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

senior-mortgage-note.docx DOCUMENT Real Estate

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PROMISSORY NOTE

$475,000,000.00

June 15, 2025 New York, New York

C&H Matter No. 1031-00004

FOR VALUE RECEIVED, HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company ("Maker"), hereby unconditionally promises to pay to the order of IRONCLAD NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent for the benefit of the Lenders party to the Loan Agreement referenced herein ("Agent" or "Payee"), the principal sum of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), or such lesser amount as may from time to time be outstanding hereunder, together with interest thereon from the date hereof, all in accordance with the terms and conditions of this Promissory Note (this "Note") and that certain Senior Mortgage Loan Agreement of even date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") among Maker, Agent, and the Lenders party thereto.

This Note evidences the loan (the "Loan") made by the Lenders to Maker pursuant to the Loan Agreement. The Loan is secured by, among other things, the Mortgage (as defined below) encumbering the Property (as defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

1. Defined Terms

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

"Business Day" means any day other than a Saturday, a Sunday, or a day on which national banking associations in New York, New York are authorized or required by law, regulation, or executive order to close. For purposes of any determination of Term SOFR or any calculation or payment related thereto, the term "Business Day" shall also mean any day that is a U.S. Government Securities Business Day (i.e., any day except for a Saturday, a Sunday, or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities).

"Default Rate" means a rate per annum equal to the lesser of (a) the Interest Rate then in effect plus five hundred (500) basis points (5.00%) per annum and (b) the maximum rate of interest permitted by applicable law.

"Interest Rate" means a per annum rate equal to Term SOFR (as defined below) plus four hundred twenty-five (425) basis points (4.25%) per annum, calculated in accordance with Section 2.1 of this Note; provided, however, that in no event shall the Interest Rate be less than the sum of the SOFR Floor plus four hundred twenty-five (425) basis points per annum.

"Loan Agreement" means that certain Senior Mortgage Loan Agreement of even date hereof, among Maker, Agent, and the Lenders party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

"Maturity Date" means June 15, 2029 (the "Initial Maturity Date"), as such date may be extended pursuant to Section 5 hereof to (a) June 15, 2030 (the "First Extended Maturity Date") and/or (b) June 15, 2031 (the "Final Extended Maturity Date"), in each case subject to the satisfaction of the conditions set forth in Section 5.3 hereof.

"Mortgage" means that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date hereof, executed and delivered by Maker to and for the benefit of Agent, encumbering the Property, as the same may be amended, restated, supplemented, or otherwise modified from time to time, and recorded or to be recorded in the Office of the City Register of the City of New York, New York County.

"Other Loan Documents" means, collectively, the Loan Agreement, the Mortgage, the Assignment of Leases and Rents, the Cash Management Agreement, the Guaranty, the Environmental Indemnity Agreement, and all other documents, instruments, certificates, and agreements now or hereafter executed and/or delivered in connection with, arising out of, or relating to the Loan, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Property" means the real property, together with all improvements, fixtures, easements, rights, privileges, and appurtenances thereunto belonging or in any way appertaining, located at 450 West 34th Street, New York, New York 10001 (designated for tax purposes as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City of New York), as more particularly described in Exhibit A attached hereto and made a part hereof.

"SOFR Floor" means one percent (1.00%) per annum.

"Term SOFR" means, for any Interest Period, the forward-looking term rate based on the Secured Overnight Financing Rate for a one (1)-month interest period as published by CME Group Benchmark Administration Limited (or any successor administrator acceptable to Agent in its reasonable discretion), as such rate is determined two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period; provided, however, that in no event shall Term SOFR be less than the SOFR Floor. If Term SOFR as so determined would be less than the SOFR Floor, then Term SOFR shall be deemed to be the SOFR Floor for all purposes of this Note and the Other Loan Documents. In the event that the rate described above is not published or otherwise available for any reason on the applicable determination date, Agent shall determine Term SOFR in accordance with the Benchmark Replacement provisions of the Loan Agreement.

2. Interest Rate

2.1 Applicable Rate

Interest shall accrue on the outstanding principal balance of this Note at the Interest Rate, which shall be equal to Term SOFR (subject to the SOFR Floor of 1.00% per annum) plus four hundred twenty-five (425) basis points (4.25%) per annum. Interest shall be calculated on the basis of a three hundred sixty (360)-day year for the actual number of days elapsed during each Interest Period (including the first day of such Interest Period but excluding the last day of such Interest Period) (the "Actual/360" day-count convention). Maker acknowledges and agrees that the Actual/360 day-count convention results in a higher effective annual interest rate than the nominal Interest Rate stated herein.

2.2 Interest Periods

Each interest period (each, an "Interest Period") shall be a period of one (1) calendar month, commencing on the fifteenth (15th) day of each calendar month and ending on, but excluding, the fifteenth (15th) day of the immediately succeeding calendar month; provided, however, that (a) the initial Interest Period shall commence on the date of this Note and shall end on, but exclude, July 15, 2025; (b) the final Interest Period shall end on, but exclude, the Maturity Date (as the same may be extended pursuant to Section 5 hereof); (c) if the fifteenth (15th) day of any calendar month is not a Business Day, the relevant Interest Period shall commence on or end on (as applicable) the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall commence on or end on (as applicable) the immediately preceding Business Day (the "end-of-month convention"); and (d) no Interest Period shall extend beyond the Maturity Date.

2.3 SOFR Benchmark Replacement

If at any time Agent determines (which determination shall be conclusive absent manifest error) that (a) Term SOFR has ceased to be published or is no longer available on a permanent or indefinite basis, (b) the administrator of Term SOFR or a governmental authority having jurisdiction over Agent has made a public statement identifying a specific date after which Term SOFR shall no longer be made available or used for determining the interest rate of loans, or (c) the regulatory supervisor for the administrator of Term SOFR has determined that Term SOFR is no longer representative, then Agent shall select a Benchmark Replacement in accordance with the provisions of the Loan Agreement, which provisions incorporate the Alternative Reference Rates Committee ("ARRC") recommended benchmark replacement waterfall. Any such Benchmark Replacement shall include a Benchmark Replacement Adjustment as set forth in the Loan Agreement. Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Other Loan Documents, any amendments implementing such Benchmark Replacement Conforming Changes shall become effective without any further action or consent of Maker or any Lender. All administrative matters related to a Benchmark Replacement, including but not limited to the timing and frequency of determining rates and making payments of interest, shall be governed by the applicable provisions of the Loan Agreement.

2.4 Default Rate

Upon the occurrence and during the continuance of any Event of Default (as defined in Section 6 hereof), and regardless of whether or not Agent has accelerated the Loan, interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate (i.e., the Interest Rate then in effect plus five hundred (500) basis points per annum; provided, however, that the Default Rate shall in no event exceed the maximum rate of interest permitted by applicable law). Default interest shall be payable on demand by Agent and shall be computed from the date of the occurrence of such Event of Default until such Event of Default is cured or waived in writing by Agent (acting on behalf of the requisite Lenders), or until all amounts due hereunder are paid in full, whichever first occurs. The imposition or collection of default interest shall not constitute a waiver of any Event of Default or any right or remedy of Agent or any Lender.

2.5 Usury Savings

Notwithstanding any provision of this Note, the Loan Agreement, or any Other Loan Document to the contrary, in no event shall the aggregate of all interest paid or agreed to be paid by Maker to Agent or the Lenders for the use, forbearance, or detention of the indebtedness evidenced by this Note exceed the maximum rate of interest permitted to be charged by applicable law (the "Maximum Lawful Rate"). If the effective rate of interest that would otherwise be payable hereunder or under the Loan Agreement would exceed the Maximum Lawful Rate, then the rate of interest payable hereunder and under the Loan Agreement shall automatically be reduced to the Maximum Lawful Rate. Any interest paid in excess of the Maximum Lawful Rate shall be applied first to the then-outstanding principal balance of this Note, and if such excess exceeds the outstanding principal balance, then the remainder shall be refunded to Maker. In determining whether the interest paid or payable exceeds the Maximum Lawful Rate, Maker and Agent shall, to the fullest extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout such term.

