Contract analysis

Section 1 — Scope of Engagement

Section 1.1 — Description of the Matter The Firm is retained to serve as borrower's counsel to MTDC in connection with the financing of the Hudson Yards West mixed-use transit-oriented development project located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan) (the "Project"). The Project is a large-scale mixed-use transit-oriented development that will inclu

Section 1.2 — Specific Services The Firm will provide the following legal services in connection with the Financing (collectively, the "Services"): (a) Entity Formation and Organizational Structuring. Formation and organizational structuring of Hudson Yards West Mortgage LLC (the "Mortgage Borrower") and Hudson Yards West Mezzanine LLC (the "Mezzanine Borrower"), each as a Delaware limited liability company and speci

Section 1.3 — Matters Outside Scope The following matters are expressly excluded from the scope of this engagement and shall not be undertaken by the Firm unless a separate engagement letter or supplemental engagement agreement is executed by the parties: (a) Tax advice beyond that directly related to SPE structuring and organizational matters described in Section 1.2(a) above. The Firm notes that Sylvia Hartwell, Pa

Section 1.4 — Target Timeline The parties acknowledge the following milestone dates, which drive the timeline for the engagement and the Firm's planning of resource allocation: The Firm will use commercially reasonable efforts to meet these target dates; however, the Firm's ability to achieve these milestones is contingent upon the timely cooperation and responsiveness of all parties to the transaction, including MTD

Section 2.1 — Key Personnel The following attorneys (collectively, "Key Personnel") will be primarily responsible for the conduct of the engagement: Douglas Fairchild will serve as the Responsible Partner and will have primary responsibility for the strategic direction of the engagement, oversight of all work product, client communication, and relationship management. Angela Fontaine will serve as the Billing Partner

Section 2.2 — Staffing Commitments The Firm commits that the Key Personnel identified in Section 2.1 above will be meaningfully and substantively involved throughout the duration of the engagement. Specifically: (a) Substitution Restrictions. No substitution of the Responsible Partner (Douglas Fairchild) or the Lead Associate (Grace Nakamura) shall occur without prior written notice to, and the prior written approval

Section 2.3 — Use of Paralegals and Support Staff Paralegals assigned to the engagement may perform due diligence coordination, document management and organization, closing coordination (including preparation of signature pages and closing binders), corporate formation filings, UCC filing coordination, and similar tasks appropriate for experienced paralegal professionals. Paralegal time is billable at the rates set

Section 3.1 — Fee Arrangement The engagement shall be billed on an hourly basis at the rates set forth in Section 3.2 and Exhibit B, subject to the terms and conditions of the OCG and the specific accommodations described in this Agreement. No contingency fee, success fee, transaction-closing bonus, or other form of premium billing is contemplated or authorized in connection with this engagement. The Firm acknowledge

Section 3.2 — Hourly Rates The Firm's standard 2025 hourly rates applicable to this engagement are as set forth in Exhibit B hereto. In the event that the Firm's standard rate for any timekeeper exceeds the rate cap established by the OCG for the applicable timekeeper level, the lower OCG rate cap shall apply. The rates set forth in Exhibit B reflect the agreed rates after application of any applicable OCG adjustment

Section 3.3 — Fee Estimate / Budget The Firm's preliminary estimate of total professional fees for the engagement, from inception through the completion of all closing and post-closing deliverables, is in the range of $1,800,000 to $2,400,000. This estimate is non-binding and is provided in good faith based on the information currently available to the Firm, including the anticipated complexity of the multi-tranche f

Section 3.4 — Billing Cycle and Invoice Requirements Invoices shall be rendered monthly, in arrears, by the fifteenth (15th) day of the calendar month following the month in which the services were performed and expenses incurred. Invoices shall be submitted electronically via MTDC's designated e-billing platform (currently Brightwater Systems / Stonefield Data Systems, as designated by MTDC from time to time), or, i

Section 3.5 — Payment Terms Invoices are due and payable within forty-five (45) days of receipt by MTDC of a complete and compliant invoice. The Firm acknowledges that MTDC, as a government instrumentality, may be subject to fiscal-year appropriation requirements, standard government payment processing timelines, and internal approval procedures that may affect the timing of payments. MTDC will use commercially reaso

Section 3.6 — Retainer Deposit Upon execution of this Agreement, MTDC shall pay an initial retainer deposit of One Hundred Fifty Thousand Dollars ($150,000.00) (the "Retainer Deposit") to the Firm. The Retainer Deposit shall be held in the Firm's Interest on Lawyer Account (IOLA) maintained in accordance with the New York Rules of Professional Conduct and the Judiciary Law of the State of New York. Interest, if any,

