Contract analysis

I. Introduction and Purpose Dear Lydia: On behalf of Calderwood & Harkness LLP (the "Firm" or "C&H"), I would like to express our sincere appreciation to you and to Metropolitan Transit Development Corp. ("MTDC") for selecting this Firm to serve as borrower's counsel in connection with the Hudson Yards West mixed-use development project located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5,

II. Scope of Engagement The Firm has been engaged to represent MTDC and its special purpose affiliates, Hudson Yards West Mortgage LLC ("HYW Mortgage LLC") and Hudson Yards West Mezzanine LLC ("HYW Mezzanine LLC," and together with HYW Mortgage LLC, the "Borrower Entities"), each to be formed as a Delaware limited liability company, in connection with the financing of the Project. The scope of our representation enco

1. Entity Formation and SPE Structuring. Formation of HYW Mortgage LLC and HYW Mezzanine LLC as single-purpose borrowing entities, including the drafting, negotiation, and finalization of limited liability company operating agreements for each entity, and structuring to satisfy separateness covenants and single-purpose entity requirements imposed by the senior and mezzanine lenders. Non-consolidation opinions, if req

2. Senior Mortgage Construction Loan. Negotiation and documentation of the Four Hundred Seventy-Five Million Dollar ($475,000,000) senior mortgage construction loan (the "Senior Loan") from Ironclad National Bank, N.A., as Administrative Agent and Lead Lender (the "Agent"), with loan participation by Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, a

3. Mezzanine Loan. Negotiation and documentation of the Two Hundred Million Dollar ($200,000,000) mezzanine loan (the "Mezzanine Loan," and together with the Senior Loan, the "Loans") from Granite Peak Capital Partners, LP ("Granite Peak"), including the mezzanine loan agreement, promissory note, pledge of membership interests in HYW Mortgage LLC, guaranty(ies), cash management and reserve agreements, and related sec

4. Intercreditor Arrangements. Review and negotiation of the intercreditor agreement (or agreements) between the Senior Lender Group (through the Agent) and Granite Peak governing the respective rights, priorities, and remedies of the senior and mezzanine lenders, including standstill provisions, cure rights, purchase option mechanics, and related provisions.

5. Ground Lease and Leasehold Mortgage Structuring. Review of the ground lease recorded with the City Register of the City of New York under CRFN 2020000198762 (the "Ground Lease"), analysis of lender ground lease requirements (including recognition and non-disturbance agreements, notice and cure rights, and new lease provisions), and structuring and documentation of the leasehold mortgage and related instruments to

6. Title Insurance Coordination. Coordination with Sentinel Title & Escrow Company ("Sentinel Title") regarding title insurance commitments (Commitment No. STN-2025-MH-04178), review and clearance of title exceptions, negotiation of title endorsements, and coordination of closing escrow arrangements. This includes review of the ALTA survey and analysis of survey-related exceptions.

7. Zoning Coordination. Coordination with Hargrove & Linden, P.C. (Raymond Cho, Esq.), MTDC's separately retained local zoning and land use counsel, regarding the zoning opinion to be delivered at closing and related zoning compliance matters, including matters arising under or in connection with ULURP Application No. C 230415 ZSM. The Firm will not serve as primary zoning counsel but will review zoning opinion draft

8. Third-Party Report Review. Review and analysis of third-party reports required by the lenders, including: (a) the appraisal prepared by Broadstreet Appraisal Group (File No. BAG-25-1092); (b) the Phase I Environmental Site Assessment prepared by Apex Environmental (Project No. AEC-NY-25-0337); and (c) the structural assessment and property condition assessment ("PCA") prepared by Trident Structural Engineers, P.C.

9. Construction Contract and Bond Review. Review of and comment on the guaranteed maximum price ("GMP") construction contract between the applicable Borrower Entity and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001; GMP: $412,000,000) (the "GMP Contract"), including analysis of provisions relating to change orders, completion guaranties, liquidated damages, lien waivers, assignment provisions, and ot

10. Insurance Program Review. Review of the Project's insurance program as coordinated by Castleton Insurance Brokerage, Inc. (Brian Jessup), including builder's risk coverage in the amount of Five Hundred Million Dollars ($500,000,000) issued by Fortis Indemnity Insurance Co., commercial general liability, umbrella/excess liability, professional liability of design professionals, and such other coverages as may be r

11. Opinion Letters. Preparation and delivery of borrower's counsel opinion letters to be delivered at closing, including opinions as to enforceability of the loan documents, due authorization and execution by the Borrower Entities and MTDC, no conflicts with organizational documents and applicable law, and, if required by the lenders, a usury opinion under applicable New York law.

