1031-00004 · Hudson Yards West Mortgage LLC · Closing

post-closing-obligations-letter.docx DOCUMENT Real Estate

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

June 15, 2025

VIA EMAIL AND HAND DELIVERY

Lydia Okafor, Esq. General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Connor McBride Project Director, Hudson Yards West Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Re: Hudson Yards West — Post-Closing Obligations and Deliverables Senior Mortgage Loan ($475,000,000) — Ironclad National Bank, N.A., as Agent Mezzanine Loan ($200,000,000) — Granite Peak Capital Partners, LP C&H Matter No. 1031-00004

Dear Lydia and Connor:

We are pleased to confirm that the closing (the "Closing") of (a) the Senior Mortgage Loan in the original principal amount of $475,000,000 (the "Senior Loan"), made by the lenders party thereto (the "Senior Lenders") through Ironclad National Bank, N.A., as administrative agent (the "Agent" or "Ironclad"), to Hudson Yards West Mortgage LLC ("HYW Mortgage"), and (b) the Mezzanine Loan in the original principal amount of $200,000,000 (the "Mezzanine Loan"), made by Granite Peak Capital Partners, LP ("Granite Peak"), to Hudson Yards West Mezzanine LLC ("HYW Mezzanine"), occurred on June 15, 2025 (the "Closing Date"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Senior Loan Agreement or the Mezzanine Loan Agreement, as applicable.

This letter summarizes all post-closing obligations, outstanding deliverables, and continuing compliance items arising under the Loan Documents executed and delivered at or in connection with the Closing. The letter is organized by category for ease of tracking and identifies the responsible party, required action, and applicable deadline for each item. We have prepared this letter in connection with our representation of Metropolitan Transit Development Corp. ("MTDC") and the SPE Borrowers (HYW Mortgage and HYW Mezzanine, collectively, the "Borrowers") in connection with the transactions described above.

As you are aware, the post-closing obligations described herein run to Ironclad (in its capacity as Agent for the Senior Lender syndicate) and to Granite Peak (as Mezzanine Lender). Failure to timely satisfy post-closing items may constitute an Event of Default or trigger cure periods under Section 8.01 of the Senior Loan Agreement and Section 7.01 of the Mezzanine Loan Agreement, respectively. Certain items are also conditions precedent to the first advance of construction loan proceeds under the Senior Loan, and delays in delivering such items will delay the commencement of draws.

We strongly recommend that MTDC designate a single internal point of contact to coordinate all post-closing deliverables. Given his direct involvement in the project, Connor McBride would be the natural choice for this role, with support from Lydia Okafor on legal matters and Priya Subramanian on financial and accounting matters.

Calderwood & Harkness LLP ("C&H") will serve as the central clearing house for post-closing deliverables and will maintain the tracking checklist attached hereto as Exhibit A. However, we wish to emphasize that the ultimate responsibility for the preparation, execution, and timely delivery of all post-closing items lies with MTDC and the SPE Borrowers. C&H will facilitate and coordinate, but MTDC must take affirmative steps to ensure that all deadlines are met.

The post-closing obligations are organized as follows:

I. Recording and Filing Obligations

A. Mortgage Instruments — New York County Register

The following instruments must be recorded with the Office of the City Register, New York County, through the Automated City Register Information System ("ACRIS"). Sentinel Title & Escrow Company ("Sentinel Title"), through its designated recording officer Patricia Eng, has been retained to handle all recordings unless otherwise noted below.

1. Mortgage, Assignment of Leases and Rents, and Security Agreement. The Mortgage, Assignment of Leases and Rents, and Security Agreement (the "Mortgage") executed by Hudson Yards West Mortgage LLC, as Mortgagor, in favor of Ironclad National Bank, N.A., as Agent, as Mortgagee, covering the real property known as Block 729, Lots 1, 5, 12, and 15 (Manhattan), together with all improvements thereon and appurtenances thereto (the "Project Site"), shall be recorded within five (5) Business Days of the Closing Date. The recording deadline is June 20, 2025. The New York City mortgage recording tax and the New York State mortgage recording tax applicable to the Mortgage have been paid at Closing as reflected in the Closing Statement. Upon recording, Sentinel Title shall deliver a certified recorded copy of the Mortgage bearing the City Register File Number ("CRFN") to C&H and to Clearfield & Associates LLP ("Clearfield"), Senior Lender's counsel, attention Harrison Whitmore.

2. Assignment of Leasehold Interest. The Collateral Assignment of Leasehold Interest (the "Leasehold Assignment"), assigning HYW Mortgage's interest under the Ground Lease (CRFN 2020000198762) to Ironclad, as Agent, as additional collateral for the Senior Loan, shall be recorded concurrently with the Mortgage. The underlying Ground Lease was entered into by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and HYW Mortgage (as successor-in-interest), as tenant, dated June 1, 2020 (the "Ground Lease"). Sentinel Title shall coordinate the concurrent recording of the Leasehold Assignment and shall provide certified recorded copies bearing the CRFN to all parties.

3. Subordination, Non-Disturbance and Attornment Agreement (SNDA). The Subordination, Non-Disturbance and Attornment Agreement among Ironclad, as Agent, NYCEDC, and HYW Mortgage LLC (the "SNDA") shall be recorded concurrently with the Mortgage and the Leasehold Assignment. The original SNDA was fully executed at Closing and delivered to Sentinel Title for recording. Sentinel Title shall deliver certified recorded copies to all parties upon receipt of the CRFN.

4. Consolidation, Extension and Modification Agreement (CEMA). To the extent applicable, and in order to tie the Mortgage to any existing mortgage recording and thereby minimize additional mortgage recording tax liability, a Consolidation, Extension and Modification Agreement (the "CEMA") shall be prepared and recorded concurrently with the Mortgage. Sentinel Title shall coordinate with C&H and Clearfield to determine whether a CEMA is necessary or appropriate based on the recording history of the Ground Lease mortgage, and shall prepare the CEMA for execution and recording if warranted. We note that the availability of CEMA treatment depends on the existence of a prior mortgage that can serve as the basis for consolidation. Sentinel Title (Patricia Eng) should confirm by no later than June 17, 2025 whether a CEMA will be utilized.

Sentinel Title has been instructed to provide recording confirmation and CRFN numbers within forty-eight (48) hours of recording. Upon receipt of such confirmation, C&H will promptly circulate the recording information and certified recorded copies to Clearfield (Harrison Whitmore) and Voss Richter & Baines LLP ("VRB"), Mezzanine Lender's counsel (Natasha Ivanovic).

B. UCC Financing Statements

The following Uniform Commercial Code financing statements must be filed to perfect the security interests granted under the Loan Documents:

1. UCC-1 Financing Statement — Senior Loan (Delaware SOS). A UCC-1 Financing Statement naming Hudson Yards West Mortgage LLC as Debtor and Ironclad National Bank, N.A., as Agent, as Secured Party, shall be filed with the Delaware Secretary of State, which is the jurisdiction of organization of the Debtor. This filing must be completed within three (3) Business Days of Closing. The filing deadline is June 18, 2025. The collateral description shall conform to the description set forth in the Mortgage Loan Security Agreement executed at Closing. C&H will file this financing statement electronically via the Delaware Secretary of State's filing portal and will obtain and circulate a stamped acknowledgment copy to all parties promptly upon receipt.

2. UCC-1 Financing Statement — Mezzanine Loan (Delaware SOS). A UCC-1 Financing Statement naming Hudson Yards West Mezzanine LLC as Debtor and Granite Peak Capital Partners, LP, as Secured Party, shall be filed with the Delaware Secretary of State. The filing deadline is June 18, 2025. The collateral description shall encompass 100% of the membership interests in Hudson Yards West Mortgage LLC, as more particularly described in the Pledge and Security Agreement executed by HYW Mezzanine in favor of Granite Peak at Closing. C&H will file this financing statement electronically and will circulate a stamped acknowledgment copy to VRB (Natasha Ivanovic) and Granite Peak (Diane Castellano).

3. UCC-1 Financing Statement — Fixture Filing (New York County Register). A UCC-1 Financing Statement in the form of a fixture filing, naming Hudson Yards West Mortgage LLC as Debtor and Ironclad National Bank, N.A., as Agent, as Secured Party, shall be filed with the New York County Register through ACRIS. This fixture filing shall reference the real property covered by the Mortgage, specifically Block 729, Lots 1, 5, 12, and 15 (Manhattan). The fixture filing shall be filed concurrently with the recording of the Mortgage. Sentinel Title (Patricia Eng) shall coordinate this filing as part of the ACRIS recording package.

4. UCC-3 Amendment / Continuation Statements. Section 4.18 of the Senior Loan Agreement requires the Borrower to file continuation statements with respect to each UCC-1 Financing Statement not earlier than six (6) months prior to the five-year expiration of such financing statement and not later than three (3) months prior to such expiration. Based on the anticipated June 2025 filing date, the initial UCC-1 Financing Statements will expire in June 2030. Accordingly, continuation statements must be filed during the window beginning December 2029 and ending no later than March 2030 (assuming the Senior Loan has not been repaid in full prior to such date). C&H will set internal calendar reminders and will notify MTDC and the Borrowers of the filing obligation at the appropriate time.

C. Other Government Filings

1. New York City Real Property Transfer Tax Return (NYC RPT). Depending on the characterization of the assignment and assumption of the Ground Lease interest, a New York City Real Property Transfer Tax Return may be required. We have asked Hargrove & Linden LLP ("Hargrove & Linden"), local tax counsel, through Raymond Cho, to analyze whether the Closing transactions trigger a transfer tax filing obligation. If a filing is required, it must be completed within thirty (30) days of the Closing Date (deadline: July 15, 2025). MTDC should be prepared to furnish Hargrove & Linden with any additional transactional information needed to complete this analysis.