Section 4 — Expenses and Disbursements

Section 4.1 — Reimbursable Expenses The Firm shall be reimbursed for reasonable, pre-approved, out-of-pocket expenses actually incurred in connection with the engagement. Reimbursable expenses include: (a) Filing fees, recording fees, and governmental charges (including UCC filing fees, certificate of good standing fees, and recording charges for mortgages and assignments); (b) Title search and examination costs incu

Section 4.2 — Non-Reimbursable Expenses Consistent with the OCG, the following expenses are considered part of the Firm's overhead and are not reimbursable under any circumstances: (a) Ordinary office overhead, including rent, utilities, local telephone charges, library and database maintenance, office supplies, and furniture and equipment costs; (b) Secretarial overtime, temporary staffing, and word processing charg

Section 4.3 — Pre-Approval Thresholds Any single disbursement, or any category of recurring disbursements, that is expected to exceed Five Thousand Dollars ($5,000.00) in the aggregate requires the prior written approval of MTDC's General Counsel or her designee before the expense is incurred. Requests for approval shall include a description of the anticipated expense, the estimated amount, and the reason the expens

Section 5 — Conflicts of Interest

Section 5.1 — Conflicts Check The Firm has conducted a comprehensive conflicts check in accordance with the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200), including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients), and in accordance with the Firm's internal conflicts clearance policies and procedures. The conflicts check encompassed MTDC, its known affiliated ent

Section 5.2 — Disclosures In the interest of full transparency, the Firm discloses the following prior and current representations involving parties to the Financing: (a) Ironclad National Bank, N.A. The Firm has in the past represented Ironclad National Bank, N.A. and certain of its affiliates in connection with certain capital markets transactions, including the structuring of commercial mortgage-backed securities

Section 5.3 — Advance Waiver The Firm does not request, and MTDC does not grant, any prospective or advance waiver of future conflicts of interest. Any future conflicts that may arise will be addressed on a case-by-case basis in accordance with the applicable provisions of the New York Rules of Professional Conduct, the OCG, and this Agreement. Nothing in this Section 5.3 shall be construed to limit either party's ri

Section 6 — Confidentiality and Information Security

Section 6.1 — Duty of Confidentiality The Firm acknowledges and agrees to its professional and contractual obligation to maintain the confidentiality of all information received from or on behalf of MTDC in connection with the engagement. This duty of confidentiality encompasses all documents, communications, data, financial information, business strategies, proprietary materials, and other information of any kind or

Section 6.2 — Data Security The Firm will comply with the information security requirements set forth in Appendix C of the OCG, as well as any supplemental data security requirements communicated by MTDC from time to time. Without limiting the generality of the foregoing, the Firm represents and agrees to maintain the following minimum data security standards: (a) Encryption. All Confidential Information shall be enc

Section 6.3 — Public Records MTDC and the Firm acknowledge that MTDC, as a government instrumentality organized under the laws of the State of Illinois, may be subject to freedom-of-information and open-records laws, including the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. ("FOIA"), and may also be subject to applicable provisions of New York law in connection with matters arising in New York. The Firm

Section 7 — Communication and Reporting

Section 7.1 — Primary Contacts To ensure clear and efficient communication throughout the engagement, the following individuals shall serve as the primary points of contact for each party: The Firm shall direct all communications regarding legal strategy, significant negotiation issues, and material developments to Lydia Okafor. Routine transactional coordination may be conducted with Marcus Jennings and Connor McBri

Section 7.2 — Status Reporting The Firm will provide written status reports to Lydia Okafor and Marcus Jennings on a bi-weekly basis throughout the engagement. As the target closing date of June 15, 2025 approaches, the frequency of status reports shall increase to weekly (or more frequently as reasonably necessary to keep MTDC informed of material developments). Each status report shall summarize: (a) Work completed

Section 7.3 — Material Developments In addition to the bi-weekly status reports, the Firm will promptly notify MTDC's General Counsel of any material development affecting the Financing or the engagement, including, without limitation: (a) Any significant legal issue identified during due diligence that could materially affect the Financing or the Project (e.g., material title defects, environmental contamination, zo

Section 8 — Acknowledgment of Outside Counsel Guidelines; Exceptions

Section 8.1 — General Acknowledgment The Firm hereby acknowledges receipt of the MTDC Outside Counsel Guidelines, as amended and in effect as of January 8, 2025, a copy of which is attached hereto as Exhibit D and incorporated herein by reference. The Firm agrees to comply with all provisions of the OCG as supplemented and, in certain limited respects, modified by this Agreement. The Firm has carefully reviewed the O

Section 8.2 — Agreed Exceptions to the OCG The following specific, negotiated departures from the standard provisions of the OCG have been agreed upon by the parties: (a) Rate Cap Exception. The OCG establishes a standard rate cap of $1,250 per hour for senior partners with twenty (20) or more years of practice experience. In recognition of the exceptional complexity and magnitude of this Financing ($675,000,000 in a

