[sheet: Cover]

[sheet: Cover]
Field | Value
Document Title | Funds Flow Memorandum — Sources and Application of Closing Proceeds
Prepared By | Calderwood & Harkness LLP (Borrower's Counsel)
C&H Matter No. | 1031-00004
Responsible Partner | Douglas Fairchild, Partner, Real Estate
Billing Partner | Angela Fontaine, Partner, Real Estate
Lead Associate | Grace Nakamura, Senior Associate, Real Estate
Working Associate | Rafael Dominguez, Associate, Real Estate
Paralegal | Sarah Hartwell, Senior Paralegal, Real Estate
Closing Date | June 15, 2025
Project | Hudson Yards West — 450 West 34th Street, New York, NY 10001
Tax Map Identification | Borough: Manhattan; Block 729; Lots 1, 5, 12, 15
Senior Mortgage Borrower | Hudson Yards West Mortgage LLC (Delaware SPE)
Mezzanine Borrower | Hudson Yards West Mezzanine LLC (Delaware SPE)
Sponsor / Guarantor | Metropolitan Transit Development Corp. (MTDC) — EIN 36-2847501
Senior Lender / Agent | Ironclad National Bank, N.A.
Mezzanine Lender | Granite Peak Capital Partners, LP
Title Company / Escrow Agent | Sentinel Title & Escrow Company
Title Commitment No. | STN-2025-MH-04178
General Contractor | Cobalt Construction Group, Inc.
GMP Contract No. | CCG-HYW-2025-001
Total Sources & Uses | $920,000,000.00
Appraised Value (As-Stabilized) | $1,025,000,000.00 (Broadstreet Appraisal Group — File BAG-25-1092, dated April 1, 2025)
Combined LTV | 65.85%
Senior LTV | 46.34%
ULURP Application No. | C 230415 ZSM
Ground Lease CRFN | 2020000198762 (NYC ACRIS)
Status | DRAFT — Subject to revision prior to closing
[sheet: Sources & Uses Summary]
Line No. | Category | Description | Amount | % of Total
SOURCES OF FUNDS
S-1 | Senior Mortgage Loan | Ironclad National Bank, N.A. (as Agent for Senior Syndicate) | $475,000,000.00 | 51.63%
S-2 | Mezzanine Loan | Granite Peak Capital Partners, LP | $200,000,000.00 | 21.74%
S-3 | Borrower Equity | Metropolitan Transit Development Corp. | $200,000,000.00 | 21.74%
S-4 | NYC Transit Infrastructure Grant | NYC Economic Development Corporation | $45,000,000.00 | 4.89%
TOTAL SOURCES | $920,000,000.00 | 100.00%
APPLICATION OF FUNDS (USES)
U-A | Property Acquisition | Leasehold acquisition cost | $185,000,000.00 | 20.11%
U-B | Construction Costs | GMP hard costs (initial draw + reserve) | $412,000,000.00 | 44.78%
U-C | Soft Cost Reserve | Ashford Corporation, permits, development management, FF&E | $85,000,000.00 | 9.24%
U-D | Interest Reserves | Senior + mezzanine debt service during construction | $103,000,000.00 | 11.20%
U-E | Project Reserve Deposits | Tax, insurance, operating, lease-up, environmental, ground rent, replacement | $38,700,000.00 | 4.21%
U-F | Contingency Reserve | Project-level contingency | $45,000,000.00 | 4.89%
U-G | Financing Fees | Origination fees + mortgage recording tax | $21,050,000.00 | 2.29%
U-H | Title & Recording Costs | Title insurance, search, recording, UCC, survey | $2,327,500.00 | 0.25%
U-I | Legal Fees | All counsel fees | $5,960,000.00 | 0.65%
U-J | Insurance Costs | Builder's risk, general liability, brokerage | $5,775,000.00 | 0.63%