2. New York State Transfer Tax Return (TP-584). The same analysis applies to the New York State Real Estate Transfer Tax Return (Form TP-584). Hargrove & Linden (Raymond Cho) will coordinate the state transfer tax analysis concurrently with the NYC RPT analysis described above and will advise on whether a TP-584 filing is required. The filing deadline, if applicable, is the same: July 15, 2025.

3. MTDC Annual Report Filing — Illinois Secretary of State. MTDC must maintain its good standing with the Illinois Secretary of State by filing its annual report when due. MTDC should confirm that its most recent annual report has been filed and that it is in good standing as of the Closing Date. Ongoing good standing is a covenant under both the Senior Loan Agreement and the Mezzanine Loan Agreement.

4. SPE Entity Formation and Qualification. With respect to Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC:

(a) Certificates of Formation (Delaware). Confirm that the Certificates of Formation for each entity have been filed with the Delaware Secretary of State. If these filings were not completed prior to Closing, they must be completed immediately and evidence of filing provided to C&H (Rafael Dominguez) within three (3) Business Days.

(b) Employer Identification Numbers. Each entity must obtain an Employer Identification Number ("EIN") from the Internal Revenue Service by filing Form SS-4. This must be completed within five (5) Business Days of the Closing Date (deadline: June 20, 2025). Rafael Dominguez will coordinate the EIN applications if MTDC's tax department has not already done so.

(c) Foreign Qualification — New York. Each of HYW Mortgage LLC and HYW Mezzanine LLC must file an Application for Authority (foreign qualification) with the New York Department of State, as each entity is organized in Delaware but will be conducting business in New York. The filing deadline is ten (10) Business Days following the Closing Date (June 27, 2025). C&H will prepare and file the applications.

II. Title Insurance

A. Final ALTA Title Policies

1. Senior Lender's Title Policy. Sentinel Title & Escrow Company, acting as issuing agent, is required to deliver the final marked-up ALTA 2006 Loan Policy of Title Insurance (Title Commitment No. STN-2025-MH-04178) insuring the lien of the Mortgage in the amount of $475,000,000, naming Ironclad National Bank, N.A., as Agent, as the insured. The final policy must be delivered within thirty (30) days of the Closing Date (deadline: July 15, 2025).

The policy must include all endorsements required under Section 5.01(b)(iii) of the Senior Loan Agreement, including but not limited to:

• ALTA 3.1 — Zoning (with parking and loading);

• ALTA 9 — Comprehensive (Restrictions, Encroachments, Minerals);

• ALTA 28 — Easement — Damage or Enforced Removal;

• ALTA 35 — Mineral and Subsurface Rights;

• Survey Endorsement (tie-in with ALTA/NSPS survey);

• Environmental Protection Lien Endorsement;

• Usury Endorsement;

• Variable Rate Endorsement;

• Revolving Credit / Future Advance Endorsement;

• Last Dollar Endorsement; and

• Such additional endorsements as Ironclad may reasonably require.

The policy must also reflect the deletion of all standard exceptions (Schedule B-I items) that were cleared at or prior to Closing, including the standard survey exception (replaced by survey endorsement based on the ALTA/NSPS survey certified to all parties), the gap exception (covered by gap indemnity or date-down), and the mechanic's lien exception (to the extent applicable). C&H will review the draft policy against the pro forma title policy approved at Closing and will promptly advise the parties of any discrepancies.

2. Mezzanine Lender's UCC Insurance Policy. Sentinel Title shall deliver a UCC insurance policy in the amount of $200,000,000, insuring Granite Peak Capital Partners, LP, as the insured, with respect to the perfection and first-priority status of the pledge of 100% of the membership interests in Hudson Yards West Mortgage LLC granted by HYW Mezzanine LLC to Granite Peak under the Pledge and Security Agreement. The UCC insurance policy must be delivered within thirty (30) days of the Closing Date (deadline: July 15, 2025).

3. Owner's Title Policy. MTDC may elect to obtain an owner's title policy insuring the leasehold estate of HYW Mortgage LLC. This is optional and at MTDC's expense. If MTDC wishes to obtain an owner's policy, Lydia Okafor should notify Sentinel Title and C&H promptly so that the policy can be issued concurrently with the lender policies described above.

B. Title Continuation / Bring-Down

Pursuant to the Senior Loan Agreement, Sentinel Title is required to deliver a bring-down endorsement or date-down certificate at each future advance disbursement under the Senior Construction Loan, confirming that (a) the lien of the Mortgage remains in full force and effect, (b) no intervening liens or encumbrances have been recorded, and (c) the insured amount has been increased to reflect the total amount advanced through such date. The first advance under the Construction Loan is expected to occur within ten (10) Business Days of the Closing Date. Sentinel Title should be prepared to issue the initial bring-down endorsement promptly upon request by Ironclad.

III. Insurance Deliverables

A. Evidence of Insurance — Outstanding Items

The following insurance deliverables remain outstanding as of the Closing Date. While binders, certificates, or evidence of coverage for certain policies were accepted at Closing, the final policy documents must be delivered within the deadlines specified below:

1. Builder's Risk Policy. The builder's risk insurance policy (all-risk, including terrorism and flood, if applicable) has been placed with Fortis Indemnity Insurance Co., providing coverage in an amount equal to the full replacement cost of the Project, which is $500,000,000. Castleton Insurance Brokerage (Brian Jessup) has been instructed to deliver a certified copy of the final binder and the complete policy to Ironclad (Samantha Bledsoe) and Granite Peak (Victor Salinas). The policy must name Ironclad National Bank, N.A., as Agent, as mortgagee, additional insured, and loss payee under a standard mortgagee clause acceptable to Ironclad. A binder was accepted at Closing in lieu of the final policy. The deadline for delivery of the final executed policy is thirty (30) days post-Closing (July 15, 2025).

2. Commercial General Liability. Commercial general liability insurance is in place providing coverage of $25,000,000 per occurrence and $50,000,000 in the aggregate. ACORD 25 (Certificate of Insurance) and ACORD 28 (Evidence of Commercial Property Insurance) certificates were delivered at Closing. The final policy copy, including all endorsements, remains outstanding and must be delivered to Ironclad and Granite Peak within thirty (30) days of Closing.

3. Umbrella / Excess Liability. Umbrella or excess liability insurance is in place with limits of $100,000,000. A certificate of insurance was delivered at Closing. The final policy, including evidence of underlying coverage and all endorsements, remains outstanding and must be delivered within thirty (30) days of Closing.

4. Workers' Compensation. Cobalt Construction Group, Inc. ("Cobalt"), as the general contractor, is required to maintain statutory workers' compensation insurance coverage for all employees and subcontractors performing work at the Project Site. A certificate of insurance naming HYW Mortgage LLC as certificate holder was delivered at Closing. This certificate must be refreshed upon the actual commencement of construction activities at the Project Site, and an updated certificate must be provided to Ironclad and C&H at that time.

5. Contractor's Professional Liability. Cobalt is required to deliver evidence of contractor's professional liability insurance with limits of not less than $10,000,000 per claim. This coverage must be in place prior to the first draw under the Construction Loan. Castleton Insurance Brokerage and Cobalt's insurance broker should coordinate to ensure timely placement and delivery of this coverage. The deadline for delivery is prior to the first draw request.

6. Flood Insurance. C&H and Castleton Insurance Brokerage (Brian Jessup) must confirm whether the Project Site (Block 729) is located in a FEMA-designated Special Flood Hazard Area ("SFHA"). If the Project Site is within an SFHA, evidence of flood insurance in an amount satisfactory to Ironclad must be delivered within thirty (30) days of the Closing Date. Castleton should obtain a FEMA Flood Zone Determination promptly and advise all parties of the results.

B. Ongoing Insurance Compliance

Section 5.04 of the Senior Loan Agreement and Section 4.06 of the Mezzanine Loan Agreement each require the Borrower to deliver evidence of renewal of all required insurance policies not less than thirty (30) days prior to the expiration of each such policy. MTDC and the Borrowers should calendar all policy renewal dates and should instruct Castleton Insurance Brokerage to provide renewal evidence to Ironclad, Granite Peak, and C&H at least forty-five (45) days prior to each expiration to allow time for review and any required corrections. A comprehensive insurance calendar should be maintained by Castleton in coordination with MTDC's risk management team.

IV. Organizational and Entity Deliverables

A. SPE Borrower Entities

1. Hudson Yards West Mortgage LLC. The following deliverables relate to HYW Mortgage LLC, the mortgage-level borrower under the Senior Loan:

(a) Certified Copy of Certificate of Formation. Deliver a certified copy of the Certificate of Formation filed with the Delaware Secretary of State. If not yet obtained, Rafael Dominguez will order a certified copy from the Delaware Secretary of State.

(b) Operating Agreement. The Operating Agreement of HYW Mortgage LLC was executed at Closing. A final conformed copy of the Operating Agreement, incorporating all exhibits and schedules, must be circulated to all parties within five (5) Business Days of the Closing Date (deadline: June 20, 2025).

(d) Authorization to Do Business in New York. File an Application for Authority with the New York Department of State for HYW Mortgage LLC to qualify to do business in New York as a foreign limited liability company. Deadline: June 27, 2025.

(e) Certified Resolutions. Deliver certified copies of the resolutions of the sole member of HYW Mortgage LLC (HYW Mezzanine LLC) authorizing the execution and delivery of the Senior Loan Documents and the consummation of the transactions contemplated thereby. These resolutions were adopted at or prior to Closing; certified copies must be included in the post-closing binder.

(f) Independent Director / Special Member. Confirm the appointment of an independent director or special member of HYW Mortgage LLC, if required under the SPE covenants set forth in Section 4.20 of the Senior Loan Agreement. If such appointment has been made, deliver evidence thereof (including the written consent of the independent director or special member). C&H (Rafael Dominguez) is responsible for coordinating this item.

