Contract analysis

I. Recording and Filing Obligations A. Mortgage Instruments — New York County Register The following instruments must be recorded with the Office of the City Register, New York County, through the Automated City Register Information System ("ACRIS"). Sentinel Title & Escrow Company ("Sentinel Title"), through its designated recording officer Patricia Eng, has been retained to handle all recordings unless otherwise no

1. Mortgage, Assignment of Leases and Rents, and Security Agreement. The Mortgage, Assignment of Leases and Rents, and Security Agreement (the "Mortgage") executed by Hudson Yards West Mortgage LLC, as Mortgagor, in favor of Ironclad National Bank, N.A., as Agent, as Mortgagee, covering the real property known as Block 729, Lots 1, 5, 12, and 15 (Manhattan), together with all improvements thereon and appurtenances th

2. Assignment of Leasehold Interest. The Collateral Assignment of Leasehold Interest (the "Leasehold Assignment"), assigning HYW Mortgage's interest under the Ground Lease (CRFN 2020000198762) to Ironclad, as Agent, as additional collateral for the Senior Loan, shall be recorded concurrently with the Mortgage. The underlying Ground Lease was entered into by and between the New York City Economic Development Corporati

3. Subordination, Non-Disturbance and Attornment Agreement (SNDA). The Subordination, Non-Disturbance and Attornment Agreement among Ironclad, as Agent, NYCEDC, and HYW Mortgage LLC (the "SNDA") shall be recorded concurrently with the Mortgage and the Leasehold Assignment. The original SNDA was fully executed at Closing and delivered to Sentinel Title for recording. Sentinel Title shall deliver certified recorded cop

4. Consolidation, Extension and Modification Agreement (CEMA). To the extent applicable, and in order to tie the Mortgage to any existing mortgage recording and thereby minimize additional mortgage recording tax liability, a Consolidation, Extension and Modification Agreement (the "CEMA") shall be prepared and recorded concurrently with the Mortgage. Sentinel Title shall coordinate with C&H and Clearfield to determin

1. UCC-1 Financing Statement — Senior Loan (Delaware SOS). A UCC-1 Financing Statement naming Hudson Yards West Mortgage LLC as Debtor and Ironclad National Bank, N.A., as Agent, as Secured Party, shall be filed with the Delaware Secretary of State, which is the jurisdiction of organization of the Debtor. This filing must be completed within three (3) Business Days of Closing. The filing deadline is June 18, 2025. Th

2. UCC-1 Financing Statement — Mezzanine Loan (Delaware SOS). A UCC-1 Financing Statement naming Hudson Yards West Mezzanine LLC as Debtor and Granite Peak Capital Partners, LP, as Secured Party, shall be filed with the Delaware Secretary of State. The filing deadline is June 18, 2025. The collateral description shall encompass 100% of the membership interests in Hudson Yards West Mortgage LLC, as more particularly d

3. UCC-1 Financing Statement — Fixture Filing (New York County Register). A UCC-1 Financing Statement in the form of a fixture filing, naming Hudson Yards West Mortgage LLC as Debtor and Ironclad National Bank, N.A., as Agent, as Secured Party, shall be filed with the New York County Register through ACRIS. This fixture filing shall reference the real property covered by the Mortgage, specifically Block 729, Lots 1,

4. UCC-3 Amendment / Continuation Statements. Section 4.18 of the Senior Loan Agreement requires the Borrower to file continuation statements with respect to each UCC-1 Financing Statement not earlier than six (6) months prior to the five-year expiration of such financing statement and not later than three (3) months prior to such expiration. Based on the anticipated June 2025 filing date, the initial UCC-1 Financing

1. New York City Real Property Transfer Tax Return (NYC RPT). Depending on the characterization of the assignment and assumption of the Ground Lease interest, a New York City Real Property Transfer Tax Return may be required. We have asked Hargrove & Linden LLP ("Hargrove & Linden"), local tax counsel, through Raymond Cho, to analyze whether the Closing transactions trigger a transfer tax filing obligation. If a fili

2. New York State Transfer Tax Return (TP-584). The same analysis applies to the New York State Real Estate Transfer Tax Return (Form TP-584). Hargrove & Linden (Raymond Cho) will coordinate the state transfer tax analysis concurrently with the NYC RPT analysis described above and will advise on whether a TP-584 filing is required. The filing deadline, if applicable, is the same: July 15, 2025.