U-K | Due Diligence & Professional Fees | Appraisal, environmental, PCA, rating, accounting | $1,030,000.00 | 0.11%
U-L | Other Closing Costs | Escrow fee, property mgmt setup, prepaid rent, working capital, misc. | $15,157,500.00 | 1.65%
TOTAL USES | $920,000,000.00 | 100.00%
PROOF: SOURCES LESS USES | $0.00
[sheet: Sources Detail]
Line No. | Source Entity | Entity Type / Role | Address | Funding Amount | Pro Rata Share | Wire Reference | Expected Wire Date | Wire Status
S-1 | SENIOR MORTGAGE LOAN — SYNDICATE DETAIL | $475,000,000.00 | 100.00%
S-1a | Ironclad National Bank, N.A. | National Banking Association — Administrative Agent & Lead Arranger | 277 Park Avenue, New York, NY 10172 | $150,000,000.00 | 31.58% | HYW-SENIOR-IRN-2025 | 2025-06-15 | Pending
S-1b | Ridgeline Savings Bank | State-chartered savings bank (New York) | 100 Federal Street, Suite 500, Boston, MA 02110 | $85,000,000.00 | 17.89% | HYW-SENIOR-RSB-2025 | 2025-06-15 | Pending
S-1c | Atlas Mutual Insurance Company | Mutual insurance company (Connecticut) | 200 Constitution Plaza, Hartford, CT 06103 | $75,000,000.00 | 15.79% | HYW-SENIOR-AMI-2025 | 2025-06-15 | Pending
S-1d | Commonwealth Trust Company | Trust company (Pennsylvania) | 1500 Market Street, Suite 3400, Philadelphia, PA 19102 | $60,000,000.00 | 12.63% | HYW-SENIOR-CTC-2025 | 2025-06-15 | Pending
S-1e | Harborview Federal Savings Bank | Federal savings bank — OTS chartered (New Jersey) | 70 Hudson Street, 8th Floor, Jersey City, NJ 07302 | $55,000,000.00 | 11.58% | HYW-SENIOR-HFS-2025 | 2025-06-15 | Pending
S-1f | Meridian Pacific Bank | State-chartered bank (California) | 555 California Street, Suite 2800, San Francisco, CA 94104 | $50,000,000.00 | 10.53% | HYW-SENIOR-MPB-2025 | 2025-06-15 | Pending
Senior Syndicate Subtotal | $475,000,000.00 | 100.00%
S-2 | Granite Peak Capital Partners, LP | Limited Partnership (Delaware) — Mezzanine Lender | 9 West 57th Street, Suite 4200, New York, NY 10019 | $200,000,000.00 | HYW-MEZZ-GPC-2025 | 2025-06-15 | Pending
S-3 | Metropolitan Transit Development Corp. | Government Instrumentality (Illinois) — Borrower Equity | 200 South Michigan Avenue, Suite 3100, Chicago, IL 60604 | $200,000,000.00 | HYW-EQUITY-MTDC-2025 | 2025-06-15 | Pending
S-4 | NYC Economic Development Corporation | Government Corporation (New York City) — Infrastructure Grant | One Liberty Plaza, 165 Broadway, New York, NY 10006 | $45,000,000.00 | HYW-GRANT-NYCEDC-2025 | 2025-06-15 | Pending
TOTAL SOURCES | $920,000,000.00
[sheet: Application of Funds]
Line No. | Category | Payee / Recipient | Purpose / Description | Amount | Funding Source Allocation | Wire Reference | Payee Account
A. PROPERTY ACQUISITION
A-1 | Property Acquisition | Seller / Ground Lessor (per acquisition docs) | Leasehold acquisition cost for 450 West 34th Street (Block 729, Lots 1, 5, 12, 15) | $185,000,000.00 | Senior Loan + Equity | HYW-LAND-001 | Per separate wire instruction letter
Subtotal — Property Acquisition | $185,000,000.00
B. CONSTRUCTION COSTS
B-1 | Initial Construction Draw | Cobalt Construction Group, Inc. | GMP mobilization payment per Contract CCG-HYW-2025-001 (Frank DelVecchio / Hiroshi Tanaka, Project Executive / Gail Merriman, CFO) | $28,500,000.00 | Senior Loan | HYW-COBALT-001 | Cobalt operating account
