Contract analysis

I. Introduction and Purpose Dear Mr. Harrington: We are pleased and honored that Metropolitan Transit Development Corp. ("MTDC" or the "Client") has selected Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") to serve as borrower's counsel in connection with the financing described herein. We greatly appreciate the confidence you and your colleagues have placed in our Firm, and we look forward to working wi

II. Identity of the Client For the purposes of this engagement, the "Client" is Metropolitan Transit Development Corp., a government instrumentality organized and existing under the laws of the State of Illinois (EIN: 36-2847501). Our attorney-client relationship with respect to the Transaction described herein exists solely between the Firm and MTDC in its corporate capacity. The Firm's representation under this Eng

III. Scope of Representation A. Transaction Overview The Transaction for which MTDC has engaged the Firm involves the development and financing of the Project. The Project is a large-scale, mixed-use real estate development to be constructed at 450 West 34th Street, New York, New York 10001. The total estimated Project cost is approximately $920,000,000. The Financing to be obtained in connection with the Project con

1. Senior Loan Document Review and Negotiation. Reviewing, negotiating, and commenting on all Senior Loan documents, which are expected to include, without limitation, the mortgage loan agreement, promissory note, mortgage and security agreement, assignment of leases and rents, guaranty of recourse obligations, environmental indemnity agreement, cash management agreement, lockbox agreement, reserve agreements (includ

2. Mezzanine Loan Document Review and Negotiation. Reviewing, negotiating, and commenting on all Mezzanine Loan documents, which are expected to include, without limitation, the mezzanine loan agreement, mezzanine promissory note, pledge and security agreement (pledging the membership interests in the mortgage borrower SPE), guaranty of recourse obligations, intercreditor agreement, and all related ancillary document

3. Intercreditor Agreement Negotiation. Negotiating the intercreditor agreement to be entered into between Ironclad National Bank, N.A. (in its capacity as Agent for the senior loan syndicate) and Granite Peak Capital Partners, LP, which is expected to address, among other matters, payment priority, standstill provisions, cure rights, purchase options, exercise of remedies, casualty and condemnation proceeds, modific

4. SPE Formation and Organizational Documentation. Assisting with the formation and organizational documentation of Hudson Yards West Mortgage LLC, a Delaware limited liability company to serve as the mortgage borrower SPE, and Hudson Yards West Mezzanine LLC, a Delaware limited liability company to serve as the mezzanine borrower SPE. Such services shall include the preparation and filing of certificates of formatio

5. Ground Lease Review and Leasehold Mortgage Analysis. Reviewing and analyzing the ground lease recorded under City Register File Number (CRFN) 2020000198762 on the records of the New York City Automated City Register Information System (NYC ACRIS), originally executed as of June 1, 2020, by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and MTDC, as tenant. Our review will f

6. Title Insurance Coordination. Coordinating with Sentinel Title & Escrow Company, the designated title insurer and escrow agent (Title Commitment No. STN-2025-MH-04178), regarding all title insurance matters arising in connection with the Financing. Such services shall include review of the preliminary title commitment and all underlying title exception documents, negotiation of endorsements (including ALTA 9-serie

7. Appraisal Review. Reviewing the appraisal report prepared by Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092), delivered on or about April 1, 2025, reflecting an as-stabilized appraised value of the Project of $1,025,000,000. Our review will be conducted for the purpose of ensuring consistency between the appraisal's assumptions, conditions, and conclusions and the corresponding representations, warranties

8. Zoning and Land Use Coordination. Coordinating with Hargrove & Linden, P.C., which has been separately engaged by MTDC as local zoning and land use counsel, regarding the zoning opinion to be delivered at closing (anticipated delivery on or about April 15, 2025) and matters related to the Uniform Land Use Review Procedure ("ULURP") approval previously obtained for the Project (Application No. C 230415 ZSM; New Yor

9. Environmental Review. Reviewing the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337, delivered on or about March 20, 2025) to the extent relevant to the environmental indemnity agreement, the environmental representations and warranties contained in the loan documents, and any recognized environmental conditions that may affect the Financing.

10. Construction Contract Review. Reviewing and advising on the guaranteed maximum price ("GMP") construction contract entered into between MTDC (or its designated SPE) and Cobalt Construction Group, Inc., a New York corporation, identified as Contract No. CCG-HYW-2025-001, with a guaranteed maximum price of $412,000,000. Our review will encompass the provisions of the construction contract relevant to the Financing,

11. Insurance Coordination. Reviewing insurance requirements set forth in the Senior Loan and Mezzanine Loan documents and coordinating with Castleton Insurance Brokerage, Inc., MTDC's insurance broker, regarding compliance with such requirements. Such coordination shall include review of the builder's risk insurance coverage ($500,000,000 policy limit, to be issued by Fortis Indemnity Insurance Co.) and all other re

12. Property Management Agreement Review. Reviewing and advising on the property management agreement entered into or to be entered into between MTDC (or its designated SPE) and Evergreen Property Management LLC, including the provisions thereof relevant to the Financing and any required subordination or collateral assignment of the property management agreement to the lenders.