3. Payment Terms

3.1 Interest-Only Payments

The Loan shall be interest-only for the entire term hereof, including any Extension Period (as defined in Section 5 hereof). No scheduled amortization of principal shall be required. Monthly payments of accrued and unpaid interest shall be due and payable in arrears on the fifteenth (15th) day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) (each, a "Payment Date"), commencing on July 15, 2025, and continuing on each successive Payment Date thereafter through and including the Maturity Date (as the same may be extended pursuant to Section 5 hereof). The first interest payment due on July 15, 2025 shall cover the period from and including the date of this Note (June 15, 2025) through and including July 14, 2025. A final payment of all accrued and unpaid interest shall be due and payable on the Maturity Date concurrently with the payment of the outstanding principal balance.

3.2 Payment of Principal at Maturity

The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in Section 4.2 hereof), and all other amounts then due and owing under this Note and the Other Loan Documents, shall be due and payable in full on the Maturity Date (as the same may be extended pursuant to Section 5 hereof). It is expressly understood and agreed that no principal payments are due prior to the Maturity Date except as provided in Section 4 hereof.

3.3 Manner of Payment

All payments of principal, interest, and other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without offset, deduction, counterclaim, or withholding of any kind (except as may be required by applicable law), and shall be made to Agent by wire transfer of immediately available funds to the following account (or to such other account as Agent may designate in writing from time to time):

Bank: Ironclad National Bank, N.A. ABA Routing Number: 021-003-178 Account Name: As designated by Agent in writing Reference: Hudson Yards West Mortgage LLC / Loan No. INBA-2025-RE-0477

For further credit to the account designated by Agent from time to time.

Any payment received by Agent after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for all purposes, including for purposes of determining whether such payment was made when due. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of accrued interest.

3.4 Application of Payments

Except as otherwise expressly provided in the Loan Agreement, all payments received by Agent on account of the Loan shall be applied in the following order of priority: first, to the payment of any late charges, costs of collection, and other fees and expenses then due and owing under this Note and the Other Loan Documents; second, to the payment of all accrued and unpaid interest (including default interest, if any) on the outstanding principal balance; third, to the reduction of the outstanding principal balance; and fourth, to any other amounts then due and owing under the Other Loan Documents. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent may apply payments in such order and manner as Agent shall determine in its sole discretion, subject to the terms of the Loan Agreement.

4. Prepayment

4.1 Voluntary Prepayment

Maker may prepay the outstanding principal balance of this Note, in whole or in part, at any time, upon not less than thirty (30) days' prior irrevocable written notice to Agent specifying the date of such prepayment and the principal amount to be prepaid, subject to (a) payment of the Exit Fee as set forth in Section 4.2 hereof, and (b) payment of any Breakage Costs as set forth in Section 4.3 hereof. Any partial prepayment shall be in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof. Partial prepayments shall be applied in inverse order of maturity (or, to the extent no amortization applies, to the outstanding principal balance) or as otherwise directed by Agent in accordance with the Loan Agreement. Any notice of prepayment delivered by Maker shall be irrevocable and shall constitute a binding obligation of Maker to prepay on the date and in the amount specified therein; provided, however, that if such notice is conditioned upon the occurrence of a refinancing or other event, such notice may be revocable upon written notice to Agent not less than five (5) Business Days prior to the scheduled prepayment date. No prepaid amount may be re-borrowed.

4.2 Exit Fee

Upon any prepayment of the outstanding principal balance of this Note, whether voluntary or mandatory (including at maturity or upon acceleration following an Event of Default), Maker shall pay to Agent, for the ratable benefit of the Lenders, an exit fee (the "Exit Fee") in an amount equal to twenty-five basis points (0.25%) of the outstanding principal balance being prepaid or repaid. The Exit Fee shall be fully earned, due, and payable on the date of such prepayment or repayment and shall constitute additional interest under this Note. The Exit Fee shall be payable regardless of the reason for or circumstances of such prepayment, including by reason of acceleration, and Maker acknowledges that the Exit Fee is a reasonable estimate of the costs and expenses that will be incurred by the Lenders in connection with the prepayment of the Loan and does not constitute a penalty.

4.3 Breakage Costs

If any prepayment of all or any portion of the outstanding principal balance of this Note is made on a date other than the last day of the then-applicable Interest Period, Maker shall pay to Agent, for the ratable benefit of the Lenders, any and all Breakage Costs (as such term is defined in the Loan Agreement) incurred by the Lenders as a result of such prepayment. Such Breakage Costs shall include, without limitation, any loss, cost, or expense arising from the liquidation or redeployment of deposits or funds obtained by any Lender in order to maintain the Loan or any portion thereof for the relevant Interest Period. The determination of Breakage Costs by Agent (or any Lender) shall be conclusive and binding on Maker absent manifest error.

4.4 Mandatory Prepayment

Maker shall make mandatory prepayments of the outstanding principal balance of this Note upon the occurrence of any mandatory prepayment event as set forth in the Loan Agreement, including, without limitation, (a) the receipt of insurance proceeds arising from a casualty affecting the Property (to the extent not applied to restoration), (b) the receipt of condemnation awards or proceeds arising from a taking or threatened taking of all or any part of the Property, (c) excess cash flow sweeps as described in the Loan Agreement, and (d) asset disposition proceeds. All mandatory prepayments shall be subject to the payment of the Exit Fee as set forth in Section 4.2 hereof and, to the extent applicable, Breakage Costs as set forth in Section 4.3 hereof.

5. Extension Options

5.1 First Extension Option

Maker shall have the option (the "First Extension Option") to extend the Initial Maturity Date of June 15, 2029 for one (1) additional period of twelve (12) months, such that the Maturity Date of this Note shall be extended to June 15, 2030 (the "First Extended Maturity Date"), subject to the timely satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. The period from the Initial Maturity Date through the First Extended Maturity Date is referred to herein as the "First Extension Period."

5.2 Second Extension Option

Provided that the First Extension Option has been duly exercised and remains in effect, Maker shall have the option (the "Second Extension Option" and, together with the First Extension Option, the "Extension Options") to further extend the First Extended Maturity Date of June 15, 2030 for one (1) additional period of twelve (12) months, such that the Maturity Date of this Note shall be further extended to June 15, 2031 (the "Final Extended Maturity Date"), subject to the timely satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. The period from the First Extended Maturity Date through the Final Extended Maturity Date is referred to herein as the "Second Extension Period" and, together with the First Extension Period, each an "Extension Period."

5.3 Extension Conditions

Each Extension Option shall be exercisable only upon the timely and complete satisfaction of each of the following conditions precedent (the "Extension Conditions"):

(a) No Default. No Event of Default, and no event or condition that with the giving of notice or the lapse of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of delivery of the Extension Notice or as of the then-current Maturity Date.

(b) Timely Notice. Maker shall have delivered irrevocable written notice (an "Extension Notice") to Agent of its election to exercise the applicable Extension Option not less than sixty (60) days and not more than one hundred twenty (120) days prior to the then-current Maturity Date.

(c) Interest Rate Cap. Maker shall have purchased, at its sole cost and expense, an interest rate cap agreement or similar hedging instrument (an "Interest Rate Cap") in form and substance, and from a counterparty, acceptable to Agent in its reasonable discretion, for the applicable Extension Period, in a notional amount not less than the then-outstanding principal balance of this Note, with a strike rate not greater than the rate specified in the Loan Agreement.

(d) Financial Covenants. As of the date of the exercise of the applicable Extension Option and as of the then-current Maturity Date, Maker shall have satisfied each of the following financial covenants, as determined by Agent in accordance with the Loan Agreement:

(i) The Debt Service Coverage Ratio ("DSCR"), calculated on the basis of the trailing twelve (12) months of net operating income, shall be not less than 1.20 to 1.00 (i.e., DSCR ≥ 1.20x);

(ii) The combined loan-to-value ratio ("LTV"), as determined by an appraisal satisfactory to Agent, shall not exceed seventy percent (70.0%) (i.e., LTV ≤ 70.0%); and

(iii) The Debt Yield, calculated as the trailing twelve (12) months of net operating income divided by the then-outstanding principal balance, shall be not less than eight percent (8.0%) (i.e., Debt Yield ≥ 8.0%).