2. Hudson Yards West Mezzanine LLC. The same deliverables listed in Item 1 above are required for HYW Mezzanine LLC, the mezzanine-level borrower under the Mezzanine Loan. In addition:

(a) Ownership Structure. Confirm that HYW Mezzanine LLC is the sole member of HYW Mortgage LLC, consistent with the organizational chart approved by Ironclad and Granite Peak at Closing.

(b) Organizational Chart. Deliver a final, clean organizational chart showing the complete ownership structure from MTDC (as the ultimate parent) through HYW Mezzanine LLC to HYW Mortgage LLC, in the form required by Ironclad and Granite Peak. The chart should identify all direct and indirect equity holders, percentage interests, and the nature of each entity (corporation, LLC, etc.). Deadline: five (5) Business Days post-Closing.

B. MTDC Organizational Items

1. Certified Copy of Board Resolution. The Board of Directors of MTDC, chaired by Margaret Kowalski, adopted a resolution authorizing the transaction. The executed original of the certified Board Resolution was delivered at Closing. Three (3) additional certified copies must be delivered to Clearfield (Harrison Whitmore) and VRB (Natasha Ivanovic) within five (5) Business Days of the Closing Date (deadline: June 20, 2025). MTDC's corporate secretary should prepare and certify the additional copies.

2. Certificate of Good Standing — Illinois Secretary of State. A Certificate of Good Standing for MTDC from the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, was required at Closing. If the certificate delivered at Closing was dated more than thirty (30) days prior to the Closing Date (i.e., before May 16, 2025), a refreshed Certificate of Good Standing must be obtained and delivered promptly. Please confirm with Lydia Okafor whether the Closing certificate satisfies this requirement.

3. Incumbency Certificate. An Incumbency Certificate confirming the authority of David Harrington (Executive Director), Priya Subramanian (Chief Financial Officer), and Lydia Okafor (General Counsel) to execute documents on behalf of MTDC was delivered at Closing. To the extent that any document executed at Closing was signed by an officer not listed on the Incumbency Certificate, a supplemental Incumbency Certificate must be delivered within five (5) Business Days.

V. Construction-Related Post-Closing Items

A. GMP Contract and Contractor Deliverables

1. Conformed Copy of GMP Contract. A conformed copy of the Guaranteed Maximum Price Contract between HYW Mortgage LLC and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001) in the amount of $412,000,000 (the "GMP Contract") must be delivered to Ironclad and Granite Peak within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). We confirm that Ironclad's and Granite Peak's consent to the form and substance of the GMP Contract was obtained at Closing, as evidenced by the Lender Consent to GMP Contract executed by each lender and included in the closing set. The conformed copy should incorporate all exhibits, schedules, amendments, and change orders (if any) executed through the Closing Date.

2. Payment and Performance Bonds. Cobalt Construction Group, Inc., is required to deliver payment and performance bonds, each in the face amount of $412,000,000, in favor of HYW Mortgage LLC (the "Payment Bond" and "Performance Bond," respectively). These bonds must be delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). The surety company issuing the bonds must be rated at least "A–" by the Pinnacle Ratings Group (or the equivalent rating by A.M. Best, S&P, or Moody's). Fortis Indemnity Insurance Co. or another surety acceptable to Ironclad and Granite Peak may serve as the surety. Copies of the executed bonds must be delivered to Ironclad (Samantha Bledsoe), Granite Peak (Victor Salinas), and C&H.

3. Lien Waiver Protocol. MTDC should confirm that Cobalt (attention: Gail Merriman, Director of Contract Administration) understands and acknowledges the monthly partial lien waiver requirements that are a condition to each construction draw request under the Senior Loan. Specifically, Cobalt must deliver (a) a contractor's sworn statement and partial lien waiver for the current draw period, and (b) partial lien waivers from all subcontractors and material suppliers for the prior draw period, in each case in the form required under the Senior Loan Agreement. C&H will circulate the approved template lien waiver forms to Cobalt, MTDC, and Ironclad's construction consultant within five (5) Business Days of the Closing Date.

4. Construction Schedule (CPM Format). Cobalt (attention: Hiroshi Tanaka, Senior Project Manager) is required to deliver a baseline construction schedule in Critical Path Method ("CPM") format to Ironclad's designated construction consultant within fifteen (15) days of the Closing Date (deadline: June 30, 2025). The construction schedule must reflect the following key milestones:

• Projected substantial completion: December 15, 2027

• Projected issuance of first Temporary Certificate of Occupancy ("TCO"): March 15, 2028

• Final completion and issuance of permanent Certificate of Occupancy: June 15, 2028 (estimated)

The baseline schedule will serve as the benchmark against which monthly construction progress reports will be measured throughout the construction period.

B. Construction Consultant

Ironclad is expected to designate an independent construction consultant to monitor construction progress, review draw requests, and conduct monthly site inspections. The identity of the construction consultant has not yet been confirmed by Ironclad. MTDC should be prepared to cooperate fully with the construction consultant, including providing site access, project records, and all information reasonably requested, in accordance with the requirements of Section 6.03 of the Senior Loan Agreement. Upon Ironclad's designation of the construction consultant, C&H will circulate contact information to all parties.

C. Permits and Approvals

1. NYC DOB Building Permit. MTDC should confirm the current status of the New York City Department of Buildings ("NYC DOB") Building Permit application for the Project. If the Building Permit has been issued, a certified copy must be delivered to Ironclad and Granite Peak. If the Building Permit has not yet been issued, it must be obtained and delivered within thirty (30) days of the Closing Date (deadline: July 15, 2025) as a post-closing condition under the Senior Loan Agreement. Issuance of the Building Permit is a condition precedent to the first advance of construction loan proceeds.

2. ULURP Approvals. The Project received approvals under the Uniform Land Use Review Procedure ("ULURP"), including (a) approval by the City Planning Commission ("CPC") dated September 12, 2023 (Application No. C 230415 ZSM), and (b) approval by the City Council dated October 25, 2023. MTDC must confirm that (i) no challenges, appeals, or Article 78 proceedings are pending with respect to the ULURP approvals, and (ii) all conditions of the ULURP approvals have been or are being satisfied. Certified copies of the CPC and City Council approvals must be delivered to Clearfield (Harrison Whitmore) if they were not included in the closing document set. MTDC should coordinate with Hargrove & Linden (Raymond Cho) regarding the status of any outstanding conditions.

3. Environmental. A Phase I Environmental Site Assessment ("Phase I ESA") was prepared by Apex Environmental Consultants (Project No. AEC-NY-25-0337, dated March 20, 2025) and was delivered to all parties prior to Closing. MTDC should confirm that the Phase I ESA did not identify any Recognized Environmental Conditions ("RECs") requiring further investigation. If a Phase II Environmental Site Assessment is triggered by findings in the Phase I ESA or by any lender requirement, MTDC should coordinate with Dr. Lena Kaur of Apex Environmental Consultants regarding scope, timeline, and cost. Any Phase II investigation must be completed and the results delivered to Ironclad and Granite Peak prior to the first advance under the Construction Loan.

VI. Financial Reporting and Compliance

A. Initial Deliverables

1. Opening Deposit of Reserves. Pursuant to the Cash Management Agreement executed at Closing, the following reserve accounts must be funded and the following deposits confirmed. All accounts are maintained at Ironclad National Bank, N.A. (ABA Routing No. 021-003-178). MTDC and HYW Mortgage LLC must execute any outstanding depository account agreements with Ironclad within five (5) Business Days of the Closing Date:

• Interest Reserve Account: Amount to be confirmed per the final Closing Statement;

• Tax and Insurance Escrow Account: Amount to be confirmed per the final Closing Statement;

• Replacement Reserve Account: Amount to be confirmed per the final Closing Statement;

• TI/Leasing Commission Reserve Account: If applicable (generally funded post-construction upon lease-up); amount to be confirmed;

• Operating Expense Reserve Account: Amount to be confirmed per the final Closing Statement.

A hard lockbox has been established in accordance with the Cash Management Agreement. MTDC and HYW Mortgage LLC must confirm the account numbers for each reserve and operating account within five (5) Business Days of the Closing Date and provide such account numbers to C&H, Clearfield, and VRB. Priya Subramanian (CFO) should coordinate with Ironclad's treasury operations group to ensure that all accounts are properly opened, funded, and activated.

2. Initial Operating Budget. For the construction period, an initial operating budget must be submitted to Ironclad for approval within thirty (30) days of the Closing Date (deadline: July 15, 2025). The initial operating budget should cover all anticipated operating expenses, carrying costs, insurance premiums, ground rent payments, property taxes, and other costs to be incurred during the construction period. Priya Subramanian (CFO) should coordinate with Evergreen Property Management LLC ("Evergreen"), attention Teresa Langford, if any pre-leasing activities, property management services, or pre-construction site maintenance activities are underway or anticipated prior to the commencement of full construction.

B. Ongoing Reporting Obligations (Calendar)

The following table summarizes the periodic financial reporting and compliance obligations under the Senior Loan Agreement and the Mezzanine Loan Agreement. MTDC and the Borrowers should incorporate these deadlines into their internal compliance calendars:

For reference, the key financial covenants under the Loan Documents are as follows:

• DSCR Covenant: Minimum 1.20x combined, calculated on a trailing twelve (12) month basis, tested quarterly beginning with the first full quarter following issuance of the TCO.

• Debt Yield Covenant: Minimum 8.0% combined, calculated based on Net Operating Income divided by total outstanding indebtedness (Senior Loan plus Mezzanine Loan), tested quarterly on the same schedule as DSCR.

• LTV Covenant: Maximum 70.0% combined loan-to-value ratio, tested annually based on a MAI-compliant appraisal.

• Cash Sweep Trigger: A cash sweep shall be triggered if (a) the combined DSCR falls below 1.10x for any testing period, or (b) an Event of Default has occurred and is continuing under either the Senior Loan Agreement or the Mezzanine Loan Agreement.

