Contract analysis

I. Engagement Overview On February 12, 2025, this firm opened an engagement on behalf of Metropolitan Transit Development Corp. ("MTDC") in connection with the financing of a large-scale, mixed-use transit-oriented development located at 450 West 34th Street, New York, NY 10001, known as the "Hudson Yards West Project." The total project cost for the Hudson Yards West Project is approximately $920,000,000. Calderwood

II. Staffing Plan A. Core Deal Team — Assignments & Roles The staffing plan set forth below is designed to provide MTDC with a cohesive, senior-led team possessing deep experience in complex construction financings, transit-oriented development projects, and multi-tranche capital structures. Each team member's role, principal responsibilities, and anticipated engagement profile are described in detail.

1. Douglas Fairchild — Partner, Real Estate (Responsible Partner) Douglas Fairchild will serve as the Responsible Partner on this engagement and will maintain overall supervisory authority for the quality and strategic direction of the legal work product delivered to MTDC. His responsibilities include, without limitation: • Overall engagement supervision and client relationship management, including periodic status u

2. Angela Fontaine — Partner, Real Estate (Billing Partner) Angela Fontaine will serve as Billing Partner and will be responsible for the financial administration and management of this engagement. In addition to her administrative role, Ms. Fontaine will carry substantive responsibility for several important work streams. Her responsibilities include: • Budget oversight, billing administration, and matter-level fina

3. Grace Nakamura — Senior Associate, Real Estate (Lead Associate) Grace Nakamura, a senior associate in her eighth year of practice, will serve as Lead Associate and will be the primary driver of day-to-day deal execution. Ms. Nakamura's practice is concentrated in commercial real estate finance, and she has served as lead associate on seven comparable construction-financing transactions within the past three years.

4. Rafael Dominguez — Associate, Real Estate (Working Associate) Rafael Dominguez, a fourth-year associate in the Real Estate department, will serve as the Working Associate on this engagement. Mr. Dominguez has contributed to multiple real estate finance transactions and has developed particular proficiency in entity-formation work, due-diligence coordination, and closing mechanics. His responsibilities include: • D

5. Sylvia Hartwell — Partner, Tax (Tax Specialist) Sylvia Hartwell, a partner in the firm's Tax department, will serve as the Tax Specialist on this engagement, providing advice on all tax-related aspects of the transaction. Ms. Hartwell has extensive experience advising on the tax dimensions of complex real estate financings in the New York metropolitan area. Her responsibilities include: • Tax structuring advice on

III. Hourly Rates & Estimated Hours A. Standard Billing Rates (2025) The following table sets forth the standard billing rates for each timekeeper assigned to this engagement, reflecting Calderwood & Harkness's published rate schedule for calendar year 2025: These rates reflect C&H's standard published rates for 2025 and are consistent with the rates communicated to MTDC at the time of engagement. As of the date of t

IV. Preliminary Budget A. Estimated Professional Fees Based on the staffing plan and estimated hours set forth in Section III above, the total estimated professional fees for the engagement are $1,633,125. This estimate is subject to a ±15% variability margin based on the factors identified above, yielding an estimated fee range of approximately $1,388,000 to $1,878,000. The midpoint estimate of $1,633,125 represents

V. Key Milestones & Staffing Intensity The following table aligns the principal deal milestones with target dates and identifies the timekeepers expected to be at peak utilization during each milestone period. This schedule will be maintained by Grace Nakamura and updated as the transaction progresses. The milestone schedule assumes that MTDC, the lenders, and all third-party consultants perform on the timelines set

VI. Risk & Scope Considerations The following items have been identified as potential risk factors that could result in the engagement exceeding the preliminary budget or requiring adjustments to the staffing plan. Each item is accompanied by an assessment of the potential impact on estimated hours and fees.

1. Intercreditor Complexity. Senior/mezzanine intercreditor negotiations have the potential to be among the most time-intensive aspects of this transaction. Ironclad National Bank, N.A. and Granite Peak Capital Partners, LP have not previously been in an intercreditor relationship on a transaction of this scale, and the absence of established precedent between these two institutions may result in protracted negotiati

2. Ground Lease Lender-Consent. The NYCEDC ground lease, executed June 1, 2020 and recorded at CRFN 2020000198762, requires a mortgagee consent and recognition agreement as a condition to the grant of a leasehold mortgage. Negotiations with NYCEDC's legal counsel regarding the form and substance of the recognition agreement, as well as any required amendments or supplements to the ground lease, may add 30 to 50 hours

3. NYC Mortgage Recording Tax. The combined New York City and New York State mortgage recording tax on a $475,000,000 senior mortgage represents a significant closing cost for MTDC. If any existing mortgage is of record on the property and is eligible for consolidation under a CEMA structure, the resulting reduction in mortgage recording tax exposure could yield substantial savings for the client. A CEMA-eligibility

4. ULURP Conditions / Restrictive Declaration Compliance. ULURP approval for the Hudson Yards West Project was granted under application number C 230415 ZSM on October 25, 2023. The ULURP approval may be subject to a restrictive declaration recorded against the property, the terms of which may impose ongoing obligations and conditions on the development. The lenders may require acknowledgment of, and compliance with,

5. Rating Agency Interaction. If Pinnacle Ratings Group (engagement reference PRG-MTDC-A-2024-1187) requires supplemental information, legal memoranda, or C&H participation in rating-agency presentations in connection with the financing, the resulting effort is estimated at an additional 10 to 15 hours, primarily Douglas Fairchild and Angela Fontaine time. As of the date of this memorandum, no such request has been r

6. Scope Creep. The preliminary budget is predicated on an assumption of two full rounds of loan-document mark-ups per tier (i.e., two rounds of borrower's comments followed by two rounds of lender's responses on each of the senior and mezzanine document sets). If the negotiation requires additional rounds — whether due to the complexity of open points, changes in the lenders' credit-committee requirements, or modifi

VII. Approvals The staffing plan and preliminary budget set forth in this memorandum are submitted for review and approval by the Real Estate Department Staffing Committee. Upon internal approval, the final budget will be communicated to MTDC (Lydia Okafor, General Counsel) in accordance with Calderwood & Harkness's client-communication protocols for engagements exceeding $1,000,000 in estimated professional fees. Su