3. MTDC Annual Report Filing — Illinois Secretary of State. MTDC must maintain its good standing with the Illinois Secretary of State by filing its annual report when due. MTDC should confirm that its most recent annual report has been filed and that it is in good standing as of the Closing Date. Ongoing good standing is a covenant under both the Senior Loan Agreement and the Mezzanine Loan Agreement.

4. SPE Entity Formation and Qualification. With respect to Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC: (a) Certificates of Formation (Delaware). Confirm that the Certificates of Formation for each entity have been filed with the Delaware Secretary of State. If these filings were not completed prior to Closing, they must be completed immediately and evidence of filing provided to C&H (Rafael Do

II. Title Insurance A. Final ALTA Title Policies

1. Senior Lender's Title Policy. Sentinel Title & Escrow Company, acting as issuing agent, is required to deliver the final marked-up ALTA 2006 Loan Policy of Title Insurance (Title Commitment No. STN-2025-MH-04178) insuring the lien of the Mortgage in the amount of $475,000,000, naming Ironclad National Bank, N.A., as Agent, as the insured. The final policy must be delivered within thirty (30) days of the Closing Da

2. Mezzanine Lender's UCC Insurance Policy. Sentinel Title shall deliver a UCC insurance policy in the amount of $200,000,000, insuring Granite Peak Capital Partners, LP, as the insured, with respect to the perfection and first-priority status of the pledge of 100% of the membership interests in Hudson Yards West Mortgage LLC granted by HYW Mezzanine LLC to Granite Peak under the Pledge and Security Agreement. The UC

3. Owner's Title Policy. MTDC may elect to obtain an owner's title policy insuring the leasehold estate of HYW Mortgage LLC. This is optional and at MTDC's expense. If MTDC wishes to obtain an owner's policy, Lydia Okafor should notify Sentinel Title and C&H promptly so that the policy can be issued concurrently with the lender policies described above. B. Title Continuation / Bring-Down Pursuant to the Senior Loan A

III. Insurance Deliverables A. Evidence of Insurance — Outstanding Items The following insurance deliverables remain outstanding as of the Closing Date. While binders, certificates, or evidence of coverage for certain policies were accepted at Closing, the final policy documents must be delivered within the deadlines specified below:

1. Builder's Risk Policy. The builder's risk insurance policy (all-risk, including terrorism and flood, if applicable) has been placed with Fortis Indemnity Insurance Co., providing coverage in an amount equal to the full replacement cost of the Project, which is $500,000,000. Castleton Insurance Brokerage (Brian Jessup) has been instructed to deliver a certified copy of the final binder and the complete policy to Ir

2. Commercial General Liability. Commercial general liability insurance is in place providing coverage of $25,000,000 per occurrence and $50,000,000 in the aggregate. ACORD 25 (Certificate of Insurance) and ACORD 28 (Evidence of Commercial Property Insurance) certificates were delivered at Closing. The final policy copy, including all endorsements, remains outstanding and must be delivered to Ironclad and Granite Pea

3. Umbrella / Excess Liability. Umbrella or excess liability insurance is in place with limits of $100,000,000. A certificate of insurance was delivered at Closing. The final policy, including evidence of underlying coverage and all endorsements, remains outstanding and must be delivered within thirty (30) days of Closing.