(e) Extension Fee. Maker shall have paid to Agent, for the ratable benefit of the Lenders, an extension fee in the amount specified in the Loan Agreement, which fee shall be fully earned and non-refundable upon payment.

(f) Representations and Warranties. All representations and warranties made by Maker in the Loan Agreement and the Other Loan Documents shall be true and correct in all material respects (or, with respect to any representations and warranties that are qualified by materiality, in all respects) as of the date of delivery of the Extension Notice and as of the commencement of the applicable Extension Period, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

(g) Other Conditions. Maker shall have satisfied all other conditions to the exercise of the applicable Extension Option as set forth in the Loan Agreement.

6. Events of Default

The occurrence of any one or more of the Events of Default described in the Loan Agreement shall constitute an "Event of Default" under this Note. Without limiting the generality of the foregoing, an Event of Default shall include, but not be limited to, the failure of Maker to pay any amount due under this Note on the date when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment, or otherwise). Upon the occurrence and during the continuance of an Event of Default, Agent may, at its option and without further notice to Maker, declare the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including default interest), the Exit Fee, and all other sums due and owing under this Note and the Other Loan Documents, immediately due and payable in full, without further demand, presentment, protest, or notice of any kind, all of which are hereby expressly waived by Maker to the fullest extent permitted by applicable law. The foregoing shall not limit any automatic acceleration provisions set forth in the Loan Agreement (including, without limitation, automatic acceleration upon the filing of a voluntary petition in bankruptcy by or against Maker).

7. Remedies

Upon the occurrence and during the continuance of any Event of Default, Agent may exercise any and all rights and remedies available to it under this Note, the Loan Agreement, the Mortgage, and the Other Loan Documents, and under applicable law (including, without limitation, the Uniform Commercial Code as in effect in the State of New York). No failure on the part of Agent or any Lender to exercise, and no delay in exercising, any right, remedy, or power hereunder or under any Other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. All rights and remedies of Agent and the Lenders hereunder and under the Other Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law, in equity, or otherwise. Without limiting the generality of the foregoing, Agent shall be entitled to exercise all rights and remedies of a secured party under the Uniform Commercial Code and to foreclose the Mortgage in accordance with applicable law.

8. Waivers by Maker

Maker hereby waives presentment for payment, demand, notice of dishonor, notice of nonpayment, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, and enforcement of this Note, and assents to any extension of time of payment or forbearance or other indulgence granted by Agent or any Lender from time to time with respect to this Note or any Other Loan Document, in each case without notice to or consent of Maker. Maker further waives any right to assert any statute of limitations, laches, or similar defense to the enforcement of this Note or any Other Loan Document. Maker further waives diligence, demand, protest, and notice of every kind and description. No extension of the time for payment of this Note or any installment due hereunder, and no alteration, amendment, or waiver of any provision of this Note, the Loan Agreement, or any Other Loan Document shall release, discharge, modify, change, or affect the liability of Maker under this Note. The obligations of Maker hereunder shall not be affected by any failure of Agent or any Lender to perfect, protect, or enforce any lien, security interest, or encumbrance securing the obligations hereunder. Maker hereby waives any right to a trial by jury in any action or proceeding arising out of or relating to this Note, the Loan Agreement, or any Other Loan Document, which waiver is further set forth in Section 18 hereof.

9. Loan Documents; Security

This Note has been executed and delivered by Maker pursuant to and in accordance with the terms and conditions of the Loan Agreement, and is entitled to all of the benefits and security provided for therein and in the Other Loan Documents. This Note is one of the "Notes" referred to in the Loan Agreement. The indebtedness evidenced by this Note is secured by, among other things:

(a) the Mortgage encumbering the Property located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan);

(b) the Assignment of Leases and Rents of even date hereof, executed and delivered by Maker to and for the benefit of Agent, assigning to Agent, as security for the Loan, all of Maker's right, title, and interest in, to, and under all leases, subleases, licenses, and other occupancy agreements affecting the Property and all rents, issues, profits, revenues, and proceeds therefrom;

(c) the Cash Management Agreement of even date hereof, among Maker, Agent, and the depository bank party thereto, governing the collection and application of all revenues generated by the Property; and

(d) all other Collateral described in the Loan Agreement and the Other Loan Documents, including, without limitation, all personal property, accounts, general intangibles, and other assets of Maker pledged pursuant to the Other Loan Documents.

The lien of the Mortgage and the security interests granted in the Other Loan Documents are given as security for the payment and performance of all obligations of Maker under this Note and the Other Loan Documents. Reference is hereby made to the Loan Agreement and the Other Loan Documents for a description of the properties and assets in which security interests have been granted, the nature and extent of such security interests, the terms and conditions upon which such security interests may be released, and the rights, duties, and obligations of Maker, Agent, and the Lenders with respect thereto.

10. Recourse / Non-Recourse Provisions

Subject to the exceptions expressly set forth in this Section 10 and in the Loan Agreement (including Section [__] thereof), Agent and the Lenders agree to look solely to the Property and the other Collateral for the payment and satisfaction of Maker's obligations evidenced by this Note, the Loan Agreement, and the Other Loan Documents. Notwithstanding the foregoing, and except as limited by the non-recourse provisions of the Loan Agreement, Maker shall be personally liable (and Metropolitan Transit Development Corp., an Illinois government instrumentality, as guarantor (the "Guarantor"), shall be personally liable pursuant to that certain Guaranty and Environmental Indemnity Agreement of even date hereof (the "Guaranty")) for all losses, damages, costs, expenses, liabilities, and obligations arising out of or relating to the following (each, a "Recourse Carve-Out Event"):

(a) fraud or intentional misrepresentation by Maker, Guarantor, or any of their respective affiliates in connection with the Loan;

(b) willful misconduct by Maker, Guarantor, or any of their respective affiliates;

(c) misappropriation or misapplication of any rents, security deposits, insurance proceeds, condemnation awards, or other funds or amounts in violation of the Loan Agreement or the Other Loan Documents;

(d) the filing by Maker or Guarantor of a voluntary petition under the Bankruptcy Code (Title 11 of the United States Code) or any similar federal or state statute, or Maker's or Guarantor's collusion in, solicitation of, or consent to the filing of an involuntary petition under the Bankruptcy Code or any similar federal or state statute;

(e) any environmental liability arising in connection with the Property, as more particularly described in the Environmental Indemnity Agreement of even date hereof; and

(f) any other Recourse Carve-Out Event described in the Loan Agreement or the Guaranty.

In addition, the Loan shall become fully recourse to Maker and Guarantor (such event, a "Springing Recourse Event") upon the occurrence of any of the following: (i) any unauthorized transfer of all or any portion of the Property or any direct or indirect interest in Maker in violation of the Loan Agreement; (ii) the filing by Maker of a voluntary petition under the Bankruptcy Code or Maker's collusion in the filing of an involuntary petition under the Bankruptcy Code; or (iii) any material violation by Maker of the special purpose entity ("SPE") covenants set forth in the Loan Agreement. Upon the occurrence of a Springing Recourse Event, Maker and Guarantor shall be personally liable for the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, the Exit Fee, and all other amounts due under this Note and the Other Loan Documents, as if the non-recourse provisions of this Section 10 and the Loan Agreement did not exist.

11. Governing Law

This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the law of any other jurisdiction; provided, however, that Section 5-1401 and Section 5-1402 of the New York General Obligations Law shall apply. Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Loan Agreement, or any Other Loan Document. Maker hereby irrevocably waives, to the fullest extent permitted by applicable law, 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 any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Maker agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

12. Severability

If any term, provision, covenant, or condition of this Note, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms, provisions, covenants, and conditions of this Note, and the application of such term, provision, covenant, or condition to persons, entities, or circumstances other than those as to which it has been held invalid, illegal, or unenforceable, shall not in any way be affected or impaired thereby, and each term, provision, covenant, and condition of this Note shall be valid and enforceable to the fullest extent permitted by applicable law. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.

13. Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be in writing and shall be given in the manner and to the addresses specified in the Loan Agreement. For informational purposes, the current addresses for notices are as follows:

If to Agent:

Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172

Attention: Kenneth Pryor, Managing Director, Real Estate Finance

Telephone: (212) 555-4100

Email: kpryor@ironcladnational.com

If to Maker:

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

Attention: Lydia Okafor, General Counsel

Telephone: (312) 555-7800

Email: lokafor@metrotransitdev.com

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

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

Attention: Douglas Fairchild

Telephone: (212) 555-2000

Email: dfairchild@calderwoodharkness.com

Any party may change its address for notice purposes by giving written notice of such change to the other parties in accordance with this Section 13 and the Loan Agreement.

14. Successors and Assigns

This Note shall be binding upon Maker and Maker's heirs, executors, administrators, successors, and assigns, and shall inure to the benefit of Agent, the Lenders, and their respective successors, endorsees, transferees, and assigns. Maker may not assign this Note or any of its rights or obligations hereunder without the prior written consent of Agent, which consent may be withheld in Agent's sole and absolute discretion. Any purported assignment by Maker without such consent shall be null and void and of no force or effect. Agent and the Lenders may freely assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any portion of this Note and the Loan (and any interests therein) at any time, in accordance with the terms and conditions of the Loan Agreement. Maker agrees that, upon written notice from Agent, Maker shall make all payments due hereunder to such assignee or transferee (or to Agent for the account of such assignee or transferee) as directed by Agent.

15. Amendments and Modifications

This Note may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by Maker and Agent (acting on behalf of the requisite Lenders under the Loan Agreement as required by the terms thereof). No oral agreement or course of dealing among the parties shall be effective to amend, modify, or waive any provision of this Note.

16. Conflict with Loan Agreement

In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern, control, and prevail in all respects; provided, however, that the unconditional promise to pay set forth in this Note and the Maker's obligation to pay the principal sum, interest, and other amounts stated herein shall not be deemed to conflict with or be limited by the Loan Agreement. The inclusion of specific provisions in this Note shall not be construed as limiting the scope of the more general provisions of the Loan Agreement.

17. Lost, Stolen, or Destroyed Note

Upon receipt by Maker of (a) an affidavit of Agent (or any Lender) in form and substance reasonably satisfactory to Maker, stating the circumstances of the loss, theft, or destruction of this Note (or any replacement note previously issued pursuant to this Section 17), and (b) an indemnity from Agent (or such Lender) in form and substance reasonably satisfactory to Maker, indemnifying and holding Maker harmless from and against any and all losses, costs, damages, expenses, claims, and liabilities (including reasonable attorneys' fees) arising out of or relating to the issuance of a replacement note, Maker shall, at its sole cost and expense, execute and deliver to Agent (or such Lender) a replacement note in the same principal amount and otherwise of like tenor as this Note, in substitution for and replacement of this Note. Upon such execution and delivery, this Note (or any prior replacement note) shall be deemed cancelled and of no further force or effect. Any replacement note issued pursuant to this Section 17 shall constitute an original obligation of Maker and shall be entitled to all of the benefits of this Note and the Other Loan Documents.

18. WAIVER OF JURY TRIAL

MAKER AND AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. MAKER AND AGENT EACH ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS TRANSACTION, THAT EACH HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION HEREWITH, AND THAT EACH HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. MAKER AND AGENT EACH CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER.

19. Time of the Essence

Time is of the essence with respect to each and every obligation, covenant, agreement, and undertaking of Maker under this Note, the Loan Agreement, and the Other Loan Documents.

20. Entire Agreement

This Note, together with the Loan Agreement and the Other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, and understandings, whether oral or written, relating to such subject matter. There are no oral agreements or other understandings between or among the parties hereto relating to the Loan that are not embodied in this Note, the Loan Agreement, or the Other Loan Documents.

[Remainder of page intentionally left blank; signature page follows.]

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

MAKER:

HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company

By: Metropolitan Transit Development Corp.,

an Illinois government instrumentality, its sole member

By: ________

Name: David Harrington

Title: Executive Director

Date: June 15, 2025

ACKNOWLEDGED AND AGREED (as to form and delivery, and not as a co-obligor or guarantor):

IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent

By: ________

Name: Kenneth Pryor

Title: Managing Director, Real Estate Finance

Date: June 15, 2025

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

ALL that certain plot, piece, or parcel of land, with the buildings and improvements thereon erected, situate, lying, and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:

PARCEL 1 (Block 729, Lot 1):

BEGINNING at a point on the northerly side of West 34th Street, distant 100 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;

RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;

THENCE westerly along the southerly side of West 35th Street, 200 feet;

THENCE southerly and again parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;

THENCE easterly along the northerly side of West 34th Street, 200 feet to the point or place of BEGINNING.

PARCEL 2 (Block 729, Lot 5):

BEGINNING at a point on the northerly side of West 34th Street, distant 300 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;

RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;

THENCE westerly along the southerly side of West 35th Street, 125 feet;

THENCE southerly and again parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;

THENCE easterly along the northerly side of West 34th Street, 125 feet to the point or place of BEGINNING.

PARCEL 3 (Block 729, Lot 12):

BEGINNING at a point on the northerly side of West 34th Street, distant 425 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;

RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;

THENCE westerly along the southerly side of West 35th Street, 100 feet;

THENCE southerly and again parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;

THENCE easterly along the northerly side of West 34th Street, 100 feet to the point or place of BEGINNING.

PARCEL 4 (Block 729, Lot 15):

BEGINNING at a point on the northerly side of West 34th Street, distant 525 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;

RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;

THENCE westerly along the southerly side of West 35th Street, 75 feet to the easterly side of Eleventh Avenue;

THENCE southerly along the easterly side of Eleventh Avenue, 197 feet 6 inches to the northerly side of West 34th Street;

THENCE easterly along the northerly side of West 34th Street, 75 feet to the point or place of BEGINNING.

Said premises are also known by the street address 450 West 34th Street, New York, New York 10001.

Tax Map Identification: Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15.

Ground Lease Reference: The above-described premises are subject to and benefit from that certain Ground Lease dated as of June 1, 2020 (the "Ground Lease"), between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp., as tenant, recorded in the Office of the City Register of the City of New York on June 15, 2020 under CRFN 2020000198762, as amended by that certain First Amendment to Ground Lease dated as of March 10, 2022, recorded under CRFN 2022000087341, as assigned to Hudson Yards West Mortgage LLC pursuant to that certain Assignment and Assumption of Ground Lease dated as of the date hereof.

TOGETHER WITH all buildings, structures, and other improvements now or hereafter erected, constructed, or situated upon the above-described land; all fixtures of every kind and nature whatsoever now or hereafter affixed to or used in connection with the above-described land or any such buildings, structures, or improvements; all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights, and powers, minerals, flowers, shrubs, crops, trees, timber, and other emblements now or hereafter located on the above-described land or under or above the same, or any part or parcel thereof, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, and appurtenances, reversion and reversions, remainder and remainders, whatsoever, in any way belonging, relating, or appertaining to the above-described land or any part thereof, or which hereafter shall in any way belong, relate, or be appurtenant thereto, whether now owned or hereafter acquired by Maker, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof, and all the estate, right, title, interest, claim, and demand whatsoever of Maker therein and in the streets and roads adjoining the above-described land or any part thereof.

This Exhibit A is attached to and forms a part of that certain Promissory Note dated June 15, 2025, made by Hudson Yards West Mortgage LLC in favor of Ironclad National Bank, N.A., as Administrative Agent, in the original principal amount of $475,000,000.00.