VII. Appraisal and Valuation

An appraisal of the Project was prepared by Broadstreet Appraisal Group (File No. BAG-25-1092, dated April 1, 2025) and delivered to all parties prior to Closing. The appraisal concluded an "as-stabilized" appraised value of $1,025,000,000. Based on this value, the combined loan-to-value ratio at Closing is as follows:

• Senior Loan: $475,000,000 / $1,025,000,000 = 46.34%

• Combined (Senior + Mezzanine): $675,000,000 / $1,025,000,000 = 65.85%

The combined LTV of 65.85% is within the 70.0% maximum permitted under the Loan Documents. MTDC should confirm that original signed copies of the Broadstreet appraisal have been delivered to Ironclad (Kenneth Pryor) and Granite Peak (Diane Castellano). Additionally, MTDC should note the following appraisal-related obligations:

(a) An updated appraisal will be required at the time of conversion from the construction phase to the permanent phase of the Senior Loan, to confirm compliance with the LTV covenant based on the "as-is" (rather than "as-stabilized") value of the Project at that time.

(b) Following conversion, an updated appraisal will be required annually, within ninety (90) days of each anniversary of the conversion date, throughout the remaining term of the Senior Loan.

(c) At any time that the Agent reasonably believes that the value of the Project has materially declined, the Agent may require an additional appraisal at the Borrower's expense, subject to the limitations set forth in Section 5.09 of the Senior Loan Agreement.

VIII. Ground Lease Matters

The Project is developed on land demised under the Ground Lease between NYCEDC, as ground lessor, and HYW Mortgage LLC (as successor tenant), recorded with the New York County Register under CRFN 2020000198762, dated June 1, 2020. The following ground lease-related items remain outstanding or require confirmation:

1. Estoppel Certificate from NYCEDC. If an estoppel certificate from NYCEDC was not delivered at Closing, one must be obtained within thirty (30) days of the Closing Date (deadline: July 15, 2025). The estoppel certificate must confirm, at a minimum, that (a) the Ground Lease is in full force and effect and has not been modified or amended except as disclosed therein, (b) the current annual ground rent of $4,200,000 (subject to CPI escalation every five (5) years) has been paid through the applicable period, (c) no defaults by the tenant exist under the Ground Lease, (d) no defaults by NYCEDC exist, and (e) no offsets, defenses, or counterclaims exist. Hargrove & Linden (Raymond Cho) should coordinate the request with NYCEDC's legal department.

2. Lessor Recognition Agreement / Leasehold Mortgagee Protections. MTDC must confirm that NYCEDC has executed and delivered a Lessor Recognition Agreement (or equivalent instrument) recognizing Ironclad, as Agent, as a leasehold mortgagee under the Ground Lease and agreeing to provide Ironclad with the notice and cure rights specified in the Ground Lease and the SNDA. If this instrument was not fully executed and delivered at Closing, it must be obtained and delivered within thirty (30) days. Hargrove & Linden (Raymond Cho) should coordinate with NYCEDC if this item remains outstanding.

3. Ground Rent Payment Evidence. The first ground rent payment due following the Closing Date must include a written notation or accompanying cover letter identifying Ironclad National Bank, N.A., as Agent, as the holder of a leasehold mortgage encumbering the tenant's interest under the Ground Lease. A copy of the payment confirmation (wire transfer confirmation or canceled check, as applicable) and any accompanying correspondence must be delivered to Ironclad (Samantha Bledsoe) within five (5) days of the payment date.

IX. Opinion Letters

The following legal opinions were delivered (or are required to be delivered) in connection with the Closing. MTDC should confirm the delivery status of each:

1. Calderwood & Harkness LLP — Enforceability Opinion. C&H delivered its opinion letter at Closing addressing (a) the enforceability of the Loan Documents against the Borrowers and MTDC (as guarantor), (b) the due authorization of the transactions by each entity, and (c) the absence of conflicts with organizational documents, applicable law, and material agreements. The original opinion was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.

2. Calderwood & Harkness LLP — Tax Opinion. C&H (Sylvia Hartwell, Tax Partner) delivered a separate tax opinion addressing REMIC eligibility considerations, transfer tax matters, and withholding tax requirements. The original was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.

3. Hargrove & Linden LLP — Zoning Opinion. Hargrove & Linden delivered a zoning compliance opinion dated April 15, 2025, confirming that (a) the Project constitutes a conforming use under the New York City Zoning Resolution, (b) the Project complies with all applicable special permits issued in connection with the ULURP process, and (c) no variances are required for the Project as currently designed. The original was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.

4. Delaware Counsel Opinion. An opinion of Delaware counsel must be delivered confirming (a) the due formation and valid existence of HYW Mortgage LLC and HYW Mezzanine LLC under the laws of the State of Delaware, and (b) the authority of each entity to execute and deliver the Loan Documents and to consummate the transactions contemplated thereby. If this opinion was not delivered at Closing, it must be delivered within five (5) Business Days of the Closing Date (deadline: June 20, 2025). Please confirm the identity of Delaware counsel and the delivery status of this opinion. Status: To be confirmed.

Conformed copies of all opinion letters delivered in connection with the Closing will be assembled in the post-closing binder. C&H (Grace Nakamura) will circulate conformed copies to all parties as part of the Closing Binder distribution described in Section XI below.

X. Intercreditor and Subordination Matters

1. Intercreditor Agreement. The Intercreditor Agreement between Ironclad National Bank, N.A., as Agent, and Granite Peak Capital Partners, LP (the "Intercreditor Agreement") was fully executed and delivered at Closing. C&H will confirm that all parties hold original counterpart signatures. Conformed copies of the executed Intercreditor Agreement will be distributed to all parties within five (5) Business Days of the Closing Date (deadline: June 20, 2025).

2. Subordination of Management Agreement. Evergreen Property Management LLC (attention: Teresa Langford) was required to execute a Subordination of Property Management Agreement, subordinating its rights under the Property Management Agreement with HYW Mortgage LLC to the liens and interests of Ironclad and Granite Peak under the Mortgage and Mezzanine Loan Documents. If this subordination agreement was fully executed and delivered at Closing, MTDC should confirm and provide copies to C&H for inclusion in the Closing Binder. If the subordination agreement remains outstanding, it must be obtained and delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025).

3. Subordination of GC Contract. Cobalt Construction Group, Inc. was required to execute a Subordination of Contractor's Interest, subordinating its rights under the GMP Contract to the lien of the Mortgage. If this subordination agreement was fully executed and delivered at Closing, MTDC should confirm. If it remains outstanding, it must be obtained and delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). MTDC should coordinate with Cobalt (Gail Merriman) and C&H to finalize this item.

XI. Post-Closing Binder and Document Assembly

C&H (Grace Nakamura and Rafael Dominguez) will prepare and distribute complete sets of conformed closing documents (the "Closing Binders") to the following parties:

• MTDC (Lydia Okafor): 2 sets

• Ironclad National Bank, N.A. (Kenneth Pryor / Samantha Bledsoe): 2 sets

• Granite Peak Capital Partners, LP (Diane Castellano / Rebecca Thornton): 2 sets

• Clearfield & Associates LLP (Harrison Whitmore): 1 set

• Voss Richter & Baines LLP (Natasha Ivanovic): 1 set

• Calderwood & Harkness LLP (C&H file, Matter No. 1031-00004): 1 set

The deadline for distribution of all Closing Binders is thirty (30) days post-Closing (July 15, 2025). Each Closing Binder will contain conformed copies of all Loan Documents, organizational documents, title documents, opinions, certificates, and ancillary agreements executed and delivered in connection with the Closing, organized by category and indexed for ease of reference.

In addition, electronic copies (PDF) of all executed documents will be uploaded to C&H's secure document portal. Access credentials will be provided to all parties. Documents will be organized in the same structure as the physical Closing Binder. MTDC should direct any requests for additional copies of closing documents to Grace Nakamura.

XII. Summary Checklist and Tracking

An itemized Post-Closing Checklist is attached hereto as Exhibit A in spreadsheet format. The checklist assigns each post-closing item a unique tracking number, identifies the responsible party and the recipient, specifies the applicable deadline, and includes a status field. As of the date of this letter, all items are designated as "Open."

C&H will circulate updated versions of the Post-Closing Checklist on a bi-weekly basis (every other Wednesday) until all items have been marked "Complete." Any items that are approaching their deadline without satisfactory progress will be flagged for immediate attention. We request that MTDC direct all post-closing deliverables through C&H, using the following contacts:

Grace Nakamura, Senior Associate Calderwood & Harkness LLP

Email: gnakamura@calderwoodharkness.com

Telephone: (212) 558-4312

Rafael Dominguez, Associate Calderwood & Harkness LLP

Email: rdominguez@calderwoodharkness.com

Telephone: (212) 558-4487

We are available at any time to discuss the foregoing post-closing obligations or any questions that may arise. Please do not hesitate to contact either of us directly.

We wish to note that this letter does not constitute legal advice independent of C&H's engagement to represent MTDC and the SPE Borrowers in connection with the transactions described herein, and is subject in all respects to the terms and conditions of the engagement letter between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. dated February 12, 2025.

We cannot overstate the importance of timely compliance with each of the post-closing obligations described in this letter. Failure to deliver any required item within the applicable deadline may, depending on the item, constitute an Event of Default under the Senior Loan Agreement or the Mezzanine Loan Agreement, trigger the commencement of cure periods, delay construction draw advances, or otherwise impair the Borrowers' rights under the Loan Documents. We urge MTDC and the Borrowers to treat all deadlines set forth herein as firm and to allocate the necessary internal resources to ensure compliance.