4. Workers' Compensation. Cobalt Construction Group, Inc. ("Cobalt"), as the general contractor, is required to maintain statutory workers' compensation insurance coverage for all employees and subcontractors performing work at the Project Site. A certificate of insurance naming HYW Mortgage LLC as certificate holder was delivered at Closing. This certificate must be refreshed upon the actual commencement of construc

5. Contractor's Professional Liability. Cobalt is required to deliver evidence of contractor's professional liability insurance with limits of not less than $10,000,000 per claim. This coverage must be in place prior to the first draw under the Construction Loan. Castleton Insurance Brokerage and Cobalt's insurance broker should coordinate to ensure timely placement and delivery of this coverage. The deadline for del

6. Flood Insurance. C&H and Castleton Insurance Brokerage (Brian Jessup) must confirm whether the Project Site (Block 729) is located in a FEMA-designated Special Flood Hazard Area ("SFHA"). If the Project Site is within an SFHA, evidence of flood insurance in an amount satisfactory to Ironclad must be delivered within thirty (30) days of the Closing Date. Castleton should obtain a FEMA Flood Zone Determination promp

Section 5.04 of the Senior Loan Agreement and Section 4.06 of the Mezzanine Loan Agreement each require the Borrower to deliver evidence of renewal of all required insurance policies not less than thirty (30) days prior to the expiration of each such policy. MTDC and the Borrowers should calendar all policy renewal dates and should instruct Castleton Insurance Brokerage to provide renewal evidence to Ironclad, Granit

IV. Organizational and Entity Deliverables A. SPE Borrower Entities

1. Hudson Yards West Mortgage LLC. The following deliverables relate to HYW Mortgage LLC, the mortgage-level borrower under the Senior Loan: (a) Certified Copy of Certificate of Formation. Deliver a certified copy of the Certificate of Formation filed with the Delaware Secretary of State. If not yet obtained, Rafael Dominguez will order a certified copy from the Delaware Secretary of State. (b) Operating Agreement. T

2. Hudson Yards West Mezzanine LLC. The same deliverables listed in Item 1 above are required for HYW Mezzanine LLC, the mezzanine-level borrower under the Mezzanine Loan. In addition: (a) Ownership Structure. Confirm that HYW Mezzanine LLC is the sole member of HYW Mortgage LLC, consistent with the organizational chart approved by Ironclad and Granite Peak at Closing. (b) Organizational Chart. Deliver a final, clean

1. Certified Copy of Board Resolution. The Board of Directors of MTDC, chaired by Margaret Kowalski, adopted a resolution authorizing the transaction. The executed original of the certified Board Resolution was delivered at Closing. Three (3) additional certified copies must be delivered to Clearfield (Harrison Whitmore) and VRB (Natasha Ivanovic) within five (5) Business Days of the Closing Date (deadline: June 20,

2. Certificate of Good Standing — Illinois Secretary of State. A Certificate of Good Standing for MTDC from the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, was required at Closing. If the certificate delivered at Closing was dated more than thirty (30) days prior to the Closing Date (i.e., before May 16, 2025), a refreshed Certificate of Good Standing must be obtained and delivered

3. Incumbency Certificate. An Incumbency Certificate confirming the authority of David Harrington (Executive Director), Priya Subramanian (Chief Financial Officer), and Lydia Okafor (General Counsel) to execute documents on behalf of MTDC was delivered at Closing. To the extent that any document executed at Closing was signed by an officer not listed on the Incumbency Certificate, a supplemental Incumbency Certificat

V. Construction-Related Post-Closing Items A. GMP Contract and Contractor Deliverables

1. Conformed Copy of GMP Contract. A conformed copy of the Guaranteed Maximum Price Contract between HYW Mortgage LLC and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001) in the amount of $412,000,000 (the "GMP Contract") must be delivered to Ironclad and Granite Peak within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). We confirm that Ironclad's and Granite Peak's consent to th

2. Payment and Performance Bonds. Cobalt Construction Group, Inc., is required to deliver payment and performance bonds, each in the face amount of $412,000,000, in favor of HYW Mortgage LLC (the "Payment Bond" and "Performance Bond," respectively). These bonds must be delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). The surety company issuing the bonds must be rated at least "A–