PROMISSORY NOTE
$475,000,000.00
June 15, 2025 New York, New York
C&H Matter No. 1031-00004
FOR VALUE RECEIVED, HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company ("Maker"), hereby unconditionally promises to pay to the order of IRONCLAD NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent for the benefit of the Lenders party to the Loan Agreement referenced herein ("Agent" or "Payee"), the principal sum of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00), or such lesser amount as may from time to time be outstanding hereunder, together with interest thereon from the date hereof, all in accordance with the terms and conditions of this Promissory Note (this "Note") and that certain Senior Mortgage Loan Agreement of even date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement") among Maker, Agent, and the Lenders party thereto.
This Note evidences the loan (the "Loan") made by the Lenders to Maker pursuant to the Loan Agreement. The Loan is secured by, among other things, the Mortgage (as defined below) encumbering the Property (as defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
1. Defined Terms
As used in this Note, the following terms shall have the following meanings:
"Business Day" means any day other than a Saturday, a Sunday, or a day on which national banking associations in New York, New York are authorized or required by law, regulation, or executive order to close. For purposes of any determination of Term SOFR or any calculation or payment related thereto, the term "Business Day" shall also mean any day that is a U.S. Government Securities Business Day (i.e., any day except for a Saturday, a Sunday, or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities).
"Default Rate" means a rate per annum equal to the lesser of (a) the Interest Rate then in effect plus five hundred (500) basis points (5.00%) per annum and (b) the maximum rate of interest permitted by applicable law.
"Interest Rate" means a per annum rate equal to Term SOFR (as defined below) plus four hundred twenty-five (425) basis points (4.25%) per annum, calculated in accordance with Section 2.1 of this Note; provided, however, that in no event shall the Interest Rate be less than the sum of the SOFR Floor plus four hundred twenty-five (425) basis points per annum.
"Loan Agreement" means that certain Senior Mortgage Loan Agreement of even date hereof, among Maker, Agent, and the Lenders party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
"Maturity Date" means June 15, 2029 (the "Initial Maturity Date"), as such date may be extended pursuant to Section 5 hereof to (a) June 15, 2030 (the "First Extended Maturity Date") and/or (b) June 15, 2031 (the "Final Extended Maturity Date"), in each case subject to the satisfaction of the conditions set forth in Section 5.3 hereof.
"Mortgage" means that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date hereof, executed and delivered by Maker to and for the benefit of Agent, encumbering the Property, as the same may be amended, restated, supplemented, or otherwise modified from time to time, and recorded or to be recorded in the Office of the City Register of the City of New York, New York County.
"Other Loan Documents" means, collectively, the Loan Agreement, the Mortgage, the Assignment of Leases and Rents, the Cash Management Agreement, the Guaranty, the Environmental Indemnity Agreement, and all other documents, instruments, certificates, and agreements now or hereafter executed and/or delivered in connection with, arising out of, or relating to the Loan, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Property" means the real property, together with all improvements, fixtures, easements, rights, privileges, and appurtenances thereunto belonging or in any way appertaining, located at 450 West 34th Street, New York, New York 10001 (designated for tax purposes as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City of New York), as more particularly described in Exhibit A attached hereto and made a part hereof.
"SOFR Floor" means one percent (1.00%) per annum.
"Term SOFR" means, for any Interest Period, the forward-looking term rate based on the Secured Overnight Financing Rate for a one (1)-month interest period as published by CME Group Benchmark Administration Limited (or any successor administrator acceptable to Agent in its reasonable discretion), as such rate is determined two (2) U.S. Government Securities Business Days prior to the commencement of such Interest Period; provided, however, that in no event shall Term SOFR be less than the SOFR Floor. If Term SOFR as so determined would be less than the SOFR Floor, then Term SOFR shall be deemed to be the SOFR Floor for all purposes of this Note and the Other Loan Documents. In the event that the rate described above is not published or otherwise available for any reason on the applicable determination date, Agent shall determine Term SOFR in accordance with the Benchmark Replacement provisions of the Loan Agreement.
2. Interest Rate
2.1 Applicable Rate
Interest shall accrue on the outstanding principal balance of this Note at the Interest Rate, which shall be equal to Term SOFR (subject to the SOFR Floor of 1.00% per annum) plus four hundred twenty-five (425) basis points (4.25%) per annum. Interest shall be calculated on the basis of a three hundred sixty (360)-day year for the actual number of days elapsed during each Interest Period (including the first day of such Interest Period but excluding the last day of such Interest Period) (the "Actual/360" day-count convention). Maker acknowledges and agrees that the Actual/360 day-count convention results in a higher effective annual interest rate than the nominal Interest Rate stated herein.
2.2 Interest Periods
Each interest period (each, an "Interest Period") shall be a period of one (1) calendar month, commencing on the fifteenth (15th) day of each calendar month and ending on, but excluding, the fifteenth (15th) day of the immediately succeeding calendar month; provided, however, that (a) the initial Interest Period shall commence on the date of this Note and shall end on, but exclude, July 15, 2025; (b) the final Interest Period shall end on, but exclude, the Maturity Date (as the same may be extended pursuant to Section 5 hereof); (c) if the fifteenth (15th) day of any calendar month is not a Business Day, the relevant Interest Period shall commence on or end on (as applicable) the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall commence on or end on (as applicable) the immediately preceding Business Day (the "end-of-month convention"); and (d) no Interest Period shall extend beyond the Maturity Date.
2.3 SOFR Benchmark Replacement
If at any time Agent determines (which determination shall be conclusive absent manifest error) that (a) Term SOFR has ceased to be published or is no longer available on a permanent or indefinite basis, (b) the administrator of Term SOFR or a governmental authority having jurisdiction over Agent has made a public statement identifying a specific date after which Term SOFR shall no longer be made available or used for determining the interest rate of loans, or (c) the regulatory supervisor for the administrator of Term SOFR has determined that Term SOFR is no longer representative, then Agent shall select a Benchmark Replacement in accordance with the provisions of the Loan Agreement, which provisions incorporate the Alternative Reference Rates Committee ("ARRC") recommended benchmark replacement waterfall. Any such Benchmark Replacement shall include a Benchmark Replacement Adjustment as set forth in the Loan Agreement. Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Other Loan Documents, any amendments implementing such Benchmark Replacement Conforming Changes shall become effective without any further action or consent of Maker or any Lender. All administrative matters related to a Benchmark Replacement, including but not limited to the timing and frequency of determining rates and making payments of interest, shall be governed by the applicable provisions of the Loan Agreement.
2.4 Default Rate
Upon the occurrence and during the continuance of any Event of Default (as defined in Section 6 hereof), and regardless of whether or not Agent has accelerated the Loan, interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate (i.e., the Interest Rate then in effect plus five hundred (500) basis points per annum; provided, however, that the Default Rate shall in no event exceed the maximum rate of interest permitted by applicable law). Default interest shall be payable on demand by Agent and shall be computed from the date of the occurrence of such Event of Default until such Event of Default is cured or waived in writing by Agent (acting on behalf of the requisite Lenders), or until all amounts due hereunder are paid in full, whichever first occurs. The imposition or collection of default interest shall not constitute a waiver of any Event of Default or any right or remedy of Agent or any Lender.
2.5 Usury Savings
Notwithstanding any provision of this Note, the Loan Agreement, or any Other Loan Document to the contrary, in no event shall the aggregate of all interest paid or agreed to be paid by Maker to Agent or the Lenders for the use, forbearance, or detention of the indebtedness evidenced by this Note exceed the maximum rate of interest permitted to be charged by applicable law (the "Maximum Lawful Rate"). If the effective rate of interest that would otherwise be payable hereunder or under the Loan Agreement would exceed the Maximum Lawful Rate, then the rate of interest payable hereunder and under the Loan Agreement shall automatically be reduced to the Maximum Lawful Rate. Any interest paid in excess of the Maximum Lawful Rate shall be applied first to the then-outstanding principal balance of this Note, and if such excess exceeds the outstanding principal balance, then the remainder shall be refunded to Maker. In determining whether the interest paid or payable exceeds the Maximum Lawful Rate, Maker and Agent shall, to the fullest extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is uniform throughout such term.