We kindly request that MTDC acknowledge receipt of this letter and confirm its agreement to the tracking protocol described herein by executing and returning a copy of this letter to C&H at your earliest convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild Partner, Real Estate Finance Telephone: (212) 558-4250

Email: dfairchild@calderwoodharkness.com

By: ________

Angela Fontaine Partner, Real Estate Finance Telephone: (212) 558-4275

Email: afontaine@calderwoodharkness.com

cc: (via email)

Grace Nakamura, Senior Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP David Harrington, Executive Director, Metropolitan Transit Development Corp. Priya Subramanian, Chief Financial Officer, Metropolitan Transit Development Corp. Marcus Jennings, Vice President, Real Estate Development, Metropolitan Transit Development Corp. Kenneth Pryor, Managing Director, Ironclad National Bank, N.A. Samantha Bledsoe, Vice President, Ironclad National Bank, N.A. Diane Castellano, Managing Partner, Granite Peak Capital Partners, LP Harrison Whitmore, Partner, Clearfield & Associates LLP (Senior Lender's Counsel) Natasha Ivanovic, Partner, Voss Richter & Baines LLP (Mezzanine Lender's Counsel)

Encl.: Exhibit A — Post-Closing Obligations Checklist

EXHIBIT A

POST-CLOSING OBLIGATIONS CHECKLIST

Hudson Yards West Senior Mortgage Loan ($475,000,000) — Ironclad National Bank, N.A., as Agent Mezzanine Loan ($200,000,000) — Granite Peak Capital Partners, LP C&H Matter No. 1031-00004

As of June 15, 2025

This checklist will be updated bi-weekly by Calderwood & Harkness LLP. All deliverables should be directed through C&H (Grace Nakamura: gnakamura@calderwoodharkness.com; Rafael Dominguez: rdominguez@calderwoodharkness.com). Status designations: Open = not yet commenced or in progress; Pending = submitted, awaiting third-party action; Complete = delivered and confirmed.

Obligation	Frequency	Deadline	Deliver To
Monthly Construction Progress Report	Monthly	15th of following month	Ironclad; Granite Peak
Monthly Draw Request Package	Monthly	Per draw schedule	Ironclad (with title date-down)
Quarterly Financial Statements (Borrower)	Quarterly	45 days after quarter-end	Ironclad; Granite Peak
Annual Audited Financial Statements (MTDC)	Annual	120 days after FY-end	Ironclad; Granite Peak
Annual Budget	Annual	30 days prior to FY start	Ironclad
DSCR / Debt Yield Compliance Certificate	Quarterly (post-TCO)	45 days after quarter-end	Ironclad; Granite Peak
LTV Compliance / Annual Appraisal	Annual	Within 90 days of anniversary	Ironclad
Insurance Renewal Evidence	Annual	30 days prior to policy expiry	Ironclad; Granite Peak
Leasing Status Report	Quarterly (post-TCO)	15 days after quarter-end	Ironclad; Granite Peak
Rent Roll	Monthly (post-TCO)	15th of following month	Ironclad
Item No.	Category	Description of Obligation	Responsible Party	Deliver To	Deadline	Status	Notes
1	Recording	Mortgage, Assignment of Leases and Rents, and Security Agreement — Record with NYC Register (ACRIS), Block 729, Lots 1, 5, 12, 15	Sentinel Title (P. Eng)	C&H; Clearfield	June 20, 2025	Open	NYC/NYS mortgage recording tax paid at Closing; deliver certified copy w/ CRFN
2	Recording	Assignment of Leasehold Interest (CRFN 2020000198762) — Record concurrently with Mortgage	Sentinel Title (P. Eng)	C&H; Clearfield	June 20, 2025	Open	Ground Lease dated June 1, 2020
3	Recording	SNDA (Ironclad / NYCEDC / HYW Mortgage) — Record concurrently with Mortgage	Sentinel Title (P. Eng)	C&H; Clearfield; VRB	June 20, 2025	Open	Original SNDA executed at Closing
4	Recording	CEMA (if applicable) — Record concurrently with Mortgage	Sentinel Title (P. Eng); C&H	Clearfield	June 20, 2025	Open	Confirm applicability by June 17
5	Recording	Deliver recording confirmations and CRFN numbers	Sentinel Title (P. Eng)	C&H; Clearfield; VRB	48 hrs post-recording	Open	—
6	UCC	UCC-1 — HYW Mortgage LLC (Debtor) / Ironclad (Secured Party) — Delaware SOS	C&H	Ironclad; Clearfield	June 18, 2025	Open	Collateral per Mortgage Loan Security Agreement
7	UCC	UCC-1 — HYW Mezzanine LLC (Debtor) / Granite Peak (Secured Party) — Delaware SOS	C&H	Granite Peak; VRB	June 18, 2025	Open	Collateral: 100% membership interests in HYW Mortgage LLC
8	UCC	UCC-1 Fixture Filing — HYW Mortgage LLC (Debtor) / Ironclad (Secured Party) — NYC Register (ACRIS)	Sentinel Title (P. Eng)	C&H; Clearfield	June 20, 2025	Open	Filed concurrently with Mortgage recording
9	UCC	Calendar UCC-3 continuation statement filing (Dec. 2029 – Mar. 2030)	C&H	Internal	Dec. 2029	Open	If Senior Loan not paid in full
10	Gov't Filing	NYC RPT — Confirm filing obligation; file if required	Hargrove & Linden (R. Cho)	NYC Register	July 15, 2025	Open	Analysis pending
11	Gov't Filing	NYS TP-584 — Confirm filing obligation; file if required	Hargrove & Linden (R. Cho)	NYS Tax Dept.	July 15, 2025	Open	Analysis pending
12	Gov't Filing	MTDC Annual Report — Illinois SOS; confirm good standing	MTDC (L. Okafor)	IL SOS	Ongoing	Open	Confirm current status
13	Gov't Filing	HYW Mortgage LLC / HYW Mezzanine LLC — Certificates of Formation (Delaware SOS)	C&H (R. Dominguez)	Delaware SOS	Confirm pre-Closing	Open	Confirm with R. Dominguez

14	Gov't Filing	HYW Mortgage LLC / HYW Mezzanine LLC — Obtain EINs (IRS Form SS-4)	C&H (R. Dominguez)	IRS	June 20, 2025	Open	—
15	Gov't Filing	HYW Mortgage LLC / HYW Mezzanine LLC — Foreign qualification (NY Dept. of State)	C&H (R. Dominguez)	NY DOS	June 27, 2025	Open	Application for Authority
16	Title	Senior Lender's ALTA 2006 Loan Policy ($475M) — Final marked-up policy w/ endorsements	Sentinel Title	Ironclad; C&H; Clearfield	July 15, 2025	Open	Commitment No. STN-2025-MH-04178; all req'd endorsements
17	Title	Mezzanine Lender's UCC Insurance Policy ($200M)	Sentinel Title	Granite Peak; C&H; VRB	July 15, 2025	Open	Perfection and first-priority of pledge
18	Title	Owner's Title Policy (if MTDC elects)	Sentinel Title	MTDC (L. Okafor)	July 15, 2025	Open	Optional; await MTDC instruction
19	Title	Title bring-down endorsement / date-down at first advance	Sentinel Title	Ironclad	Per first draw	Open	First advance expected w/in 10 Bus. Days
20	Insurance	Builder's Risk Policy (Fortis Indemnity, $500M) — Final policy copy	Castleton (B. Jessup)	Ironclad (S. Bledsoe); Granite Peak (V. Salinas)	July 15, 2025	Open	Binder accepted at Closing; name Ironclad as mortgagee/loss payee
21	Insurance	Commercial General Liability ($25M/$50M) — Final policy copy	Castleton (B. Jessup)	Ironclad; Granite Peak	July 15, 2025	Open	ACORD certs delivered at Closing
22	Insurance	Umbrella/Excess Liability ($100M) — Final policy copy	Castleton (B. Jessup)	Ironclad; Granite Peak	July 15, 2025	Open	Certificate delivered at Closing
23	Insurance	Workers' Compensation (Cobalt GC) — Refreshed certificate at construction commencement	Cobalt (G. Merriman)	HYW Mortgage; Ironclad	At construction start	Open	Statutory coverage
24	Insurance	Contractor's Professional Liability ($10M/claim) — Evidence of coverage	Cobalt (G. Merriman)	Ironclad; C&H	Prior to first draw	Open	Condition to first draw
25	Insurance	Flood Insurance — Confirm SFHA status; obtain coverage if required	Castleton (B. Jessup)	Ironclad; Granite Peak	July 15, 2025	Open	Pending FEMA determination
26	Insurance	Calendar all insurance renewal dates; deliver renewal evidence 30 days prior to expiry	MTDC; Castleton	Ironclad; Granite Peak	Ongoing	Open	—
27	Organizational	HYW Mortgage LLC — Certified copy of Certificate of Formation	C&H (R. Dominguez)	Ironclad; Granite Peak	June 20, 2025	Open	—
28	Organizational	HYW Mortgage LLC — Circulate conformed copy of Operating Agreement	C&H (R. Dominguez)	All parties	June 20, 2025	Open	Executed at Closing
29	Organizational	HYW Mortgage LLC — Certified resolutions authorizing Loan	C&H (R. Dominguez)	Ironclad; Granite Peak	June 20, 2025	Open	—
30	Organizational	HYW Mortgage LLC — Confirm independent director/special member appointment	C&H (R. Dominguez)	Ironclad	June 20, 2025	Open	Per SPE covenants
31	Organizational	HYW Mezzanine LLC — Same deliverables as Items 27–30	C&H (R. Dominguez)	All parties	June 20, 2025	Open	—
32	Organizational	HYW Mezzanine LLC — Ownership chart (final form)	C&H (R. Dominguez)	Ironclad; Granite Peak	June 20, 2025	Open	Full chain from MTDC down
33	Organizational	MTDC Board Resolution — Deliver 3 additional certified copies	MTDC (L. Okafor)	Clearfield; VRB	June 20, 2025	Open	Chair: M. Kowalski
34	Organizational	MTDC Certificate of Good Standing (IL SOS) — Confirm or refresh	MTDC (L. Okafor)	Ironclad; Granite Peak	June 20, 2025	Open	Must be dated w/in 30 days
35	Organizational	MTDC Incumbency Certificate — Confirm completeness	MTDC (L. Okafor)	C&H	June 20, 2025	Open	D. Harrington, P. Subramanian, L. Okafor
36	Construction	Conformed copy of GMP Contract (Cobalt, $412M)	MTDC; Cobalt	Ironclad; Granite Peak	June 27, 2025	Open	Contract No. CCG-HYW-2025-001
37	Construction	Payment and Performance Bonds ($412M each)	Cobalt (G. Merriman)	HYW Mortgage; Ironclad; Granite Peak	June 27, 2025	Open	Surety rated A– or better
38	Construction	Circulate template lien waiver forms	C&H	Cobalt; MTDC; Ironclad	June 20, 2025	Open	Monthly partial waivers required