3. Lien Waiver Protocol. MTDC should confirm that Cobalt (attention: Gail Merriman, Director of Contract Administration) understands and acknowledges the monthly partial lien waiver requirements that are a condition to each construction draw request under the Senior Loan. Specifically, Cobalt must deliver (a) a contractor's sworn statement and partial lien waiver for the current draw period, and (b) partial lien waiv

4. Construction Schedule (CPM Format). Cobalt (attention: Hiroshi Tanaka, Senior Project Manager) is required to deliver a baseline construction schedule in Critical Path Method ("CPM") format to Ironclad's designated construction consultant within fifteen (15) days of the Closing Date (deadline: June 30, 2025). The construction schedule must reflect the following key milestones: • Projected substantial completion: D

1. NYC DOB Building Permit. MTDC should confirm the current status of the New York City Department of Buildings ("NYC DOB") Building Permit application for the Project. If the Building Permit has been issued, a certified copy must be delivered to Ironclad and Granite Peak. If the Building Permit has not yet been issued, it must be obtained and delivered within thirty (30) days of the Closing Date (deadline: July 15,

2. ULURP Approvals. The Project received approvals under the Uniform Land Use Review Procedure ("ULURP"), including (a) approval by the City Planning Commission ("CPC") dated September 12, 2023 (Application No. C 230415 ZSM), and (b) approval by the City Council dated October 25, 2023. MTDC must confirm that (i) no challenges, appeals, or Article 78 proceedings are pending with respect to the ULURP approvals, and (ii

3. Environmental. A Phase I Environmental Site Assessment ("Phase I ESA") was prepared by Apex Environmental Consultants (Project No. AEC-NY-25-0337, dated March 20, 2025) and was delivered to all parties prior to Closing. MTDC should confirm that the Phase I ESA did not identify any Recognized Environmental Conditions ("RECs") requiring further investigation. If a Phase II Environmental Site Assessment is triggered

VI. Financial Reporting and Compliance A. Initial Deliverables

1. Opening Deposit of Reserves. Pursuant to the Cash Management Agreement executed at Closing, the following reserve accounts must be funded and the following deposits confirmed. All accounts are maintained at Ironclad National Bank, N.A. (ABA Routing No. 021-003-178). MTDC and HYW Mortgage LLC must execute any outstanding depository account agreements with Ironclad within five (5) Business Days of the Closing Date:

2. Initial Operating Budget. For the construction period, an initial operating budget must be submitted to Ironclad for approval within thirty (30) days of the Closing Date (deadline: July 15, 2025). The initial operating budget should cover all anticipated operating expenses, carrying costs, insurance premiums, ground rent payments, property taxes, and other costs to be incurred during the construction period. Priya

VII. Appraisal and Valuation An appraisal of the Project was prepared by Broadstreet Appraisal Group (File No. BAG-25-1092, dated April 1, 2025) and delivered to all parties prior to Closing. The appraisal concluded an "as-stabilized" appraised value of $1,025,000,000. Based on this value, the combined loan-to-value ratio at Closing is as follows: • Senior Loan: $475,000,000 / $1,025,000,000 = 46.34% • Combined (Seni

VIII. Ground Lease Matters The Project is developed on land demised under the Ground Lease between NYCEDC, as ground lessor, and HYW Mortgage LLC (as successor tenant), recorded with the New York County Register under CRFN 2020000198762, dated June 1, 2020. The following ground lease-related items remain outstanding or require confirmation:

1. Estoppel Certificate from NYCEDC. If an estoppel certificate from NYCEDC was not delivered at Closing, one must be obtained within thirty (30) days of the Closing Date (deadline: July 15, 2025). The estoppel certificate must confirm, at a minimum, that (a) the Ground Lease is in full force and effect and has not been modified or amended except as disclosed therein, (b) the current annual ground rent of $4,200,000

2. Lessor Recognition Agreement / Leasehold Mortgagee Protections. MTDC must confirm that NYCEDC has executed and delivered a Lessor Recognition Agreement (or equivalent instrument) recognizing Ironclad, as Agent, as a leasehold mortgagee under the Ground Lease and agreeing to provide Ironclad with the notice and cure rights specified in the Ground Lease and the SNDA. If this instrument was not fully executed and del