B-2 | Construction Reserve Deposit | Ironclad National Bank, N.A. (Agent) — Construction Reserve Account | Remaining GMP construction holdback ($412,000,000 GMP less $28,500,000 initial draw) | $383,500,000.00 | Senior Loan + Grant | HYW-CONSTR-RES | Ironclad construction reserve
Subtotal — Construction Costs | $412,000,000.00
C. SOFT COST RESERVE DEPOSIT
C-1 | Soft Cost Reserve | Ironclad National Bank, N.A. (Agent) — Soft Cost Reserve Account | Architectural & engineering, permits & governmental fees, development management, FF&E, soft cost contingency | $85,000,000.00 | Equity + Grant | HYW-SOFT-RES | Ironclad soft cost reserve
Subtotal — Soft Cost Reserve | $85,000,000.00
D. INTEREST RESERVES
D-1 | Senior Interest Reserve | Ironclad National Bank, N.A. (Agent) — Senior Interest Reserve Account | Interest reserve for senior mortgage (Term SOFR + 425 bps; SOFR floor 1.00%) during construction period through projected substantial completion (December 15, 2027) | $57,500,000.00 | Equity + Senior Loan | HYW-SR-INT-RES | Ironclad interest reserve
D-2 | Mezzanine Interest Reserve | Ironclad National Bank, N.A. (Agent) — Mezzanine Interest Reserve Account | Interest reserve for mezzanine loan (11.50% fixed) during construction period | $45,500,000.00 | Mezz Loan + Equity | HYW-MZ-INT-RES | Ironclad mezz interest reserve
Subtotal — Interest Reserves | $103,000,000.00
E. PROJECT RESERVE DEPOSITS
E-1 | Real Estate Tax Reserve | Ironclad National Bank, N.A. (Agent) — Tax Escrow Account | Real estate tax escrow | $4,200,000.00 | Equity | HYW-TAX-RES | Ironclad tax escrow
E-2 | Insurance Reserve | Ironclad National Bank, N.A. (Agent) — Insurance Reserve Account | Insurance premium reserve | $3,100,000.00 | Equity | HYW-INS-RES | Ironclad insurance reserve
E-3 | Operating Reserve | Ironclad National Bank, N.A. (Agent) — Operating Reserve Account | Operating expense reserve | $6,000,000.00 | Equity | HYW-OPS-RES | Ironclad operating reserve
E-4 | Lease-Up / TI Reserve | Ironclad National Bank, N.A. (Agent) — Lease-Up Reserve Account | Tenant improvement and leasing cost reserve (85% economic occupancy threshold required by 30 months post-first TCO, projected March 15, 2028) | $20,000,000.00 | Equity + Senior Loan | HYW-LU-RES | Ironclad lease-up reserve
E-5 | Replacement Reserve | Ironclad National Bank, N.A. (Agent) — Replacement Reserve Account | Capital replacement reserve | $750,000.00 | Equity | HYW-REPL-RES | Ironclad replacement reserve
E-6 | Environmental Remediation Reserve | Ironclad National Bank, N.A. (Agent) — Environmental Reserve Account | Environmental remediation reserve per Phase I ESA recommendations (Apex Environmental — Project AEC-NY-25-0337, delivered March 20, 2025) | $1,500,000.00 | Equity | HYW-ENV-RES | Ironclad environmental reserve
E-7 | Ground Rent Reserve | Ironclad National Bank, N.A. (Agent) — Ground Rent Reserve Account | Ground lease rent reserve — 9 months ($4,200,000/yr; CPI escalation every 5 yrs; Ground Lease CRFN 2020000198762, executed June 1, 2020) | $3,150,000.00 | Equity | HYW-GR-RES | Ironclad ground rent reserve