39	Construction	Baseline Construction Schedule (CPM format)	Cobalt (H. Tanaka)	Ironclad construction consultant	June 30, 2025	Open	Substantial completion: Dec. 15, 2027
40	Construction	Ironclad to designate construction consultant	Ironclad (K. Pryor)	All parties	TBD	Open	MTDC to cooperate w/ site access
41	Construction	NYC DOB Building Permit — Confirm issuance or obtain	MTDC (C. McBride)	Ironclad; Granite Peak	July 15, 2025	Open	Condition to first draw
42	Construction	ULURP Approvals — Confirm no pending challenges; deliver certified copies	MTDC; Hargrove & Linden (R. Cho)	Clearfield	June 27, 2025	Open	CPC 9/12/23; City Council 10/25/23
43	Construction	Phase I ESA — Confirm no further action required; coordinate Phase II if triggered	MTDC; Apex Envtl. (Dr. L. Kaur)	Ironclad; Granite Peak	Prior to first draw	Open	Apex Project No. AEC-NY-25-0337
44	Financial	Confirm opening reserve deposits per Closing Statement; provide account numbers	MTDC (P. Subramanian)	C&H; Clearfield; VRB	June 20, 2025	Open	All accounts at Ironclad (ABA 021-003-178)
45	Financial	Execute depository account agreements with Ironclad	MTDC / HYW Mortgage	Ironclad	June 20, 2025	Open	Hard lockbox established
46	Financial	Initial Operating Budget (construction period)	MTDC (P. Subramanian)	Ironclad	July 15, 2025	Open	Coordinate w/ Evergreen (T. Langford)
47	Ground Lease	NYCEDC Estoppel Certificate	MTDC; Hargrove & Linden (R. Cho)	Ironclad; C&H	July 15, 2025	Open	If not delivered at Closing
48	Ground Lease	Lessor Recognition Agreement — Confirm execution by NYCEDC	MTDC; Hargrove & Linden (R. Cho)	Ironclad	July 15, 2025	Open	Leasehold mortgagee protections
49	Ground Lease	Ground Rent Payment Evidence — First post-Closing payment with mortgagee notation	MTDC / HYW Mortgage	Ironclad (S. Bledsoe)	5 days post-payment	Open	Annual rent: $4.2M
50	Opinions	Delaware Counsel Opinion (due formation, valid existence, authority)	C&H / Delaware Counsel	Ironclad; Granite Peak	June 20, 2025	Open	Confirm if delivered at Closing
51	Opinions	Assemble conformed copies of all opinions in Closing Binder	C&H (G. Nakamura)	All parties	July 15, 2025	Open	C&H, Hargrove & Linden, Delaware counsel
52	Intercreditor	Intercreditor Agreement — Distribute conformed copies	C&H	All parties	June 20, 2025	Open	Fully executed at Closing
53	Intercreditor	Subordination of Management Agreement (Evergreen)	MTDC; Evergreen (T. Langford)	Ironclad; Granite Peak	June 27, 2025	Open	Confirm if executed at Closing
54	Intercreditor	Subordination of GC Contract (Cobalt)	MTDC; Cobalt (G. Merriman)	Ironclad; Granite Peak	June 27, 2025	Open	Confirm if executed at Closing
55	Document Assembly	Prepare and distribute Closing Binders (9 sets total)	C&H (G. Nakamura; R. Dominguez)	MTDC (2); Ironclad (2); Granite Peak (2); Clearfield (1); VRB (1); C&H file (1)	July 15, 2025	Open	Physical + electronic (PDF upload to secure portal)
56	Appraisal	Confirm delivery of original signed Broadstreet appraisal to Ironclad and Granite Peak	MTDC	Ironclad; Granite Peak	June 20, 2025	Open	File No. BAG-25-1092; As-stabilized: $1.025B