Section 8.3 — OCG Amendments MTDC reserves the right to amend the OCG from time to time upon thirty (30) days' prior written notice to the Firm. Any such amendment shall apply to this engagement prospectively from the effective date of the amendment. The Firm may, within fifteen (15) days of receipt of any proposed amendment, object in writing to any provision of the amendment that the Firm reasonably believes materi

Section 9 — Document Retention and Files

Section 9.1 — Ownership of Work Product All work product, documents, memoranda, legal opinions, research materials, correspondence, draft and final agreements, notes, analyses, and files of any kind created by the Firm in connection with the engagement (collectively, "Work Product") are the property of MTDC. The Firm retains a right to maintain copies of Work Product for its own internal records, reference, and compl

Section 9.2 — Retention Period The Firm will retain engagement files, both physical and electronic, for a period of not less than ten (10) years following the conclusion of the engagement (whether by completion of all Services, termination, or withdrawal). If the OCG specifies a retention period longer than ten (10) years, or if applicable law requires a longer retention period, the Firm will comply with the longer p

Section 9.3 — Transition of Files Upon termination or expiration of the engagement for any reason, the Firm will promptly, and in any event within fifteen (15) business days of the effective date of termination or MTDC's request (whichever is earlier), deliver or make available to MTDC or its successor counsel all Client files, including but not limited to original documents, executed agreements, work product in prog

Section 10 — Indemnification and Limitation of Liability

Section 10.1 — Standard of Care The Firm will perform all Services in connection with this engagement in accordance with the standard of care applicable to attorneys experienced in complex commercial real estate finance transactions in the State of New York. This includes the exercise of the knowledge, skill, and diligence that a reasonably competent attorney specializing in such matters would exercise under similar

Section 10.2 — Limitation of Liability Except as otherwise provided in Sections 10.3 and 10.4, neither party shall be liable to the other for consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or in connection with this Agreement or the Services, regardless of whether such damages are based on contract, tort (including negligence), strict liability, or any other legal or equit

Section 10.3 — Firm Indemnification The Firm shall indemnify, defend, and hold harmless MTDC and its board of directors, officers, employees, agents, and successors (collectively, the "MTDC Indemnified Parties") from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs of investigation) (collectively, "Losses") arising out of

Section 10.4 — Professional Liability Insurance The Firm represents and warrants that it maintains professional liability (errors and omissions) insurance with a nationally recognized insurance carrier, with coverage limits of not less than Fifty Million Dollars ($50,000,000) per claim and One Hundred Million Dollars ($100,000,000) in the aggregate per policy year. The Firm will maintain such coverage (or substantial

Section 11 — Term and Termination

Section 11.1 — Term This Agreement is effective as of February 15, 2025, and shall continue in effect until the earliest to occur of: (a) the completion of all Services described in Section 1 (including all post-closing deliverables), (b) the termination of the engagement by either party in accordance with this Section 11, or (c) mutual written agreement of the parties to terminate the engagement.

Section 11.2 — Termination by MTDC MTDC may terminate this engagement at any time, with or without cause, upon written notice to the Firm directed to Douglas Fairchild at the address set forth in Section 14.4. Termination shall be effective upon receipt of such notice by the Firm (or on such later date as MTDC may specify in the notice). Upon termination by MTDC, MTDC shall be responsible for payment of all fees earn

Section 11.3 — Withdrawal by the Firm The Firm may withdraw from the engagement only upon grounds permitted by the New York Rules of Professional Conduct (including Rule 1.16) and only upon not less than thirty (30) days' prior written notice to MTDC's General Counsel. During such thirty (30) day notice period, the Firm will continue to perform the Services as reasonably necessary to protect MTDC's interests and to f

Section 11.4 — Survival The following provisions shall survive the termination or expiration of this Agreement for any reason and shall continue in full force and effect in accordance with their respective terms: Section 6 (Confidentiality and Information Security), Section 9 (Document Retention and Files), Section 10 (Indemnification and Limitation of Liability), Section 12 (Governing Law and Dispute Resolution), Se

Section 12 — Governing Law and Dispute Resolution

Section 12.1 — Governing Law This Agreement 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 laws of any other jurisdiction. The parties acknowledge that this Agreement relates to the provision of legal services in connection with a real property transaction located in New York, New Yor

Section 12.2 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, including but not limited to disputes regarding fees, expenses, scope of services, or the interpretation of any provision hereof (a "Dispute"), shall be resolved in accordance with the following procedures: (a) Negotiation. The parties shall first attempt to resolve any Dispute through good-faith negotia

Section 13 — Diversity and Inclusion The Firm acknowledges the importance of diversity and inclusion in the legal profession and in the composition of outside counsel engagement teams. The Firm has reviewed and is familiar with MTDC's supplier and outside counsel diversity requirements as set forth in Section 12 of the OCG, and the Firm is committed to complying with those requirements. The Firm will use good-faith e