3. Ground Rent Payment Evidence. The first ground rent payment due following the Closing Date must include a written notation or accompanying cover letter identifying Ironclad National Bank, N.A., as Agent, as the holder of a leasehold mortgage encumbering the tenant's interest under the Ground Lease. A copy of the payment confirmation (wire transfer confirmation or canceled check, as applicable) and any accompanying

IX. Opinion Letters The following legal opinions were delivered (or are required to be delivered) in connection with the Closing. MTDC should confirm the delivery status of each:

1. Calderwood & Harkness LLP — Enforceability Opinion. C&H delivered its opinion letter at Closing addressing (a) the enforceability of the Loan Documents against the Borrowers and MTDC (as guarantor), (b) the due authorization of the transactions by each entity, and (c) the absence of conflicts with organizational documents, applicable law, and material agreements. The original opinion was delivered to Ironclad, wit

2. Calderwood & Harkness LLP — Tax Opinion. C&H (Sylvia Hartwell, Tax Partner) delivered a separate tax opinion addressing REMIC eligibility considerations, transfer tax matters, and withholding tax requirements. The original was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.

3. Hargrove & Linden LLP — Zoning Opinion. Hargrove & Linden delivered a zoning compliance opinion dated April 15, 2025, confirming that (a) the Project constitutes a conforming use under the New York City Zoning Resolution, (b) the Project complies with all applicable special permits issued in connection with the ULURP process, and (c) no variances are required for the Project as currently designed. The original was

4. Delaware Counsel Opinion. An opinion of Delaware counsel must be delivered confirming (a) the due formation and valid existence of HYW Mortgage LLC and HYW Mezzanine LLC under the laws of the State of Delaware, and (b) the authority of each entity to execute and deliver the Loan Documents and to consummate the transactions contemplated thereby. If this opinion was not delivered at Closing, it must be delivered wit

X. Intercreditor and Subordination Matters

1. Intercreditor Agreement. The Intercreditor Agreement between Ironclad National Bank, N.A., as Agent, and Granite Peak Capital Partners, LP (the "Intercreditor Agreement") was fully executed and delivered at Closing. C&H will confirm that all parties hold original counterpart signatures. Conformed copies of the executed Intercreditor Agreement will be distributed to all parties within five (5) Business Days of the

2. Subordination of Management Agreement. Evergreen Property Management LLC (attention: Teresa Langford) was required to execute a Subordination of Property Management Agreement, subordinating its rights under the Property Management Agreement with HYW Mortgage LLC to the liens and interests of Ironclad and Granite Peak under the Mortgage and Mezzanine Loan Documents. If this subordination agreement was fully execute

3. Subordination of GC Contract. Cobalt Construction Group, Inc. was required to execute a Subordination of Contractor's Interest, subordinating its rights under the GMP Contract to the lien of the Mortgage. If this subordination agreement was fully executed and delivered at Closing, MTDC should confirm. If it remains outstanding, it must be obtained and delivered within ten (10) Business Days of the Closing Date (de

XI. Post-Closing Binder and Document Assembly C&H (Grace Nakamura and Rafael Dominguez) will prepare and distribute complete sets of conformed closing documents (the "Closing Binders") to the following parties: • MTDC (Lydia Okafor): 2 sets • Ironclad National Bank, N.A. (Kenneth Pryor / Samantha Bledsoe): 2 sets • Granite Peak Capital Partners, LP (Diane Castellano / Rebecca Thornton): 2 sets • Clearfield & Associat

XII. Summary Checklist and Tracking An itemized Post-Closing Checklist is attached hereto as Exhibit A in spreadsheet format. The checklist assigns each post-closing item a unique tracking number, identifies the responsible party and the recipient, specifies the applicable deadline, and includes a status field. As of the date of this letter, all items are designated as "Open." C&H will circulate updated versions of t