Contract analysis

I. PURPOSE This memorandum documents the results of the firm-wide conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Metropolitan Transit Development Corp. ("MTDC") to serve as borrower's counsel in connection with a $675,000,000 construction financing for the mixed-use development located at 450 West 34th Street, New York, New York 10001 (the "H

II. ENGAGEMENT SUMMARY MTDC has requested that C&H serve as borrower's counsel to MTDC and the to-be-formed special purpose entities described below in connection with the negotiation, documentation, and closing of the Financing. The principal elements of the proposed engagement are summarized as follows: Client: Metropolitan Transit Development Corp. ("MTDC"), an Illinois government instrumentality. Borrower Entitie

III. PARTIES AND ENTITIES SEARCHED The following parties and entities were identified as requiring conflicts searches in connection with this engagement. The identification of these parties was based on the information provided by MTDC in its initial engagement request, supplementary information obtained from counsel for the lenders, publicly available records, and the professional judgment of the undersigned. All na

1. Metropolitan Transit Development Corp. ("MTDC") — Illinois government instrumentality; Employer Identification Number 36-2847501. MTDC is the parent entity and will serve as the sole member or managing member (or indirect equity owner, as applicable) of the SPE borrower entities. MTDC was also searched under the abbreviated forms "MTDC," "Metro Transit Dev Corp," and "Metropolitan Transit."

2. Hudson Yards West Mortgage LLC — To be formed as a Delaware limited liability company. This entity does not yet exist and accordingly does not appear in any firm database; however, the name was searched against existing records to confirm that no prior entity with the same or a confusingly similar name appears in the Firm's systems.

3. Hudson Yards West Mezzanine LLC — To be formed as a Delaware limited liability company. The same observation regarding entity formation applies.

4. Key MTDC Principals Searched: The following individuals affiliated with MTDC were identified as key principals and were searched individually in the Firm's conflicts systems: • Margaret Kowalski — Board Chair, MTDC • David Harrington — Executive Director, MTDC • Priya Subramanian — Chief Financial Officer, MTDC • Marcus Jennings — Vice President, Real Estate Development, MTDC • Lydia Okafor — General Counsel, MTDC

1. Ironclad National Bank, N.A. — National banking association, chartered by the Office of the Comptroller of the Currency; headquarters at 277 Park Avenue, New York, New York 10172. Ironclad will serve as the lead lender and administrative agent under the Senior Loan. Searched under variations including "Ironclad National," "Ironclad Bank," "Ironclad Natl Bank," and "INB."

2. Granite Peak Capital Partners, LP — Delaware limited partnership; principal offices at 9 West 57th Street, Suite 4200, New York, New York 10019. Granite Peak will serve as the sole mezzanine lender under the Mezzanine Loan. Searched under variations including "Granite Peak Capital," "Granite Peak Partners," "GPCP," and "Granite Peak LP."

3. Key Lender Personnel Searched: The following individuals associated with the lenders were identified as key contacts and were searched individually: Ironclad National Bank, N.A.: • Kenneth Pryor — Managing Director, Real Estate Finance • Samantha Bledsoe — Vice President, Real Estate Finance • Jordan Hale — Associate, Real Estate Finance Granite Peak Capital Partners, LP: • Diane Castellano — Managing Partner • Vi

1. Ridgeline Savings Bank — New York state-chartered savings bank.

2. Atlas Mutual Insurance Company — Connecticut mutual insurance company.

3. Commonwealth Trust Company — Pennsylvania trust company.

4. Harborview Federal Savings Bank — Federal savings bank, chartered by the Office of Thrift Supervision (now under OCC supervision); headquarters in New Jersey.

5. Meridian Pacific Bank — California state-chartered bank. It is noted that the composition of the lending syndicate may change prior to closing. Additional conflicts searches will be required if new syndicate participants are added, as discussed further in Section IX below. D. Opposing / Co-Transaction Counsel The following law firms have been identified as counsel to other parties in the transaction and were searc

1. Clearfield & Associates LLP — New York limited liability partnership, with offices at 399 Park Avenue, 28th Floor, New York, New York 10022. Clearfield serves as counsel to Ironclad National Bank, N.A. in connection with the Senior Loan. The lead contact at Clearfield is Harrison Whitmore, Partner.

