.
Section 6.7 — Solvency.
Guarantor is, and immediately after giving effect to the execution and delivery of this Guaranty and the consummation of the transactions contemplated hereby will be, solvent. For purposes of this Section 6.7, "solvent" means that (a) the fair value and the fair saleable value of Guarantor's assets exceed Guarantor's total liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities); (b) Guarantor is able to pay its debts and obligations as they become due in the ordinary course of business; and (c) Guarantor has capital sufficient to carry on its business and all businesses in which it is about to engage.
Section 6.8 — No Inducement.
Guarantor has not relied on any representation, warranty, statement, promise, or inducement of Agent, any Lender, or any officer, director, employee, agent, or representative of Agent or any Lender in executing this Guaranty or in undertaking the obligations set forth herein, other than the express terms, covenants, representations, and warranties set forth in the Loan Documents. Guarantor has had the opportunity to review all of the Loan Documents and has been represented by and has received independent legal advice from Calderwood & Harkness LLP (Douglas Fairchild, responsible partner), counsel of Guarantor's own choosing, in connection with the negotiation, execution, and delivery of this Guaranty.
Section 6.9 — Benefit.
Guarantor acknowledges and represents that it will derive substantial direct and indirect economic benefit from the making of the Loan by the Lenders to Borrower. Guarantor has determined that the execution and delivery of this Guaranty is necessary and convenient to the conduct, promotion, and attainment of the business purposes and activities of Guarantor.
ARTICLE 7 — COVENANTS OF GUARANTOR
Guarantor hereby covenants and agrees with Agent and each Lender as follows:
Section 7.1 — Financial Statements.
Guarantor shall deliver, or cause to be delivered, to Agent:
(a) within one hundred twenty (120) days after the end of each fiscal year of Guarantor, a complete copy of Guarantor's audited financial statements for such fiscal year, prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied, and audited by a nationally recognized or regionally recognized independent certified public accounting firm acceptable to Agent (currently Whitfield Albrecht & Co. LLP), together with an unqualified audit opinion of such accounting firm (or such other form of audit opinion as may be acceptable to Agent in its reasonable discretion);
(b) within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Guarantor, a complete copy of Guarantor's unaudited financial statements for such fiscal quarter and for the period from the beginning of the then-current fiscal year through the end of such fiscal quarter, prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied (subject to normal year-end audit adjustments and the absence of footnotes), certified by the Chief Financial Officer of Guarantor as fairly presenting in all material respects the financial condition and results of operations of Guarantor as of the date thereof and for the periods covered thereby; and
(c) promptly upon the written request of Agent, such other financial information and reports regarding the business, assets, liabilities, financial condition, results of operations, cash flows, projections, or prospects of Guarantor as Agent may reasonably require from time to time.
Each delivery of financial statements pursuant to this Section 7.1 shall be accompanied by a Guarantor Compliance Certificate in the form attached hereto as Exhibit B.
Section 7.2 — Maintenance of Net Worth.
Guarantor shall maintain, at all times during the term of this Guaranty, a minimum net worth (defined as total net assets as reported in Guarantor's financial statements prepared in accordance with generally accepted accounting principles applicable to governmental entities, consistently applied) of not less than Two Billion Five Hundred Million Dollars ($2,500,000,000), calculated by excluding the value of Guarantor's direct or indirect interest in Borrower and any amounts attributable thereto. For purposes of this Section 7.2, compliance shall be tested as of the last day of each fiscal quarter based on the financial statements delivered pursuant to Section 7.1.
Section 7.3 — Maintenance of Liquidity.
Guarantor shall maintain, at all times during the term of this Guaranty, liquid assets (defined as the sum of unrestricted cash, unrestricted cash equivalents, and unrestricted marketable securities that are freely tradeable on a recognized securities exchange or in the over-the-counter market, valued at their then-current fair market value) of not less than One Hundred Fifty Million Dollars ($150,000,000). For purposes of this Section 7.3, compliance shall be tested as of the last day of each fiscal quarter based on the financial statements delivered pursuant to Section 7.1.
Section 7.4 — Notice of Material Events.