Subtotal — Project Reserves | $38,700,000.00
F. CONTINGENCY RESERVE
F-1 | Contingency Reserve | Ironclad National Bank, N.A. (Agent) — Contingency Reserve Account | Project-level contingency reserve | $45,000,000.00 | Equity + Senior Loan | HYW-CONT-RES | Ironclad contingency reserve
Subtotal — Contingency | $45,000,000.00
G. FINANCING FEES
G-1 | Senior Origination Fee | Ironclad National Bank, N.A. | 1.00% × $475,000,000 senior mortgage loan amount | $4,750,000.00 | Senior Loan (netted) | HYW-FEE-SR | Ironclad fee account
G-2 | Mezzanine Origination Fee | Granite Peak Capital Partners, LP | 1.50% × $200,000,000 mezzanine loan amount | $3,000,000.00 | Mezz Loan (netted) | HYW-FEE-MZ | Granite Peak fee account
G-3 | NYC Mortgage Recording Tax | New York City Register — Office of the City Register | Mortgage recording tax: 2.80% × $475,000,000 (combined NYC + NYS rate on commercial mortgage) | $13,300,000.00 | Senior Loan | HYW-MRT-001 | NYC Register account
Subtotal — Financing Fees | $21,050,000.00
H. TITLE & RECORDING COSTS
H-1 | Title Insurance — Senior ALTA Loan Policy | Sentinel Title & Escrow Company | ALTA 2006 loan policy — $475,000,000 coverage amount (Commitment STN-2025-MH-04178; Patricia Eng, Closing Officer) | $1,187,500.00 | Senior Loan | HYW-TITLE-SR | Sentinel Title premium account
H-2 | Title Insurance — Mezzanine / UCC Policy | Sentinel Title & Escrow Company | Mezzanine lender UCC insurance policy — $200,000,000 coverage amount | $500,000.00 | Mezz Loan | HYW-TITLE-MZ | Sentinel Title premium account
H-3 | Title Search & Examination | Sentinel Title & Escrow Company | Title search ordered March 15, 2025; examination of Block 729, Lots 1, 5, 12, 15 | $75,000.00 | Senior Loan | HYW-TITLE-SRCH | Sentinel Title operating
H-4 | Recording & Filing Fees | New York County Clerk / NYC ACRIS | Mortgage, assignment, and related document recording | $425,000.00 | Senior Loan | HYW-REC-001 | Per County Clerk instructions
H-5 | UCC-1 Financing Statement Filing Fees | Delaware Secretary of State / NY Department of State | UCC-1 filings for both SPE borrowers | $15,000.00 | Mezz Loan | HYW-UCC-001 | Per filing instructions
H-6 | ALTA/NSPS Survey | Survey vendor (via Sentinel Title) | Updated ALTA/NSPS land title survey | $125,000.00 | Senior Loan | HYW-SURV-001 | Per vendor invoice
Subtotal — Title & Recording | $2,327,500.00
I. LEGAL FEES
I-1 | Borrower's Counsel | Calderwood & Harkness LLP | Legal fees — borrower's counsel (Douglas Fairchild, partner); One Liberty Plaza, 55th Floor, New York, NY 10006 | $2,850,000.00 | Equity | HYW-LEGAL-SC | C&H client trust
I-2 | Senior Lender's Counsel | Clearfield & Associates LLP | Legal fees — senior lender's counsel (Harrison Whitmore, partner); 399 Park Avenue, 28th Floor, New York, NY 10022 | $1,750,000.00 | Senior Loan | HYW-LEGAL-CA | Clearfield operating
I-3 | Mezzanine Lender's Counsel | Voss Richter & Baines LLP | Legal fees — mezzanine lender's counsel (Natasha Ivanovic, partner); 1251 Avenue of the Americas, 34th Floor, New York, NY 10020 | $975,000.00 | Mezz Loan | HYW-LEGAL-VRB | VRB operating