2. Voss Richter & Baines LLP ("VRB") — New York limited liability partnership, with offices at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. VRB serves as counsel to Granite Peak Capital Partners, LP in connection with the Mezzanine Loan. The lead contact at VRB is Natasha Ivanovic, Partner. E. Other Transaction Parties Searched The following additional transaction parties were identified and sea

1. Cobalt Construction Group, Inc. — General contractor for the Hudson Yards West Project.

2. Evergreen Property Management LLC — Property manager for the completed development.

3. Sentinel Title & Escrow Company — Title and escrow agent for the transaction.

4. Broadstreet Appraisal Group, Inc. — Appraiser retained to provide the appraisal required by the lenders.

5. Apex Environmental Consultants, Inc. — Environmental consultant retained to prepare Phase I and Phase II environmental site assessments.

6. Hargrove & Linden, P.C. — Local zoning and land use counsel retained by MTDC in connection with the Project.

7. Whitfield Albrecht & Co. LLP — Auditor and accountant for MTDC.

8. Castleton Insurance Brokerage, Inc. — Insurance broker for the Project.

9. Trident Structural Engineers, P.C. — Structural engineer for the Project.

10. Fortis Indemnity Insurance Co. — Builder's risk insurer for the Project.

11. NYC Economic Development Corporation ("NYCEDC") — Ground lessor under the ground lease for the Project site.

12. Pinnacle Ratings Group — Credit rating agency that has been or may be retained to rate certain instruments or provide credit assessments in connection with the Financing.

IV. DATABASES AND SYSTEMS SEARCHED The following databases and systems were queried as part of the conflicts check for Matter No. 1031-00004:

1. IntegriCheck Conflicts Clearance System (Version 8.4.1): The Firm's proprietary conflicts-clearance platform, which aggregates data from all client and matter records, party-name databases, engagement letters, and related files across all Firm offices globally. IntegriCheck was queried on February 12, 2025, at approximately 9:15 a.m. Eastern Time.

2. New Matter Intake Database (NMID): The Firm's centralized new-matter intake system, which captures all pending engagement requests and matters in the process of being opened. The NMID was queried on February 12, 2025, to identify any pending matters involving any of the searched parties.

3. Client/Matter Billing System (Elite Enterprise 3E): The Firm's billing and timekeeping system of record, which contains historical matter data, client identifiers, billing histories, and responsible-attorney assignments for all matters opened since the Firm's inception of the current system in 2007, as well as imported legacy data from prior billing systems dating to 1994. The billing system was queried on Februar

4. Lateral-Hire Disclosure Database (LHDD): The Firm's database of disclosure statements submitted by lateral-hire attorneys in connection with their pre-employment conflicts clearance. The LHDD was queried on February 12, 2025, to identify any Firm attorneys who may have previously represented any of the searched parties at their prior firms, or who may have screened-off obligations or other restrictions arising fro

V. RESULTS OF CONFLICTS SEARCH Set forth below are the detailed results of the conflicts search for each category of searched parties. For each party producing a positive search result, the memorandum identifies the relevant matter number(s), practice group(s), nature of representation, current status, and any potential conflict implicated by the proposed engagement. A. Ironclad National Bank, N.A. The search returne

2. Prior Representations (Closed — Selected):

3. Analysis: The proposed engagement requires C&H to represent MTDC as borrower adverse to Ironclad National Bank, N.A. as the lead lender and administrative agent under the Senior Loan. Because C&H currently represents Ironclad in multiple open matters—including, notably, Matter No. 1031-00004 (Angela Fontaine, responsible partner), which involves the representation of Ironclad as a lender in a real estate financing

1. Ridgeline Savings Bank The search returned no results for Ridgeline Savings Bank. C&H has no current or prior representations of Ridgeline, and no Firm attorneys were identified as having prior relationships with Ridgeline through lateral-hire disclosures. Conclusion: No conflict identified. No action required.

2. Atlas Mutual Insurance Company The search returned one positive result: Analysis: C&H currently represents Atlas Mutual in an active insurance regulatory matter. In the proposed MTDC engagement, Atlas Mutual is a syndicate participant in the Senior Loan—i.e., a lender whose interests are adverse to MTDC as borrower. This creates a concurrent-client conflict under NYRPC 1.7(a)(1). The analysis mirrors that applicab

3. Commonwealth Trust Company The search returned one positive result: Analysis: The prior representation was closed in 2020 and involved fiduciary litigation in a trusts-and-estates context. The matter is not substantially related to the proposed real estate construction financing. No confidential information from the prior engagement would be material to the current transaction. Under NYRPC 1.9, no conflict exists.