Guarantor shall promptly (and in any event within five (5) business days after Guarantor becomes aware thereof) notify Agent in writing of:
(a) any material adverse change in the business, assets, operations, prospects, or financial condition of Guarantor;
(b) the commencement of, or any material development in, any litigation, arbitration, proceeding, investigation, or inquiry before any court, governmental authority, administrative body, arbitrator, or other tribunal that could reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty;
(c) the occurrence of any default or event of default under any material indebtedness of Guarantor (including any indebtedness in excess of Twenty-Five Million Dollars ($25,000,000) individually or in the aggregate), any acceleration of any such indebtedness, or any demand for payment under any guaranty issued by Guarantor;
(d) any downgrade of Guarantor's credit rating below BBB (as assigned by Pinnacle Ratings Group or any equivalent nationally recognized rating organization), or any placement of Guarantor's credit rating on negative watch or review for possible downgrade; and
(e) any event or circumstance that Guarantor reasonably believes could have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Each such notice shall describe in reasonable detail the nature of the event or circumstance giving rise to the notice and, to the extent applicable, the steps being taken or proposed to be taken by Guarantor in response thereto.
Section 7.5 — Existence.
Guarantor shall at all times maintain its legal existence, organizational status, and good standing under the laws of the State of Illinois and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to maintain such qualification could not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 7.6 — Compliance with Laws.
Guarantor shall comply in all material respects with all applicable laws, statutes, regulations, rules, ordinances, governmental orders, judgments, injunctions, and decrees of any court or governmental authority applicable to Guarantor or its business, assets, or properties, including, without limitation, all tax laws, labor laws, environmental laws, and anti-money laundering laws.
Section 7.7 — Cooperation; Further Assurances.
Guarantor shall, from time to time, at its own cost and expense, execute and deliver such additional instruments, documents, and agreements, and take such further actions, as Agent may reasonably request to carry out the purposes and intent of this Guaranty, to confirm or perfect the rights and remedies of Agent and the Lenders hereunder, or to protect, enforce, or preserve the interests of Agent and the Lenders under this Guaranty.
ARTICLE 8 — EVENTS OF DEFAULT; REMEDIES
Section 8.1 — Events of Default Under Guaranty.
Each of the following shall constitute an event of default under this Guaranty (each, a "Guaranty Event of Default"):
(a) Failure to Pay. Guarantor shall fail to pay any Guaranteed Obligation within five (5) business days after written demand therefor is made by Agent to Guarantor in accordance with the notice provisions of this Guaranty.
(b) Breach of Representation or Warranty. Any representation or warranty made by Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by or on behalf of Guarantor pursuant to or in connection with this Guaranty shall prove to have been false or misleading in any material respect when made or deemed made, and, if such breach is susceptible of cure, such breach shall not have been cured within thirty (30) days after written notice thereof from Agent to Guarantor specifying the nature of such breach. Notwithstanding the foregoing, no cure period shall be available for any breach of a representation or warranty that is not susceptible of cure or that involves fraud or intentional misrepresentation.
(c) Breach of Covenant. Guarantor shall fail to perform or observe any covenant, agreement, or obligation of Guarantor set forth in Article 7 of this Guaranty, and such failure shall not have been cured within thirty (30) days after written notice thereof from Agent to Guarantor specifying the nature of such failure; provided, however, that no cure period shall be available with respect to any breach of the financial covenants set forth in Section 7.2 (Maintenance of Net Worth) or Section 7.3 (Maintenance of Liquidity), which shall constitute a Guaranty Event of Default immediately upon the occurrence of such breach without the necessity of any notice or cure period.
(d) Insolvency. Guarantor shall (i) become insolvent (as defined in Section 6.7), (ii) file a voluntary petition under the Bankruptcy Code or any similar state or federal insolvency, reorganization, or debtor-relief law, (iii) have filed against it an involuntary petition under the Bankruptcy Code or any such similar law, and such petition shall not be dismissed within sixty (60) days after the filing thereof, (iv) consent to or acquiesce in the appointment of a receiver, trustee, conservator, custodian, or liquidator for all or a substantial part of its assets, (v) make a general assignment for the benefit of creditors, or (vi) take any action in furtherance of any of the foregoing.
(e) Material Judgment. A final judgment or order for the payment of money in excess of Ten Million Dollars ($10,000,000) (in the aggregate, to the extent not covered by insurance under which the insurer has acknowledged liability) shall be entered against Guarantor by any court of competent jurisdiction, and such judgment or order shall not be discharged, vacated, bonded, or stayed (pending appeal or otherwise) within sixty (60) days after the entry thereof.
(f) Credit Rating Downgrade. Guarantor's credit rating shall be withdrawn or downgraded below BBB– by Pinnacle Ratings Group (or any equivalent nationally recognized rating organization), and Guarantor shall fail, within thirty (30) days after Agent's written request therefor, to provide to Agent either (i) a substitute guarantor acceptable to Agent in its reasonable discretion, which substitute guarantor shall assume all of Guarantor's obligations hereunder pursuant to documentation satisfactory to Agent, or (ii) additional collateral in form, substance, and value satisfactory to Agent in its reasonable discretion, securing the Guaranteed Obligations.