I-4 | Zoning / Land Use Counsel | Hargrove & Linden, P.C. | Legal fees — local zoning & land use counsel (Raymond Cho, partner); 225 Broadway, Suite 1800, New York, NY 10007 | $385,000.00 | Equity | HYW-LEGAL-HL | Hargrove & Linden trust
Subtotal — Legal Fees | $5,960,000.00
J. INSURANCE COSTS
J-1 | Builder's Risk Insurance | Fortis Indemnity Insurance Co. | Builder's risk policy — $500,000,000 replacement cost coverage (Year 1 premium); via Castleton Insurance Brokerage (Brian Jessup, Account Executive) | $3,750,000.00 | Senior Loan | HYW-INS-BR | Fortis Indemnity premium account
J-2 | General Liability Insurance | Various carriers (via Castleton Insurance Brokerage) | Commercial general liability and umbrella coverage (Year 1 premium) | $1,850,000.00 | Equity | HYW-INS-GL | Per Castleton instructions
J-3 | Insurance Brokerage Fee | Castleton Insurance Brokerage, Inc. | Brokerage placement fee; 1185 Avenue of the Americas, 14th Floor, New York, NY 10036 | $175,000.00 | Equity | HYW-INS-BRK | Castleton operating
Subtotal — Insurance | $5,775,000.00
K. DUE DILIGENCE & PROFESSIONAL FEES
K-1 | Appraisal | Broadstreet Appraisal Group, Inc. | As-stabilized appraisal — $1,025,000,000 value (Marcus Tolliver, MAI; File BAG-25-1092, delivered April 1, 2025); 521 Fifth Avenue, Suite 1700, New York, NY 10175 | $185,000.00 | Senior Loan | HYW-DD-APR | Broadstreet operating
K-2 | Phase I ESA | Apex Environmental Consultants, Inc. | Phase I Environmental Site Assessment (Dr. Lena Kaur, PM; Project AEC-NY-25-0337, delivered March 20, 2025); 100 Metroplex Drive, Suite 300, Edison, NJ 08817 | $95,000.00 | Senior Loan | HYW-DD-ENV | Apex operating
K-3 | Property Condition Assessment | Trident Structural Engineers, P.C. | Structural/PCA report (Dr. Rajesh Banerjee, PE); 32 Old Slip, 15th Floor, New York, NY 10005 | $125,000.00 | Senior Loan | HYW-DD-PCA | Trident operating
K-4 | Credit Rating Agency Fee | Pinnacle Ratings Group | MTDC credit rating maintenance (Rating: A–; Identifier PRG-MTDC-A-2024-1187; Christine Morales, Lead Analyst) | $350,000.00 | Equity | HYW-DD-RAT | Pinnacle operating
K-5 | Accounting & Audit | Whitfield Albrecht & Co. LLP | Audit and accounting services (Sandra Okonkwo, CPA; Engagement Partner); 155 North Wacker Drive, Suite 2200, Chicago, IL 60606 | $275,000.00 | Equity | HYW-DD-ACCT | Whitfield Albrecht operating
Subtotal — Due Diligence | $1,030,000.00
L. OTHER CLOSING COSTS
L-1 | Escrow / Closing Agent Fee | Sentinel Title & Escrow Company | Closing/escrow services (Patricia Eng, Closing Officer); 140 Broadway, 20th Floor, New York, NY 10005 | $50,000.00 | Equity | HYW-ESC-001 | Sentinel Title operating
L-2 | Property Management Setup | Evergreen Property Management LLC | Pre-opening management setup (Teresa Langford, Principal); 601 West 26th Street, Suite 410, New York, NY 10001 | $150,000.00 | Equity | HYW-PM-001 | Evergreen operating
L-3 | Ground Lease Prepaid Rent | NYCEDC (as ground lessor) | Ground rent prepayment — Q3 2025 ($4,200,000/yr annual rent ÷ 4 quarters = $1,050,000); CRFN 2020000198762 | $1,050,000.00 | Equity | HYW-GR-PREPD | NYCEDC operating