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 15, 2025
VIA EMAIL AND HAND DELIVERY
Lydia Okafor, Esq. General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Connor McBride Project Director, Hudson Yards West Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Re: Hudson Yards West — Post-Closing Obligations and Deliverables Senior Mortgage Loan ($475,000,000) — Ironclad National Bank, N.A., as Agent Mezzanine Loan ($200,000,000) — Granite Peak Capital Partners, LP C&H Matter No. 1031-00004
Dear Lydia and Connor:
We are pleased to confirm that the closing (the "Closing") of (a) the Senior Mortgage Loan in the original principal amount of $475,000,000 (the "Senior Loan"), made by the lenders party thereto (the "Senior Lenders") through Ironclad National Bank, N.A., as administrative agent (the "Agent" or "Ironclad"), to Hudson Yards West Mortgage LLC ("HYW Mortgage"), and (b) the Mezzanine Loan in the original principal amount of $200,000,000 (the "Mezzanine Loan"), made by Granite Peak Capital Partners, LP ("Granite Peak"), to Hudson Yards West Mezzanine LLC ("HYW Mezzanine"), occurred on June 15, 2025 (the "Closing Date"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Senior Loan Agreement or the Mezzanine Loan Agreement, as applicable.
This letter summarizes all post-closing obligations, outstanding deliverables, and continuing compliance items arising under the Loan Documents executed and delivered at or in connection with the Closing. The letter is organized by category for ease of tracking and identifies the responsible party, required action, and applicable deadline for each item. We have prepared this letter in connection with our representation of Metropolitan Transit Development Corp. ("MTDC") and the SPE Borrowers (HYW Mortgage and HYW Mezzanine, collectively, the "Borrowers") in connection with the transactions described above.
As you are aware, the post-closing obligations described herein run to Ironclad (in its capacity as Agent for the Senior Lender syndicate) and to Granite Peak (as Mezzanine Lender). Failure to timely satisfy post-closing items may constitute an Event of Default or trigger cure periods under Section 8.01 of the Senior Loan Agreement and Section 7.01 of the Mezzanine Loan Agreement, respectively. Certain items are also conditions precedent to the first advance of construction loan proceeds under the Senior Loan, and delays in delivering such items will delay the commencement of draws.
We strongly recommend that MTDC designate a single internal point of contact to coordinate all post-closing deliverables. Given his direct involvement in the project, Connor McBride would be the natural choice for this role, with support from Lydia Okafor on legal matters and Priya Subramanian on financial and accounting matters.
Calderwood & Harkness LLP ("C&H") will serve as the central clearing house for post-closing deliverables and will maintain the tracking checklist attached hereto as Exhibit A. However, we wish to emphasize that the ultimate responsibility for the preparation, execution, and timely delivery of all post-closing items lies with MTDC and the SPE Borrowers. C&H will facilitate and coordinate, but MTDC must take affirmative steps to ensure that all deadlines are met.
The post-closing obligations are organized as follows:
I. Recording and Filing Obligations
A. Mortgage Instruments — New York County Register
The following instruments must be recorded with the Office of the City Register, New York County, through the Automated City Register Information System ("ACRIS"). Sentinel Title & Escrow Company ("Sentinel Title"), through its designated recording officer Patricia Eng, has been retained to handle all recordings unless otherwise noted below.
1. Mortgage, Assignment of Leases and Rents, and Security Agreement. The Mortgage, Assignment of Leases and Rents, and Security Agreement (the "Mortgage") executed by Hudson Yards West Mortgage LLC, as Mortgagor, in favor of Ironclad National Bank, N.A., as Agent, as Mortgagee, covering the real property known as Block 729, Lots 1, 5, 12, and 15 (Manhattan), together with all improvements thereon and appurtenances thereto (the "Project Site"), shall be recorded within five (5) Business Days of the Closing Date. The recording deadline is June 20, 2025. The New York City mortgage recording tax and the New York State mortgage recording tax applicable to the Mortgage have been paid at Closing as reflected in the Closing Statement. Upon recording, Sentinel Title shall deliver a certified recorded copy of the Mortgage bearing the City Register File Number ("CRFN") to C&H and to Clearfield & Associates LLP ("Clearfield"), Senior Lender's counsel, attention Harrison Whitmore.
2. Assignment of Leasehold Interest. The Collateral Assignment of Leasehold Interest (the "Leasehold Assignment"), assigning HYW Mortgage's interest under the Ground Lease (CRFN 2020000198762) to Ironclad, as Agent, as additional collateral for the Senior Loan, shall be recorded concurrently with the Mortgage. The underlying Ground Lease was entered into by and between the New York City Economic Development Corporation ("NYCEDC"), as landlord, and HYW Mortgage (as successor-in-interest), as tenant, dated June 1, 2020 (the "Ground Lease"). Sentinel Title shall coordinate the concurrent recording of the Leasehold Assignment and shall provide certified recorded copies bearing the CRFN to all parties.
3. Subordination, Non-Disturbance and Attornment Agreement (SNDA). The Subordination, Non-Disturbance and Attornment Agreement among Ironclad, as Agent, NYCEDC, and HYW Mortgage LLC (the "SNDA") shall be recorded concurrently with the Mortgage and the Leasehold Assignment. The original SNDA was fully executed at Closing and delivered to Sentinel Title for recording. Sentinel Title shall deliver certified recorded copies to all parties upon receipt of the CRFN.
4. Consolidation, Extension and Modification Agreement (CEMA). To the extent applicable, and in order to tie the Mortgage to any existing mortgage recording and thereby minimize additional mortgage recording tax liability, a Consolidation, Extension and Modification Agreement (the "CEMA") shall be prepared and recorded concurrently with the Mortgage. Sentinel Title shall coordinate with C&H and Clearfield to determine whether a CEMA is necessary or appropriate based on the recording history of the Ground Lease mortgage, and shall prepare the CEMA for execution and recording if warranted. We note that the availability of CEMA treatment depends on the existence of a prior mortgage that can serve as the basis for consolidation. Sentinel Title (Patricia Eng) should confirm by no later than June 17, 2025 whether a CEMA will be utilized.
Sentinel Title has been instructed to provide recording confirmation and CRFN numbers within forty-eight (48) hours of recording. Upon receipt of such confirmation, C&H will promptly circulate the recording information and certified recorded copies to Clearfield (Harrison Whitmore) and Voss Richter & Baines LLP ("VRB"), Mezzanine Lender's counsel (Natasha Ivanovic).
B. UCC Financing Statements
The following Uniform Commercial Code financing statements must be filed to perfect the security interests granted under the Loan Documents:
1. UCC-1 Financing Statement — Senior Loan (Delaware SOS). A UCC-1 Financing Statement naming Hudson Yards West Mortgage LLC as Debtor and Ironclad National Bank, N.A., as Agent, as Secured Party, shall be filed with the Delaware Secretary of State, which is the jurisdiction of organization of the Debtor. This filing must be completed within three (3) Business Days of Closing. The filing deadline is June 18, 2025. The collateral description shall conform to the description set forth in the Mortgage Loan Security Agreement executed at Closing. C&H will file this financing statement electronically via the Delaware Secretary of State's filing portal and will obtain and circulate a stamped acknowledgment copy to all parties promptly upon receipt.
2. UCC-1 Financing Statement — Mezzanine Loan (Delaware SOS). A UCC-1 Financing Statement naming Hudson Yards West Mezzanine LLC as Debtor and Granite Peak Capital Partners, LP, as Secured Party, shall be filed with the Delaware Secretary of State. The filing deadline is June 18, 2025. The collateral description shall encompass 100% of the membership interests in Hudson Yards West Mortgage LLC, as more particularly described in the Pledge and Security Agreement executed by HYW Mezzanine in favor of Granite Peak at Closing. C&H will file this financing statement electronically and will circulate a stamped acknowledgment copy to VRB (Natasha Ivanovic) and Granite Peak (Diane Castellano).
3. UCC-1 Financing Statement — Fixture Filing (New York County Register). A UCC-1 Financing Statement in the form of a fixture filing, naming Hudson Yards West Mortgage LLC as Debtor and Ironclad National Bank, N.A., as Agent, as Secured Party, shall be filed with the New York County Register through ACRIS. This fixture filing shall reference the real property covered by the Mortgage, specifically Block 729, Lots 1, 5, 12, and 15 (Manhattan). The fixture filing shall be filed concurrently with the recording of the Mortgage. Sentinel Title (Patricia Eng) shall coordinate this filing as part of the ACRIS recording package.
4. UCC-3 Amendment / Continuation Statements. Section 4.18 of the Senior Loan Agreement requires the Borrower to file continuation statements with respect to each UCC-1 Financing Statement not earlier than six (6) months prior to the five-year expiration of such financing statement and not later than three (3) months prior to such expiration. Based on the anticipated June 2025 filing date, the initial UCC-1 Financing Statements will expire in June 2030. Accordingly, continuation statements must be filed during the window beginning December 2029 and ending no later than March 2030 (assuming the Senior Loan has not been repaid in full prior to such date). C&H will set internal calendar reminders and will notify MTDC and the Borrowers of the filing obligation at the appropriate time.
C. Other Government Filings
1. New York City Real Property Transfer Tax Return (NYC RPT). Depending on the characterization of the assignment and assumption of the Ground Lease interest, a New York City Real Property Transfer Tax Return may be required. We have asked Hargrove & Linden LLP ("Hargrove & Linden"), local tax counsel, through Raymond Cho, to analyze whether the Closing transactions trigger a transfer tax filing obligation. If a filing is required, it must be completed within thirty (30) days of the Closing Date (deadline: July 15, 2025). MTDC should be prepared to furnish Hargrove & Linden with any additional transactional information needed to complete this analysis.
2. New York State Transfer Tax Return (TP-584). The same analysis applies to the New York State Real Estate Transfer Tax Return (Form TP-584). Hargrove & Linden (Raymond Cho) will coordinate the state transfer tax analysis concurrently with the NYC RPT analysis described above and will advise on whether a TP-584 filing is required. The filing deadline, if applicable, is the same: July 15, 2025.
3. MTDC Annual Report Filing — Illinois Secretary of State. MTDC must maintain its good standing with the Illinois Secretary of State by filing its annual report when due. MTDC should confirm that its most recent annual report has been filed and that it is in good standing as of the Closing Date. Ongoing good standing is a covenant under both the Senior Loan Agreement and the Mezzanine Loan Agreement.
4. SPE Entity Formation and Qualification. With respect to Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC:
(a) Certificates of Formation (Delaware). Confirm that the Certificates of Formation for each entity have been filed with the Delaware Secretary of State. If these filings were not completed prior to Closing, they must be completed immediately and evidence of filing provided to C&H (Rafael Dominguez) within three (3) Business Days.
(b) Employer Identification Numbers. Each entity must obtain an Employer Identification Number ("EIN") from the Internal Revenue Service by filing Form SS-4. This must be completed within five (5) Business Days of the Closing Date (deadline: June 20, 2025). Rafael Dominguez will coordinate the EIN applications if MTDC's tax department has not already done so.
(c) Foreign Qualification — New York. Each of HYW Mortgage LLC and HYW Mezzanine LLC must file an Application for Authority (foreign qualification) with the New York Department of State, as each entity is organized in Delaware but will be conducting business in New York. The filing deadline is ten (10) Business Days following the Closing Date (June 27, 2025). C&H will prepare and file the applications.
II. Title Insurance
A. Final ALTA Title Policies
1. Senior Lender's Title Policy. Sentinel Title & Escrow Company, acting as issuing agent, is required to deliver the final marked-up ALTA 2006 Loan Policy of Title Insurance (Title Commitment No. STN-2025-MH-04178) insuring the lien of the Mortgage in the amount of $475,000,000, naming Ironclad National Bank, N.A., as Agent, as the insured. The final policy must be delivered within thirty (30) days of the Closing Date (deadline: July 15, 2025).
The policy must include all endorsements required under Section 5.01(b)(iii) of the Senior Loan Agreement, including but not limited to:
•  ALTA 3.1 — Zoning (with parking and loading);
•  ALTA 9 — Comprehensive (Restrictions, Encroachments, Minerals);
•  ALTA 28 — Easement — Damage or Enforced Removal;
•  ALTA 35 — Mineral and Subsurface Rights;
•  Survey Endorsement (tie-in with ALTA/NSPS survey);
•  Environmental Protection Lien Endorsement;
•  Usury Endorsement;
•  Variable Rate Endorsement;
•  Revolving Credit / Future Advance Endorsement;
•  Last Dollar Endorsement; and
•  Such additional endorsements as Ironclad may reasonably require.