3. Payment Terms
3.1 Interest-Only Payments
The Loan shall be interest-only for the entire term hereof, including any Extension Period (as defined in Section 5 hereof). No scheduled amortization of principal shall be required. Monthly payments of accrued and unpaid interest shall be due and payable in arrears on the fifteenth (15th) day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) (each, a "Payment Date"), commencing on July 15, 2025, and continuing on each successive Payment Date thereafter through and including the Maturity Date (as the same may be extended pursuant to Section 5 hereof). The first interest payment due on July 15, 2025 shall cover the period from and including the date of this Note (June 15, 2025) through and including July 14, 2025. A final payment of all accrued and unpaid interest shall be due and payable on the Maturity Date concurrently with the payment of the outstanding principal balance.
3.2 Payment of Principal at Maturity
The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon, the Exit Fee (as defined in Section 4.2 hereof), and all other amounts then due and owing under this Note and the Other Loan Documents, shall be due and payable in full on the Maturity Date (as the same may be extended pursuant to Section 5 hereof). It is expressly understood and agreed that no principal payments are due prior to the Maturity Date except as provided in Section 4 hereof.
3.3 Manner of Payment
All payments of principal, interest, and other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without offset, deduction, counterclaim, or withholding of any kind (except as may be required by applicable law), and shall be made to Agent by wire transfer of immediately available funds to the following account (or to such other account as Agent may designate in writing from time to time):
Bank: Ironclad National Bank, N.A. ABA Routing Number: 021-003-178 Account Name: As designated by Agent in writing Reference: Hudson Yards West Mortgage LLC / Loan No. INBA-2025-RE-0477
For further credit to the account designated by Agent from time to time.
Any payment received by Agent after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for all purposes, including for purposes of determining whether such payment was made when due. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of accrued interest.
3.4 Application of Payments
Except as otherwise expressly provided in the Loan Agreement, all payments received by Agent on account of the Loan shall be applied in the following order of priority: first, to the payment of any late charges, costs of collection, and other fees and expenses then due and owing under this Note and the Other Loan Documents; second, to the payment of all accrued and unpaid interest (including default interest, if any) on the outstanding principal balance; third, to the reduction of the outstanding principal balance; and fourth, to any other amounts then due and owing under the Other Loan Documents. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent may apply payments in such order and manner as Agent shall determine in its sole discretion, subject to the terms of the Loan Agreement.
4. Prepayment
4.1 Voluntary Prepayment
Maker may prepay the outstanding principal balance of this Note, in whole or in part, at any time, upon not less than thirty (30) days' prior irrevocable written notice to Agent specifying the date of such prepayment and the principal amount to be prepaid, subject to (a) payment of the Exit Fee as set forth in Section 4.2 hereof, and (b) payment of any Breakage Costs as set forth in Section 4.3 hereof. Any partial prepayment shall be in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof. Partial prepayments shall be applied in inverse order of maturity (or, to the extent no amortization applies, to the outstanding principal balance) or as otherwise directed by Agent in accordance with the Loan Agreement. Any notice of prepayment delivered by Maker shall be irrevocable and shall constitute a binding obligation of Maker to prepay on the date and in the amount specified therein; provided, however, that if such notice is conditioned upon the occurrence of a refinancing or other event, such notice may be revocable upon written notice to Agent not less than five (5) Business Days prior to the scheduled prepayment date. No prepaid amount may be re-borrowed.
4.2 Exit Fee
Upon any prepayment of the outstanding principal balance of this Note, whether voluntary or mandatory (including at maturity or upon acceleration following an Event of Default), Maker shall pay to Agent, for the ratable benefit of the Lenders, an exit fee (the "Exit Fee") in an amount equal to twenty-five basis points (0.25%) of the outstanding principal balance being prepaid or repaid. The Exit Fee shall be fully earned, due, and payable on the date of such prepayment or repayment and shall constitute additional interest under this Note. The Exit Fee shall be payable regardless of the reason for or circumstances of such prepayment, including by reason of acceleration, and Maker acknowledges that the Exit Fee is a reasonable estimate of the costs and expenses that will be incurred by the Lenders in connection with the prepayment of the Loan and does not constitute a penalty.
4.3 Breakage Costs
If any prepayment of all or any portion of the outstanding principal balance of this Note is made on a date other than the last day of the then-applicable Interest Period, Maker shall pay to Agent, for the ratable benefit of the Lenders, any and all Breakage Costs (as such term is defined in the Loan Agreement) incurred by the Lenders as a result of such prepayment. Such Breakage Costs shall include, without limitation, any loss, cost, or expense arising from the liquidation or redeployment of deposits or funds obtained by any Lender in order to maintain the Loan or any portion thereof for the relevant Interest Period. The determination of Breakage Costs by Agent (or any Lender) shall be conclusive and binding on Maker absent manifest error.
4.4 Mandatory Prepayment
Maker shall make mandatory prepayments of the outstanding principal balance of this Note upon the occurrence of any mandatory prepayment event as set forth in the Loan Agreement, including, without limitation, (a) the receipt of insurance proceeds arising from a casualty affecting the Property (to the extent not applied to restoration), (b) the receipt of condemnation awards or proceeds arising from a taking or threatened taking of all or any part of the Property, (c) excess cash flow sweeps as described in the Loan Agreement, and (d) asset disposition proceeds. All mandatory prepayments shall be subject to the payment of the Exit Fee as set forth in Section 4.2 hereof and, to the extent applicable, Breakage Costs as set forth in Section 4.3 hereof.
5. Extension Options
5.1 First Extension Option
Maker shall have the option (the "First Extension Option") to extend the Initial Maturity Date of June 15, 2029 for one (1) additional period of twelve (12) months, such that the Maturity Date of this Note shall be extended to June 15, 2030 (the "First Extended Maturity Date"), subject to the timely satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. The period from the Initial Maturity Date through the First Extended Maturity Date is referred to herein as the "First Extension Period."
5.2 Second Extension Option
Provided that the First Extension Option has been duly exercised and remains in effect, Maker shall have the option (the "Second Extension Option" and, together with the First Extension Option, the "Extension Options") to further extend the First Extended Maturity Date of June 15, 2030 for one (1) additional period of twelve (12) months, such that the Maturity Date of this Note shall be further extended to June 15, 2031 (the "Final Extended Maturity Date"), subject to the timely satisfaction of all of the conditions precedent set forth in Section 5.3 hereof. The period from the First Extended Maturity Date through the Final Extended Maturity Date is referred to herein as the "Second Extension Period" and, together with the First Extension Period, each an "Extension Period."
5.3 Extension Conditions
Each Extension Option shall be exercisable only upon the timely and complete satisfaction of each of the following conditions precedent (the "Extension Conditions"):
(a) No Default. No Event of Default, and no event or condition that with the giving of notice or the lapse of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of delivery of the Extension Notice or as of the then-current Maturity Date.
(b) Timely Notice. Maker shall have delivered irrevocable written notice (an "Extension Notice") to Agent of its election to exercise the applicable Extension Option not less than sixty (60) days and not more than one hundred twenty (120) days prior to the then-current Maturity Date.
(c) Interest Rate Cap. Maker shall have purchased, at its sole cost and expense, an interest rate cap agreement or similar hedging instrument (an "Interest Rate Cap") in form and substance, and from a counterparty, acceptable to Agent in its reasonable discretion, for the applicable Extension Period, in a notional amount not less than the then-outstanding principal balance of this Note, with a strike rate not greater than the rate specified in the Loan Agreement.
(d) Financial Covenants. As of the date of the exercise of the applicable Extension Option and as of the then-current Maturity Date, Maker shall have satisfied each of the following financial covenants, as determined by Agent in accordance with the Loan Agreement:
(i) The Debt Service Coverage Ratio ("DSCR"), calculated on the basis of the trailing twelve (12) months of net operating income, shall be not less than 1.20 to 1.00 (i.e., DSCR ≥ 1.20x);
(ii) The combined loan-to-value ratio ("LTV"), as determined by an appraisal satisfactory to Agent, shall not exceed seventy percent (70.0%) (i.e., LTV ≤ 70.0%); and
(iii) The Debt Yield, calculated as the trailing twelve (12) months of net operating income divided by the then-outstanding principal balance, shall be not less than eight percent (8.0%) (i.e., Debt Yield ≥ 8.0%).