L-4 | Working Capital Deposit | Hudson Yards West Mortgage LLC — Operating Account | Borrower SPE working capital | $10,000,000.00 | Equity | HYW-WC-001 | HYW Mortgage operating
L-5 | NYCEDC Compliance / Administrative Fee | NYC Economic Development Corporation | Grant compliance and project monitoring | $500,000.00 | Grant | HYW-NYCEDC-001 | NYCEDC admin account
L-6 | Miscellaneous Closing Costs | Various / TBD | Courier, notarization, good standing certificates, entity formation costs, bank fees, and other miscellaneous costs | $3,407,500.00 | Equity | HYW-MISC-001 | Various
Subtotal — Other Closing Costs | $15,157,500.00
GRAND TOTAL — APPLICATION OF FUNDS | $920,000,000.00
[sheet: Reserve Account Detail]
Reserve Account | Account Holder / Depository | Initial Deposit | Interest-Bearing (Y/N) | Release Conditions | Projected Full Draw Date | Covenant / Threshold Reference
Construction Reserve | Ironclad National Bank, N.A. (Agent) | $383,500,000.00 | Y | Monthly draw requests with AIA G702/G703 certified by Cobalt (GC) and approved by construction consultant; subject to Ironclad inspector sign-off | 2027-12-15 | GMP $412,000,000 per Contract CCG-HYW-2025-001
Soft Cost Reserve | Ironclad National Bank, N.A. (Agent) | $85,000,000.00 | Y | Draw requests with invoices and lien waivers; budget line-item approval required | 2028-03-15 | Per approved project budget
Senior Interest Reserve | Ironclad National Bank, N.A. (Agent) | $57,500,000.00 | N | Monthly interest payments on senior mortgage (Term SOFR + 425 bps; SOFR floor 1.00%); auto-debit by Agent | 2027-12-15 | Senior loan initial maturity: June 15, 2029; two 1-year extensions available
Mezzanine Interest Reserve | Ironclad National Bank, N.A. (Agent) | $45,500,000.00 | N | Monthly interest payments on mezzanine loan (11.50% fixed); transfers to Granite Peak Capital Partners, LP | 2027-12-15 | Per intercreditor agreement
Real Estate Tax Reserve | Ironclad National Bank, N.A. (Agent) | $4,200,000.00 | N | Disbursed to NYC for real estate tax payments as they come due | Ongoing | Annual replenishment required
Insurance Reserve | Ironclad National Bank, N.A. (Agent) | $3,100,000.00 | N | Disbursed for insurance premium renewals | Ongoing | Per insurance requirements
Operating Reserve | Ironclad National Bank, N.A. (Agent) | $6,000,000.00 | Y | Released upon stabilization and satisfaction of DSCR covenant (min 1.20x combined, trailing 12 months) | Post-stabilization | DSCR min 1.20x; Debt Yield min 8.0%; LTV max 70.0%
Lease-Up / TI Reserve | Ironclad National Bank, N.A. (Agent) | $20,000,000.00 | Y | Disbursed for tenant improvements and leasing commissions upon execution of qualifying leases; 85% economic occupancy threshold by September 15, 2029 (30 months post first TCO March 15, 2028) | 2029-09-15 | 85% economic occupancy required
Replacement Reserve | Ironclad National Bank, N.A. (Agent) | $750,000.00 | Y | Capital expenditure requests with engineer approval | Ongoing | Per PCA schedule