4. Harborview Federal Savings Bank The search returned two positive results: Analysis: C&H currently represents Harborview in an active matter (Matter No. 1031-00004), in which Harborview is a lender and C&H serves as lender's counsel. In the proposed MTDC engagement, Harborview is a syndicate participant in the Senior Loan—again in the capacity of a lender, but here C&H would be representing the borrower on the oppo

5. Meridian Pacific Bank The search returned no results for Meridian Pacific Bank. C&H has no current or prior representations of Meridian Pacific, and no lateral-hire disclosures reference Meridian Pacific. Conclusion: No conflict identified. No action required. D. Clearfield & Associates LLP The search returned no results indicating any current or prior representation of Clearfield & Associates LLP as a client of C

VI. ANALYSIS AND ASSESSMENT A. Applicable Rules The conflicts analysis set forth in this memorandum is governed by the following authorities:

1. New York Rules of Professional Conduct, Rule 1.7 — Current Client Conflicts of Interest. Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer

2. New York Rules of Professional Conduct, Rule 1.8 — Current Clients: Specific Conflict Rules. Rule 1.8 addresses specific categories of conflicts involving current clients, including business transactions with clients, use of client information, and proprietary interests in the subject matter of representation. No issues under Rule 1.8 are implicated by the proposed engagement.

3. New York Rules of Professional Conduct, Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writin

4. New York Rules of Professional Conduct, Rule 1.10 — Imputation of Conflicts of Interest. Rule 1.10(a) provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant ris

5. New York Rules of Professional Conduct, Rule 1.0(j) — Informed Consent. Rule 1.0(j) defines "informed consent" as the agreement by a person to a proposed course of conduct after the lawyer has communicated information adequate for the person to make an informed decision, and after the lawyer has adequately explained the material risks and reasonably available alternatives.

6. Calderwood & Harkness LLP Conflicts Policy (Revised January 2024). The Firm's internal Conflicts Policy supplements the requirements of the New York Rules of Professional Conduct and, in certain respects, imposes more stringent requirements. All conflicts determinations must be reviewed and approved by the Conflicts Committee before substantive work may commence on a new matter involving an identified conflict. B.

VII. PRIOR AND CURRENT REPRESENTATIONS OF MTDC The search returned the following results for prior and current C&H representations of MTDC: C&H has maintained a longstanding attorney-client relationship with MTDC, with Douglas Fairchild serving as the primary relationship partner for real estate matters. The existing open matter (Matter No. 1031-00004, environmental litigation) does not present any conflict with the

VIII. CONCLUSION AND CLEARANCE DETERMINATION Based on the foregoing analysis, the proposed engagement of Calderwood & Harkness LLP by Metropolitan Transit Development Corp. in connection with the Hudson Yards West Financing (Matter No. 1031-00004) is: CLEARED SUBJECT TO CONDITIONS The engagement is cleared subject to satisfaction of the following conditions:

1. Informed written consent must be obtained from each of the following parties: (a) Metropolitan Transit Development Corp. (MTDC) — consenting to C&H's concurrent representation of Ironclad National Bank, N.A., Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and NYC Economic Development Corporation in unrelated matters; (b) Ironclad National Bank, N.A. — consenting to C&H's representation of MTDC as

2. Precautionary written confirmation from Jasmine Torres that she did not perform any work for Ironclad National Bank, N.A. or any other party to the Financing while employed at Clearfield & Associates LLP.

3. Review by the Conflicts Committee of the internal staffing considerations relating to Angela Fontaine's dual role as billing partner for the MTDC engagement and responsible partner for the Harborview engagement. No substantive work may commence on Matter No. 1031-00004 until all of the above conditions have been satisfied, except for the preparation and transmission of the consent and waiver letters themselves. Pr

IX. REQUIRED ACTIONS The following action items must be completed in connection with the clearance of Matter No. 1031-00004: All attorneys and staff assigned to Matter No. 1031-00004 are reminded of their obligation under the Firm's Conflicts Policy to promptly report any new information that may give rise to a conflict of interest, including but not limited to the addition of new transaction parties, the identificat

X. DISTRIBUTION This memorandum has been distributed to the following individuals. It is designated CONFIDENTIAL — ATTORNEY WORK PRODUCT and is not to be distributed outside the Firm under any circumstances.

1. Douglas Fairchild, Partner, Real Estate Practice Group — Responsible Partner, Matter No. 1031-00004

2. Angela Fontaine, Partner, Real Estate Practice Group — Billing Partner, Matter No. 1031-00004

3. Martin Caldwell, Firm General Counsel and Chair, Conflicts Committee