12. Tax Structuring. Tax structuring advice in connection with the MTDC entity structure, including analysis of the tax treatment of the Borrower Entities, withholding and reporting obligations, transfer tax considerations, and such other federal, state, and local tax matters as may arise in connection with the transaction. This work will be led by Sylvia Hartwell, Partner, Tax Group.

13. Closing and Post-Closing. Preparation of comprehensive closing checklists, coordination and conduct of the pre-closing and closing, including review and assembly of all closing deliverables, funds flow coordination, and preparation of post-closing deliverables including recording instructions, post-closing filings (UCC, organizational, and recording), and assembly of closing binders. Project Timeline. The Firm wi

III. Staffing and Billing Rates The following professionals have been assigned to the Hudson Yards West Engagement and will constitute the core deal team. All rates set forth below are the Firm's standard 2025 hourly rates for the respective timekeepers. These rates are subject to annual adjustment, effective as of January 1 of each calendar year, with the next scheduled adjustment occurring on January 1, 2026. The F

IV. Estimated Budget A. Fee Estimate by Phase The following budget represents the Firm's good-faith estimate of the professional fees likely to be incurred in connection with the Engagement. This estimate is based on our experience with transactions of comparable complexity, including mixed-use construction financings in the range of $675,000,000 in total debt capitalization, dual-tranche debt structures (senior mort

V. Reimbursable Expenses In addition to professional fees, MTDC will reimburse the Firm for reasonable out-of-pocket disbursements incurred in connection with the Engagement. Reimbursable expenses include, but are not limited to, the following: (a) Filing and Recording Fees. Fees for UCC financing statement filings, mortgage and assignment recordings with the New York City Register and/or county recording offices, an

VI. Billing and Payment Terms The following billing and payment terms shall apply to the Engagement:

1. Monthly Invoicing. The Firm will render invoices on a monthly basis, within fifteen (15) days following the end of each calendar month. Each invoice will be itemized by timekeeper and will include a description of the tasks performed, the time expended, and the applicable hourly rate. Disbursements will be separately itemized.

2. Invoice Delivery. Invoices will be directed to: Lydia Okafor, Esq. General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604 Electronic copies of each invoice will be transmitted by email to Lydia Okafor (lokafor@mtdc.org) and Priya Subramanian, Chief Financial Officer (psubramanian@mtdc.org), or to such other addresses as MTDC may designate in writing.

3. Payment Terms. Payment of each invoice is due within thirty (30) days of the invoice date. Payments should be made by wire transfer to Calderwood & Harkness LLP's operating account. Wire transfer instructions will be provided separately with the first invoice.

4. Late Payment Interest. Amounts remaining unpaid after the thirty (30)-day payment period will bear interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the date the payment was due until the date of receipt of payment.

5. Initial Retainer Deposit. The Firm respectfully requests that MTDC provide an initial retainer deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer will be held in the Firm's client trust account and will be applied against the final invoice or invoices rendered in connection with the Engagement. The Retainer is not an estimate of total fees and does not limit MTDC'

6. Suspension of Work. The Firm reserves the right to suspend work on the Engagement if any invoice remains unpaid for more than sixty (60) days after the invoice date, upon not less than ten (10) business days' written notice to MTDC. The Firm will exercise this right only as a last resort and will work with MTDC in good faith to resolve any billing disputes prior to any suspension of services.

VII. Conflicts Check The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct. Based on that review, the Firm has identified no conflicts of interest that would preclude or limit the Firm's representation of MTDC in connection with the Engagement. Specifically, Calderwood & Harkness LLP does not currently represent Ironclad Nation

VIII. Coordination with Other Advisors We understand that MTDC has separately engaged, or intends to separately engage, the following professionals and consultants in connection with the Project: (a) Hargrove & Linden, P.C. (Raymond Cho, Esq.) — local zoning and land use counsel, responsible for the zoning compliance opinion and related ULURP and land use matters. Hargrove & Linden's fees will be billed directly to M

IX. Key Assumptions and Qualifications The fee estimate set forth in Section IV is based upon the following key assumptions. If any of these assumptions proves to be incorrect or if circumstances change materially, the Firm will promptly confer with MTDC regarding the impact on the scope of the Engagement and the estimated budget: • The transaction structure is substantially as described in the term sheet issued by I

X. Termination Either party may terminate this Engagement upon thirty (30) days' written notice to the other party, subject in all cases to the Firm's ethical obligations under the New York Rules of Professional Conduct and any applicable court rules. The Firm acknowledges that its withdrawal from the representation may require the approval of any court or tribunal before which it has appeared on behalf of MTDC, and

XI. Conclusion and Acknowledgment We are genuinely pleased to have the opportunity to represent MTDC in this significant and complex transaction, and we are committed to providing the highest quality of legal service throughout the Engagement. The Hudson Yards West Project represents a landmark development, and we look forward to contributing to its success. If you have any questions regarding the terms set forth in