13. Auditor and Financial Deliverables Coordination. Coordinating with Whitfield Albrecht & Co. LLP, MTDC's independent auditor, regarding any auditor comfort letters, agreed-upon procedures reports, or other financial deliverables that may be required by the lenders as a condition to closing or as ongoing reporting obligations under the loan documents.

14. Legal Opinions. Preparing and delivering borrower's counsel legal opinions as required by the lenders in connection with the closing of the Financing. Such opinions are anticipated to include, without limitation, (a) an enforceability opinion with respect to the loan documents, (b) a due authority and due organization opinion with respect to MTDC and each SPE, (c) a nonconsolidation opinion with respect to each S

15. Closing Coordination. Coordinating all aspects of the closing of the Financing, including the preparation and review of closing checklists, negotiation and coordination of escrow arrangements with Sentinel Title & Escrow Company, preparation of funds flow memoranda, preparation and assembly of signature packages, coordination of the simultaneous closing of the Senior Loan and the Mezzanine Loan, and management of

16. Tax Structuring. Advising on New York State and New York City mortgage recording tax, transfer tax, and related real estate tax structuring in connection with the Financing. Such advice will be provided in coordination with Sylvia Hartwell, a partner in the Firm's Tax Practice, and will include analysis of applicable mortgage recording tax rates, available exemptions (including any exemptions available to MTDC as

IV. Engagement Team A. Responsible Partner Douglas Fairchild, Partner, Real Estate Practice, will serve as the Responsible Partner for this engagement. Mr. Fairchild will have overall responsibility for the strategic direction of the engagement, the quality and timeliness of all legal services rendered, and the primary client relationship with MTDC. Mr. Fairchild will be the principal point of contact for the Client

V. Fees and Billing Arrangements A. Hourly Rates Fees for legal services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the relevant timekeepers, as adjusted from time to time in accordance with the provisions of this Section V, and subject to the Client's outside counsel guidelines to the extent provided and incorporated herein. The current hourly rates

VI. Expenses and Disbursements In addition to fees for legal services, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Reimbursable disbursements may include, without limitation, the following: • Filing fees, including Delaware Secretary of State formation and amendment filing fees, New York Department

VII. Staffing and Efficiency The Firm is committed to the efficient staffing and management of this engagement. We will utilize appropriate leverage among partners, associates, and paraprofessionals to manage costs while maintaining the high quality of legal services that the Transaction demands. The Firm will endeavor to avoid unnecessary duplication of effort and will assign tasks to the lowest-level timekeeper wit

VIII. Outside Counsel Guidelines The Firm acknowledges that this engagement is subject to MTDC's Outside Counsel Guidelines (the "Guidelines"), as may be provided separately by the Client. The Firm will comply with the Guidelines in all material respects. To the extent any provision of the Guidelines conflicts with, or is inconsistent with, the terms and conditions of this Engagement Letter, the parties agree that th

IX. Conflicts of Interest In accordance with our obligations under the New York Rules of Professional Conduct (22 NYCRR Part 1200), the Firm has conducted a conflicts check with respect to the parties identified in connection with the Transaction. Based on the results of that review, we make the following disclosures: The Firm does not currently represent Ironclad National Bank, N.A., Granite Peak Capital Partners, L

X. Confidentiality The Firm will maintain the confidentiality of all Client information and Transaction-related materials received or generated in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and all other applicable laws and regulations. The Firm will not disclose confidential Client information to any third party without the

XI. Document Retention Following the conclusion or termination of this engagement, the Firm will maintain original executed documents, client files, and work product in accordance with the Firm's document retention policy. Under that policy, files will be maintained for a period of ten (10) years following the conclusion or termination of the engagement, after which time the Firm may destroy such files in the ordinar

XII. Termination A. Termination by Client MTDC may terminate this engagement at any time, with or without cause, by providing written notice of termination to the Firm, directed to the attention of the Responsible Partner. Termination will be effective upon receipt of such notice by the Firm. Upon termination, the Client remains responsible for the payment of all fees earned, disbursements incurred, and expenses comm

XIII. Limitation of Liability To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the Firm's aggregate liability to the Client for any and all claims, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total amo

XIV. Governing Law and Dispute Resolution This Engagement Letter and any disputes, claims, or controversies arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the law of any other jurisdi

XV. Entire Agreement; Amendments This Engagement Letter, together with MTDC's Outside Counsel Guidelines (to the extent incorporated herein pursuant to Section VIII above), constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written negotiations, representations, understandings, and agreements between the partie

XVI. Conclusion and Request for Execution We are enthusiastic about the opportunity to serve as borrower's counsel to MTDC in connection with the Financing for the Hudson Yards West Project. This is a landmark transaction, and we are committed to providing the highest caliber of legal counsel throughout every phase of the engagement, from document negotiation through closing and post-closing. We are confident that ou