Section 8.2 — Remedies.
Upon the occurrence and during the continuance of any Guaranty Event of Default, Agent may exercise any and all rights and remedies available to Agent under this Guaranty, under the Loan Documents, at law, or in equity, including, without limitation:
(a) commencing one or more actions against Guarantor for the payment of any or all Guaranteed Obligations then due and payable, together with all accrued interest thereon, and for specific performance of Guarantor's obligations hereunder;
(b) exercising the right of set-off and application in accordance with Section 10.12 of this Guaranty;
(c) exercising any other right or remedy available under applicable law; and
(d) recovering from Guarantor all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, expert witness fees, court costs, and costs of investigation and collection) incurred by Agent and the Lenders in connection with the enforcement of this Guaranty and the collection of the Guaranteed Obligations.
All rights and remedies of Agent hereunder are cumulative and may be exercised singly or concurrently. The exercise of any right or remedy shall not preclude the exercise of any other right or remedy.
ARTICLE 9 — RELATIONSHIP TO LOAN DOCUMENTS; INTERCREDITOR MATTERS
Section 9.1 — Relation to Loan Agreement.
This Guaranty is given pursuant to and in connection with the Loan Agreement and the other Loan Documents and shall be construed and interpreted in conjunction therewith. Except as expressly provided herein, nothing contained in this Guaranty shall limit, modify, affect, or impair the non-recourse provisions set forth in Article IX of the Loan Agreement. To the extent of any inconsistency between the terms of this Guaranty and the terms of the Loan Agreement with respect to the scope or definition of the Recourse Obligations, the terms of the Loan Agreement shall control; provided, that this Guaranty shall not be construed to impose obligations on Guarantor less than those contemplated by the Loan Agreement. This Guaranty is one of the Loan Documents and shall be subject to the general provisions applicable to the Loan Documents as set forth in the Loan Agreement, except to the extent that such provisions are inconsistent with the specific terms of this Guaranty.
Section 9.2 — Intercreditor Agreement.
Guarantor acknowledges the existence of that certain Intercreditor Agreement dated as of even date hereof (the "Intercreditor Agreement") by and between Agent (in its capacity as administrative agent for the senior mortgage lenders) and Granite Peak Capital Partners, LP (in its capacity as mezzanine lender) (the "Mezzanine Lender"), which governs certain rights and obligations of the senior mortgage lenders and the Mezzanine Lender with respect to the Property, the Loan, and the mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan") made by the Mezzanine Lender to Hudson Yards West Mezzanine LLC. Guarantor agrees that its obligations under this Guaranty are subject to the provisions of the Intercreditor Agreement to the extent applicable to Guarantor and to the extent that the Intercreditor Agreement expressly addresses the rights and obligations of guarantors. Guarantor further acknowledges that separate guaranty obligations are being delivered by Guarantor to the Mezzanine Lender in connection with the Mezzanine Loan, and that the obligations of Guarantor under this Guaranty are independent of, and shall not be affected by, Guarantor's obligations under any such separate guaranty.
Section 9.3 — No Duty to marshal.
Agent shall have no obligation to marshal any assets, collateral, or guaranties for the benefit of Guarantor, or to proceed against Borrower, any other guarantor, any collateral, or any other person in any particular order or manner, before or concurrently with proceeding against Guarantor under this Guaranty. Guarantor hereby waives any right or defense arising from Agent's failure to marshal assets or to pursue claims or remedies in any particular order.
ARTICLE 10 — MISCELLANEOUS
Section 10.1 — Governing Law.
This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction), except to the extent that federal law may be applicable.
Section 10.2 — Jurisdiction; Venue.
Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court of the State of New York sitting in the Borough of Manhattan, City of New York, and any appellate courts therefrom, in any action, suit, or proceeding arising out of or relating to this Guaranty or the transactions contemplated hereby. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law: (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court; and (b) any defense of inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 10.2 shall affect the right of Agent to bring any action, suit, or proceeding against Guarantor or its assets in the courts of any other jurisdiction to the extent permitted by applicable law.
Section 10.3 — WAIVER OF JURY TRIAL.
GUARANTOR AND AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OF THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. GUARANTOR AND AGENT EACH HEREBY AGREE THAT ANY SUCH ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. GUARANTOR AND AGENT EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO EACH PARTY'S AGREEMENT TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY, THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS WAIVER, AND THAT EACH PARTY HAS HAD AN ADEQUATE OPPORTUNITY TO CONSIDER THE IMPLICATIONS OF THIS WAIVER. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, RESTATEMENTS, OR MODIFICATIONS OF THIS GUARANTY.
Section 10.4 — Notices.