(e) Extension Fee. Maker shall have paid to Agent, for the ratable benefit of the Lenders, an extension fee in the amount specified in the Loan Agreement, which fee shall be fully earned and non-refundable upon payment.
(f) Representations and Warranties. All representations and warranties made by Maker in the Loan Agreement and the Other Loan Documents shall be true and correct in all material respects (or, with respect to any representations and warranties that are qualified by materiality, in all respects) as of the date of delivery of the Extension Notice and as of the commencement of the applicable Extension Period, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
(g) Other Conditions. Maker shall have satisfied all other conditions to the exercise of the applicable Extension Option as set forth in the Loan Agreement.
6. Events of Default
The occurrence of any one or more of the Events of Default described in the Loan Agreement shall constitute an "Event of Default" under this Note. Without limiting the generality of the foregoing, an Event of Default shall include, but not be limited to, the failure of Maker to pay any amount due under this Note on the date when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment, or otherwise). Upon the occurrence and during the continuance of an Event of Default, Agent may, at its option and without further notice to Maker, declare the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including default interest), the Exit Fee, and all other sums due and owing under this Note and the Other Loan Documents, immediately due and payable in full, without further demand, presentment, protest, or notice of any kind, all of which are hereby expressly waived by Maker to the fullest extent permitted by applicable law. The foregoing shall not limit any automatic acceleration provisions set forth in the Loan Agreement (including, without limitation, automatic acceleration upon the filing of a voluntary petition in bankruptcy by or against Maker).
7. Remedies
Upon the occurrence and during the continuance of any Event of Default, Agent may exercise any and all rights and remedies available to it under this Note, the Loan Agreement, the Mortgage, and the Other Loan Documents, and under applicable law (including, without limitation, the Uniform Commercial Code as in effect in the State of New York). No failure on the part of Agent or any Lender to exercise, and no delay in exercising, any right, remedy, or power hereunder or under any Other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. All rights and remedies of Agent and the Lenders hereunder and under the Other Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law, in equity, or otherwise. Without limiting the generality of the foregoing, Agent shall be entitled to exercise all rights and remedies of a secured party under the Uniform Commercial Code and to foreclose the Mortgage in accordance with applicable law.
8. Waivers by Maker
Maker hereby waives presentment for payment, demand, notice of dishonor, notice of nonpayment, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, and enforcement of this Note, and assents to any extension of time of payment or forbearance or other indulgence granted by Agent or any Lender from time to time with respect to this Note or any Other Loan Document, in each case without notice to or consent of Maker. Maker further waives any right to assert any statute of limitations, laches, or similar defense to the enforcement of this Note or any Other Loan Document. Maker further waives diligence, demand, protest, and notice of every kind and description. No extension of the time for payment of this Note or any installment due hereunder, and no alteration, amendment, or waiver of any provision of this Note, the Loan Agreement, or any Other Loan Document shall release, discharge, modify, change, or affect the liability of Maker under this Note. The obligations of Maker hereunder shall not be affected by any failure of Agent or any Lender to perfect, protect, or enforce any lien, security interest, or encumbrance securing the obligations hereunder. Maker hereby waives any right to a trial by jury in any action or proceeding arising out of or relating to this Note, the Loan Agreement, or any Other Loan Document, which waiver is further set forth in Section 18 hereof.
9. Loan Documents; Security
This Note has been executed and delivered by Maker pursuant to and in accordance with the terms and conditions of the Loan Agreement, and is entitled to all of the benefits and security provided for therein and in the Other Loan Documents. This Note is one of the "Notes" referred to in the Loan Agreement. The indebtedness evidenced by this Note is secured by, among other things:
(a) the Mortgage encumbering the Property located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan);
(b) the Assignment of Leases and Rents of even date hereof, executed and delivered by Maker to and for the benefit of Agent, assigning to Agent, as security for the Loan, all of Maker's right, title, and interest in, to, and under all leases, subleases, licenses, and other occupancy agreements affecting the Property and all rents, issues, profits, revenues, and proceeds therefrom;
(c) the Cash Management Agreement of even date hereof, among Maker, Agent, and the depository bank party thereto, governing the collection and application of all revenues generated by the Property; and
(d) all other Collateral described in the Loan Agreement and the Other Loan Documents, including, without limitation, all personal property, accounts, general intangibles, and other assets of Maker pledged pursuant to the Other Loan Documents.
The lien of the Mortgage and the security interests granted in the Other Loan Documents are given as security for the payment and performance of all obligations of Maker under this Note and the Other Loan Documents. Reference is hereby made to the Loan Agreement and the Other Loan Documents for a description of the properties and assets in which security interests have been granted, the nature and extent of such security interests, the terms and conditions upon which such security interests may be released, and the rights, duties, and obligations of Maker, Agent, and the Lenders with respect thereto.
10. Recourse / Non-Recourse Provisions
Subject to the exceptions expressly set forth in this Section 10 and in the Loan Agreement (including Section [__] thereof), Agent and the Lenders agree to look solely to the Property and the other Collateral for the payment and satisfaction of Maker's obligations evidenced by this Note, the Loan Agreement, and the Other Loan Documents. Notwithstanding the foregoing, and except as limited by the non-recourse provisions of the Loan Agreement, Maker shall be personally liable (and Metropolitan Transit Development Corp., an Illinois government instrumentality, as guarantor (the "Guarantor"), shall be personally liable pursuant to that certain Guaranty and Environmental Indemnity Agreement of even date hereof (the "Guaranty")) for all losses, damages, costs, expenses, liabilities, and obligations arising out of or relating to the following (each, a "Recourse Carve-Out Event"):
(a) fraud or intentional misrepresentation by Maker, Guarantor, or any of their respective affiliates in connection with the Loan;
(b) willful misconduct by Maker, Guarantor, or any of their respective affiliates;
(c) misappropriation or misapplication of any rents, security deposits, insurance proceeds, condemnation awards, or other funds or amounts in violation of the Loan Agreement or the Other Loan Documents;
(d) the filing by Maker or Guarantor of a voluntary petition under the Bankruptcy Code (Title 11 of the United States Code) or any similar federal or state statute, or Maker's or Guarantor's collusion in, solicitation of, or consent to the filing of an involuntary petition under the Bankruptcy Code or any similar federal or state statute;
(e) any environmental liability arising in connection with the Property, as more particularly described in the Environmental Indemnity Agreement of even date hereof; and
(f) any other Recourse Carve-Out Event described in the Loan Agreement or the Guaranty.
In addition, the Loan shall become fully recourse to Maker and Guarantor (such event, a "Springing Recourse Event") upon the occurrence of any of the following: (i) any unauthorized transfer of all or any portion of the Property or any direct or indirect interest in Maker in violation of the Loan Agreement; (ii) the filing by Maker of a voluntary petition under the Bankruptcy Code or Maker's collusion in the filing of an involuntary petition under the Bankruptcy Code; or (iii) any material violation by Maker of the special purpose entity ("SPE") covenants set forth in the Loan Agreement. Upon the occurrence of a Springing Recourse Event, Maker and Guarantor shall be personally liable for the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest, the Exit Fee, and all other amounts due under this Note and the Other Loan Documents, as if the non-recourse provisions of this Section 10 and the Loan Agreement did not exist.
11. Governing Law
This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the law of any other jurisdiction; provided, however, that Section 5-1401 and Section 5-1402 of the New York General Obligations Law shall apply. Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Loan Agreement, or any Other Loan Document. Maker hereby irrevocably waives, to the fullest extent permitted by applicable law, 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 any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Maker agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
12. Severability
If any term, provision, covenant, or condition of this Note, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms, provisions, covenants, and conditions of this Note, and the application of such term, provision, covenant, or condition to persons, entities, or circumstances other than those as to which it has been held invalid, illegal, or unenforceable, shall not in any way be affected or impaired thereby, and each term, provision, covenant, and condition of this Note shall be valid and enforceable to the fullest extent permitted by applicable law. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.
13. Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be in writing and shall be given in the manner and to the addresses specified in the Loan Agreement. For informational purposes, the current addresses for notices are as follows:
If to Agent:
Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Attention: Kenneth Pryor, Managing Director, Real Estate Finance
Telephone: (212) 555-4100
Email: kpryor@ironcladnational.com
If to Maker:
Hudson Yards West Mortgage LLC c/o Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Lydia Okafor, General Counsel
Telephone: (312) 555-7800
Email: lokafor@metrotransitdev.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
Attention: Douglas Fairchild
Telephone: (212) 555-2000
Email: dfairchild@calderwoodharkness.com
Any party may change its address for notice purposes by giving written notice of such change to the other parties in accordance with this Section 13 and the Loan Agreement.
14. Successors and Assigns
This Note shall be binding upon Maker and Maker's heirs, executors, administrators, successors, and assigns, and shall inure to the benefit of Agent, the Lenders, and their respective successors, endorsees, transferees, and assigns. Maker may not assign this Note or any of its rights or obligations hereunder without the prior written consent of Agent, which consent may be withheld in Agent's sole and absolute discretion. Any purported assignment by Maker without such consent shall be null and void and of no force or effect. Agent and the Lenders may freely assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any portion of this Note and the Loan (and any interests therein) at any time, in accordance with the terms and conditions of the Loan Agreement. Maker agrees that, upon written notice from Agent, Maker shall make all payments due hereunder to such assignee or transferee (or to Agent for the account of such assignee or transferee) as directed by Agent.
15. Amendments and Modifications
This Note may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by Maker and Agent (acting on behalf of the requisite Lenders under the Loan Agreement as required by the terms thereof). No oral agreement or course of dealing among the parties shall be effective to amend, modify, or waive any provision of this Note.
16. Conflict with Loan Agreement
In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern, control, and prevail in all respects; provided, however, that the unconditional promise to pay set forth in this Note and the Maker's obligation to pay the principal sum, interest, and other amounts stated herein shall not be deemed to conflict with or be limited by the Loan Agreement. The inclusion of specific provisions in this Note shall not be construed as limiting the scope of the more general provisions of the Loan Agreement.
17. Lost, Stolen, or Destroyed Note
Upon receipt by Maker of (a) an affidavit of Agent (or any Lender) in form and substance reasonably satisfactory to Maker, stating the circumstances of the loss, theft, or destruction of this Note (or any replacement note previously issued pursuant to this Section 17), and (b) an indemnity from Agent (or such Lender) in form and substance reasonably satisfactory to Maker, indemnifying and holding Maker harmless from and against any and all losses, costs, damages, expenses, claims, and liabilities (including reasonable attorneys' fees) arising out of or relating to the issuance of a replacement note, Maker shall, at its sole cost and expense, execute and deliver to Agent (or such Lender) a replacement note in the same principal amount and otherwise of like tenor as this Note, in substitution for and replacement of this Note. Upon such execution and delivery, this Note (or any prior replacement note) shall be deemed cancelled and of no further force or effect. Any replacement note issued pursuant to this Section 17 shall constitute an original obligation of Maker and shall be entitled to all of the benefits of this Note and the Other Loan Documents.
18. WAIVER OF JURY TRIAL
MAKER AND AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. MAKER AND AGENT EACH ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS TRANSACTION, THAT EACH HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION HEREWITH, AND THAT EACH HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. MAKER AND AGENT EACH CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER.
19. Time of the Essence
Time is of the essence with respect to each and every obligation, covenant, agreement, and undertaking of Maker under this Note, the Loan Agreement, and the Other Loan Documents.
20. Entire Agreement
This Note, together with the Loan Agreement and the Other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, and understandings, whether oral or written, relating to such subject matter. There are no oral agreements or other understandings between or among the parties hereto relating to the Loan that are not embodied in this Note, the Loan Agreement, or the Other Loan Documents.
[Remainder of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, Maker has duly executed and delivered this Promissory Note as of the date first written above.
MAKER:
HUDSON YARDS WEST MORTGAGE LLC, a Delaware limited liability company
By: Metropolitan Transit Development Corp.,
an Illinois government instrumentality, its sole member
By: ________
Name: David Harrington
Title: Executive Director
Date: June 15, 2025
ACKNOWLEDGED AND AGREED (as to form and delivery, and not as a co-obligor or guarantor):
IRONCLAD NATIONAL BANK, N.A., a national banking association, as Administrative Agent
By: ________
Name: Kenneth Pryor
Title: Managing Director, Real Estate Finance
Date: June 15, 2025
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
ALL that certain plot, piece, or parcel of land, with the buildings and improvements thereon erected, situate, lying, and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:
PARCEL 1 (Block 729, Lot 1):
BEGINNING at a point on the northerly side of West 34th Street, distant 100 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 200 feet;
THENCE southerly and again parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 200 feet to the point or place of BEGINNING.
PARCEL 2 (Block 729, Lot 5):
BEGINNING at a point on the northerly side of West 34th Street, distant 300 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 125 feet;
THENCE southerly and again parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 125 feet to the point or place of BEGINNING.
PARCEL 3 (Block 729, Lot 12):
BEGINNING at a point on the northerly side of West 34th Street, distant 425 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 100 feet;
THENCE southerly and again parallel with Tenth Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 100 feet to the point or place of BEGINNING.
PARCEL 4 (Block 729, Lot 15):
BEGINNING at a point on the northerly side of West 34th Street, distant 525 feet westerly from the corner formed by the intersection of the northerly side of West 34th Street with the westerly side of Tenth Avenue;
RUNNING THENCE northerly and parallel with Tenth Avenue, 197 feet 6 inches to the southerly side of West 35th Street;
THENCE westerly along the southerly side of West 35th Street, 75 feet to the easterly side of Eleventh Avenue;
THENCE southerly along the easterly side of Eleventh Avenue, 197 feet 6 inches to the northerly side of West 34th Street;
THENCE easterly along the northerly side of West 34th Street, 75 feet to the point or place of BEGINNING.
Said premises are also known by the street address 450 West 34th Street, New York, New York 10001.
Tax Map Identification: Borough of Manhattan, Block 729, Lots 1, 5, 12, and 15.
Ground Lease Reference: The above-described premises are subject to and benefit from that certain Ground Lease dated as of June 1, 2020 (the "Ground Lease"), between New York City Economic Development Corporation ("NYCEDC"), as landlord, and Metropolitan Transit Development Corp., as tenant, recorded in the Office of the City Register of the City of New York on June 15, 2020 under CRFN 2020000198762, as amended by that certain First Amendment to Ground Lease dated as of March 10, 2022, recorded under CRFN 2022000087341, as assigned to Hudson Yards West Mortgage LLC pursuant to that certain Assignment and Assumption of Ground Lease dated as of the date hereof.
TOGETHER WITH all buildings, structures, and other improvements now or hereafter erected, constructed, or situated upon the above-described land; all fixtures of every kind and nature whatsoever now or hereafter affixed to or used in connection with the above-described land or any such buildings, structures, or improvements; all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights, and powers, minerals, flowers, shrubs, crops, trees, timber, and other emblements now or hereafter located on the above-described land or under or above the same, or any part or parcel thereof, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, and appurtenances, reversion and reversions, remainder and remainders, whatsoever, in any way belonging, relating, or appertaining to the above-described land or any part thereof, or which hereafter shall in any way belong, relate, or be appurtenant thereto, whether now owned or hereafter acquired by Maker, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof, and all the estate, right, title, interest, claim, and demand whatsoever of Maker therein and in the streets and roads adjoining the above-described land or any part thereof.
This Exhibit A is attached to and forms a part of that certain Promissory Note dated June 15, 2025, made by Hudson Yards West Mortgage LLC in favor of Ironclad National Bank, N.A., as Administrative Agent, in the original principal amount of $475,000,000.00.

PROMISSORY NOTE

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

Record

Parties

Dates

Amounts