Environmental Remediation Reserve | Ironclad National Bank, N.A. (Agent) | $1,500,000.00 | Y | Released upon completion of remediation per Phase I ESA recommendations and no-further-action letter | TBD | Per Apex Environmental report AEC-NY-25-0337
Ground Rent Reserve | Ironclad National Bank, N.A. (Agent) | $3,150,000.00 | N | Quarterly disbursements to NYCEDC for ground rent ($4,200,000/yr; CPI escalation every 5 years per ground lease executed June 1, 2020, CRFN 2020000198762) | Ongoing | Ground lease compliance
Contingency Reserve | Ironclad National Bank, N.A. (Agent) | $45,000,000.00 | Y | Released for approved change orders and unforeseen project costs; requires Agent consent | 2027-12-15 | Per loan agreement
TOTAL RESERVE DEPOSITS | $654,700,000.00
[sheet: Closing Costs Breakdown]
Line No. | Cost Category | Payee | Description | Invoice / Reference | Amount | Allocated to Senior Loan | Allocated to Mezz Loan | Allocated to Equity | Allocated to Grant
FINANCING FEES
G-1 | Financing Fees | Ironclad National Bank, N.A. | Senior Origination Fee (1.00% × $475,000,000) | Per Senior Mortgage Term Sheet dated 2025-02-28 | $4,750,000.00 | $4,750,000.00 | $0.00 | $0.00 | $0.00
G-2 | Financing Fees | Granite Peak Capital Partners, LP | Mezzanine Origination Fee (1.50% × $200,000,000) | Per Mezzanine Term Sheet dated 2025-03-07 | $3,000,000.00 | $0.00 | $3,000,000.00 | $0.00 | $0.00
G-3 | Financing Fees | NYC Register | Mortgage Recording Tax (2.80% × $475,000,000) | NYC/NYS commercial mortgage rate | $13,300,000.00 | $13,300,000.00 | $0.00 | $0.00 | $0.00
Subtotal — Financing Fees | $21,050,000.00 | $18,050,000.00 | $3,000,000.00 | $0.00 | $0.00
TITLE & RECORDING
H-1 | Title & Recording | Sentinel Title & Escrow Company | ALTA 2006 Senior Loan Policy ($475,000,000) | Commitment STN-2025-MH-04178 | $1,187,500.00 | $1,187,500.00 | $0.00 | $0.00 | $0.00
H-2 | Title & Recording | Sentinel Title & Escrow Company | Mezzanine / UCC Policy ($200,000,000) | Commitment STN-2025-MH-04178 | $500,000.00 | $0.00 | $500,000.00 | $0.00 | $0.00
H-3 | Title & Recording | Sentinel Title & Escrow Company | Title Search & Examination | Ordered 2025-03-15 | $75,000.00 | $75,000.00 | $0.00 | $0.00 | $0.00
H-4 | Title & Recording | NY County Clerk / ACRIS | Recording & Filing Fees | Mortgage, assignment docs | $425,000.00 | $425,000.00 | $0.00 | $0.00 | $0.00
H-5 | Title & Recording | DE SOS / NY DOS | UCC-1 Filing Fees | HYW Mortgage LLC + HYW Mezzanine LLC | $15,000.00 | $0.00 | $15,000.00 | $0.00 | $0.00
H-6 | Title & Recording | Survey Vendor | ALTA/NSPS Survey | Updated survey | $125,000.00 | $125,000.00 | $0.00 | $0.00 | $0.00
Subtotal — Title & Recording | $2,327,500.00 | $1,812,500.00 | $515,000.00 | $0.00 | $0.00
LEGAL FEES
I-1 | Legal Fees | Calderwood & Harkness LLP | Borrower's Counsel (D. Fairchild / A. Fontaine / G. Nakamura / R. Dominguez / S. Hartwell) | C&H Matter 1031-00004 | $2,850,000.00 | $0.00 | $0.00 | $2,850,000.00 | $0.00
I-2 | Legal Fees | Clearfield & Associates LLP | Senior Lender's Counsel (H. Whitmore) | Per lender engagement | $1,750,000.00 | $1,750,000.00 | $0.00 | $0.00 | $0.00
I-3 | Legal Fees | Voss Richter & Baines LLP | Mezzanine Lender's Counsel (N. Ivanovic) | Per lender engagement | $975,000.00 | $0.00 | $975,000.00 | $0.00 | $0.00
I-4 | Legal Fees | Hargrove & Linden, P.C. | Zoning / Land Use Counsel (R. Cho) | Zoning opinion delivered 2025-04-15 | $385,000.00 | $0.00 | $0.00 | $385,000.00 | $0.00
Subtotal — Legal Fees | $5,960,000.00 | $1,750,000.00 | $975,000.00 | $3,235,000.00 | $0.00
INSURANCE
J-1 | Insurance | Fortis Indemnity Insurance Co. | Builder's Risk — $500M replacement cost coverage (Yr 1) | Via Castleton Brokerage | $3,750,000.00 | $3,750,000.00 | $0.00 | $0.00 | $0.00
J-2 | Insurance | Various Carriers | CGL & Umbrella (Year 1) | Via Castleton Brokerage | $1,850,000.00 | $0.00 | $0.00 | $1,850,000.00 | $0.00
J-3 | Insurance | Castleton Insurance Brokerage, Inc. | Brokerage Placement Fee (B. Jessup) | Account executive fee | $175,000.00 | $0.00 | $0.00 | $175,000.00 | $0.00
Subtotal — Insurance | $5,775,000.00 | $3,750,000.00 | $0.00 | $2,025,000.00 | $0.00
DUE DILIGENCE & PROFESSIONAL FEES
K-1 | Due Diligence | Broadstreet Appraisal Group, Inc. | Appraisal (M. Tolliver, MAI) | File BAG-25-1092; delivered 2025-04-01 | $185,000.00 | $185,000.00 | $0.00 | $0.00 | $0.00
K-2 | Due Diligence | Apex Environmental Consultants, Inc. | Phase I ESA (Dr. L. Kaur) | Project AEC-NY-25-0337; delivered 2025-03-20 | $95,000.00 | $95,000.00 | $0.00 | $0.00 | $0.00
K-3 | Due Diligence | Trident Structural Engineers, P.C. | Property Condition Assessment (Dr. R. Banerjee, PE) | PCA report | $125,000.00 | $125,000.00 | $0.00 | $0.00 | $0.00
K-4 | Due Diligence | Pinnacle Ratings Group | Credit Rating Fee (C. Morales) | PRG-MTDC-A-2024-1187; Rating: A– | $350,000.00 | $0.00 | $0.00 | $350,000.00 | $0.00
K-5 | Due Diligence | Whitfield Albrecht & Co. LLP | Accounting & Audit (S. Okonkwo, CPA) | MTDC FY2024 audit: Rev $1.12B; Net Assets $3.7B | $275,000.00 | $0.00 | $0.00 | $275,000.00 | $0.00
Subtotal — Due Diligence | $1,030,000.00 | $405,000.00 | $0.00 | $625,000.00 | $0.00
OTHER CLOSING COSTS
L-1 | Other | Sentinel Title & Escrow Company | Escrow / Closing Agent Fee (P. Eng) | Closing fee | $50,000.00 | $0.00 | $0.00 | $50,000.00 | $0.00
L-2 | Other | Evergreen Property Management LLC | Property Management Setup (T. Langford) | Pre-opening services | $150,000.00 | $0.00 | $0.00 | $150,000.00 | $0.00
L-3 | Other | NYCEDC | Ground Lease Prepaid Rent (Q3 2025) | $4,200,000/yr ÷ 4 | $1,050,000.00 | $0.00 | $0.00 | $1,050,000.00 | $0.00
L-4 | Other | HYW Mortgage LLC | Working Capital Deposit | Borrower SPE operating account | $10,000,000.00 | $0.00 | $0.00 | $10,000,000.00 | $0.00
L-5 | Other | NYCEDC | Compliance / Administrative Fee | Grant monitoring | $500,000.00 | $0.00 | $0.00 | $0.00 | $500,000.00
L-6 | Other | Various / TBD | Miscellaneous Closing Costs | Courier, notary, formation, bank fees | $3,407,500.00 | $0.00 | $0.00 | $3,407,500.00 | $0.00
Subtotal — Other Closing Costs | $15,157,500.00 | $0.00 | $0.00 | $14,657,500.00 | $500,000.00
TOTAL CLOSING COSTS (G–L) | $51,300,000.00 | $25,767,500.00 | $4,490,000.00 | $20,542,500.00 | $500,000.00