The policy must also reflect the deletion of all standard exceptions (Schedule B-I items) that were cleared at or prior to Closing, including the standard survey exception (replaced by survey endorsement based on the ALTA/NSPS survey certified to all parties), the gap exception (covered by gap indemnity or date-down), and the mechanic's lien exception (to the extent applicable). C&H will review the draft policy against the pro forma title policy approved at Closing and will promptly advise the parties of any discrepancies.
2. Mezzanine Lender's UCC Insurance Policy. Sentinel Title shall deliver a UCC insurance policy in the amount of $200,000,000, insuring Granite Peak Capital Partners, LP, as the insured, with respect to the perfection and first-priority status of the pledge of 100% of the membership interests in Hudson Yards West Mortgage LLC granted by HYW Mezzanine LLC to Granite Peak under the Pledge and Security Agreement. The UCC insurance policy must be delivered within thirty (30) days of the Closing Date (deadline: July 15, 2025).
3. Owner's Title Policy. MTDC may elect to obtain an owner's title policy insuring the leasehold estate of HYW Mortgage LLC. This is optional and at MTDC's expense. If MTDC wishes to obtain an owner's policy, Lydia Okafor should notify Sentinel Title and C&H promptly so that the policy can be issued concurrently with the lender policies described above.
B. Title Continuation / Bring-Down
Pursuant to the Senior Loan Agreement, Sentinel Title is required to deliver a bring-down endorsement or date-down certificate at each future advance disbursement under the Senior Construction Loan, confirming that (a) the lien of the Mortgage remains in full force and effect, (b) no intervening liens or encumbrances have been recorded, and (c) the insured amount has been increased to reflect the total amount advanced through such date. The first advance under the Construction Loan is expected to occur within ten (10) Business Days of the Closing Date. Sentinel Title should be prepared to issue the initial bring-down endorsement promptly upon request by Ironclad.
III. Insurance Deliverables
A. Evidence of Insurance — Outstanding Items
The following insurance deliverables remain outstanding as of the Closing Date. While binders, certificates, or evidence of coverage for certain policies were accepted at Closing, the final policy documents must be delivered within the deadlines specified below:
1. Builder's Risk Policy. The builder's risk insurance policy (all-risk, including terrorism and flood, if applicable) has been placed with Fortis Indemnity Insurance Co., providing coverage in an amount equal to the full replacement cost of the Project, which is $500,000,000. Castleton Insurance Brokerage (Brian Jessup) has been instructed to deliver a certified copy of the final binder and the complete policy to Ironclad (Samantha Bledsoe) and Granite Peak (Victor Salinas). The policy must name Ironclad National Bank, N.A., as Agent, as mortgagee, additional insured, and loss payee under a standard mortgagee clause acceptable to Ironclad. A binder was accepted at Closing in lieu of the final policy. The deadline for delivery of the final executed policy is thirty (30) days post-Closing (July 15, 2025).
2. Commercial General Liability. Commercial general liability insurance is in place providing coverage of $25,000,000 per occurrence and $50,000,000 in the aggregate. ACORD 25 (Certificate of Insurance) and ACORD 28 (Evidence of Commercial Property Insurance) certificates were delivered at Closing. The final policy copy, including all endorsements, remains outstanding and must be delivered to Ironclad and Granite Peak within thirty (30) days of Closing.
3. Umbrella / Excess Liability. Umbrella or excess liability insurance is in place with limits of $100,000,000. A certificate of insurance was delivered at Closing. The final policy, including evidence of underlying coverage and all endorsements, remains outstanding and must be delivered within thirty (30) days of Closing.
4. Workers' Compensation. Cobalt Construction Group, Inc. ("Cobalt"), as the general contractor, is required to maintain statutory workers' compensation insurance coverage for all employees and subcontractors performing work at the Project Site. A certificate of insurance naming HYW Mortgage LLC as certificate holder was delivered at Closing. This certificate must be refreshed upon the actual commencement of construction activities at the Project Site, and an updated certificate must be provided to Ironclad and C&H at that time.
5. Contractor's Professional Liability. Cobalt is required to deliver evidence of contractor's professional liability insurance with limits of not less than $10,000,000 per claim. This coverage must be in place prior to the first draw under the Construction Loan. Castleton Insurance Brokerage and Cobalt's insurance broker should coordinate to ensure timely placement and delivery of this coverage. The deadline for delivery is prior to the first draw request.
6. Flood Insurance. C&H and Castleton Insurance Brokerage (Brian Jessup) must confirm whether the Project Site (Block 729) is located in a FEMA-designated Special Flood Hazard Area ("SFHA"). If the Project Site is within an SFHA, evidence of flood insurance in an amount satisfactory to Ironclad must be delivered within thirty (30) days of the Closing Date. Castleton should obtain a FEMA Flood Zone Determination promptly and advise all parties of the results.
B. Ongoing Insurance Compliance
Section 5.04 of the Senior Loan Agreement and Section 4.06 of the Mezzanine Loan Agreement each require the Borrower to deliver evidence of renewal of all required insurance policies not less than thirty (30) days prior to the expiration of each such policy. MTDC and the Borrowers should calendar all policy renewal dates and should instruct Castleton Insurance Brokerage to provide renewal evidence to Ironclad, Granite Peak, and C&H at least forty-five (45) days prior to each expiration to allow time for review and any required corrections. A comprehensive insurance calendar should be maintained by Castleton in coordination with MTDC's risk management team.
IV. Organizational and Entity Deliverables
A. SPE Borrower Entities
1. Hudson Yards West Mortgage LLC. The following deliverables relate to HYW Mortgage LLC, the mortgage-level borrower under the Senior Loan:
(a) Certified Copy of Certificate of Formation. Deliver a certified copy of the Certificate of Formation filed with the Delaware Secretary of State. If not yet obtained, Rafael Dominguez will order a certified copy from the Delaware Secretary of State.
(b) Operating Agreement. The Operating Agreement of HYW Mortgage LLC was executed at Closing. A final conformed copy of the Operating Agreement, incorporating all exhibits and schedules, must be circulated to all parties within five (5) Business Days of the Closing Date (deadline: June 20, 2025).
(c) Employer Identification Number. Obtain an EIN from the IRS by filing Form SS-4. Deadline: June 20, 2025.
(d) Authorization to Do Business in New York. File an Application for Authority with the New York Department of State for HYW Mortgage LLC to qualify to do business in New York as a foreign limited liability company. Deadline: June 27, 2025.
(e) Certified Resolutions. Deliver certified copies of the resolutions of the sole member of HYW Mortgage LLC (HYW Mezzanine LLC) authorizing the execution and delivery of the Senior Loan Documents and the consummation of the transactions contemplated thereby. These resolutions were adopted at or prior to Closing; certified copies must be included in the post-closing binder.
(f) Independent Director / Special Member. Confirm the appointment of an independent director or special member of HYW Mortgage LLC, if required under the SPE covenants set forth in Section 4.20 of the Senior Loan Agreement. If such appointment has been made, deliver evidence thereof (including the written consent of the independent director or special member). C&H (Rafael Dominguez) is responsible for coordinating this item.
2. Hudson Yards West Mezzanine LLC. The same deliverables listed in Item 1 above are required for HYW Mezzanine LLC, the mezzanine-level borrower under the Mezzanine Loan. In addition:
(a) Ownership Structure. Confirm that HYW Mezzanine LLC is the sole member of HYW Mortgage LLC, consistent with the organizational chart approved by Ironclad and Granite Peak at Closing.
(b) Organizational Chart. Deliver a final, clean organizational chart showing the complete ownership structure from MTDC (as the ultimate parent) through HYW Mezzanine LLC to HYW Mortgage LLC, in the form required by Ironclad and Granite Peak. The chart should identify all direct and indirect equity holders, percentage interests, and the nature of each entity (corporation, LLC, etc.). Deadline: five (5) Business Days post-Closing.
B. MTDC Organizational Items
1. Certified Copy of Board Resolution. The Board of Directors of MTDC, chaired by Margaret Kowalski, adopted a resolution authorizing the transaction. The executed original of the certified Board Resolution was delivered at Closing. Three (3) additional certified copies must be delivered to Clearfield (Harrison Whitmore) and VRB (Natasha Ivanovic) within five (5) Business Days of the Closing Date (deadline: June 20, 2025). MTDC's corporate secretary should prepare and certify the additional copies.
2. Certificate of Good Standing — Illinois Secretary of State. A Certificate of Good Standing for MTDC from the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, was required at Closing. If the certificate delivered at Closing was dated more than thirty (30) days prior to the Closing Date (i.e., before May 16, 2025), a refreshed Certificate of Good Standing must be obtained and delivered promptly. Please confirm with Lydia Okafor whether the Closing certificate satisfies this requirement.
3. Incumbency Certificate. An Incumbency Certificate confirming the authority of David Harrington (Executive Director), Priya Subramanian (Chief Financial Officer), and Lydia Okafor (General Counsel) to execute documents on behalf of MTDC was delivered at Closing. To the extent that any document executed at Closing was signed by an officer not listed on the Incumbency Certificate, a supplemental Incumbency Certificate must be delivered within five (5) Business Days.
V. Construction-Related Post-Closing Items
A. GMP Contract and Contractor Deliverables
1. Conformed Copy of GMP Contract. A conformed copy of the Guaranteed Maximum Price Contract between HYW Mortgage LLC and Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001) in the amount of $412,000,000 (the "GMP Contract") must be delivered to Ironclad and Granite Peak within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). We confirm that Ironclad's and Granite Peak's consent to the form and substance of the GMP Contract was obtained at Closing, as evidenced by the Lender Consent to GMP Contract executed by each lender and included in the closing set. The conformed copy should incorporate all exhibits, schedules, amendments, and change orders (if any) executed through the Closing Date.
2. Payment and Performance Bonds. Cobalt Construction Group, Inc., is required to deliver payment and performance bonds, each in the face amount of $412,000,000, in favor of HYW Mortgage LLC (the "Payment Bond" and "Performance Bond," respectively). These bonds must be delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). The surety company issuing the bonds must be rated at least "A–" by the Pinnacle Ratings Group (or the equivalent rating by A.M. Best, S&P, or Moody's). Fortis Indemnity Insurance Co. or another surety acceptable to Ironclad and Granite Peak may serve as the surety. Copies of the executed bonds must be delivered to Ironclad (Samantha Bledsoe), Granite Peak (Victor Salinas), and C&H.
3. Lien Waiver Protocol. MTDC should confirm that Cobalt (attention: Gail Merriman, Director of Contract Administration) understands and acknowledges the monthly partial lien waiver requirements that are a condition to each construction draw request under the Senior Loan. Specifically, Cobalt must deliver (a) a contractor's sworn statement and partial lien waiver for the current draw period, and (b) partial lien waivers from all subcontractors and material suppliers for the prior draw period, in each case in the form required under the Senior Loan Agreement. C&H will circulate the approved template lien waiver forms to Cobalt, MTDC, and Ironclad's construction consultant within five (5) Business Days of the Closing Date.
4. Construction Schedule (CPM Format). Cobalt (attention: Hiroshi Tanaka, Senior Project Manager) is required to deliver a baseline construction schedule in Critical Path Method ("CPM") format to Ironclad's designated construction consultant within fifteen (15) days of the Closing Date (deadline: June 30, 2025). The construction schedule must reflect the following key milestones:
•  Projected substantial completion: December 15, 2027
•  Projected issuance of first Temporary Certificate of Occupancy ("TCO"): March 15, 2028
•  Final completion and issuance of permanent Certificate of Occupancy: June 15, 2028 (estimated)
The baseline schedule will serve as the benchmark against which monthly construction progress reports will be measured throughout the construction period.
B. Construction Consultant
Ironclad is expected to designate an independent construction consultant to monitor construction progress, review draw requests, and conduct monthly site inspections. The identity of the construction consultant has not yet been confirmed by Ironclad. MTDC should be prepared to cooperate fully with the construction consultant, including providing site access, project records, and all information reasonably requested, in accordance with the requirements of Section 6.03 of the Senior Loan Agreement. Upon Ironclad's designation of the construction consultant, C&H will circulate contact information to all parties.
C. Permits and Approvals
1. NYC DOB Building Permit. MTDC should confirm the current status of the New York City Department of Buildings ("NYC DOB") Building Permit application for the Project. If the Building Permit has been issued, a certified copy must be delivered to Ironclad and Granite Peak. If the Building Permit has not yet been issued, it must be obtained and delivered within thirty (30) days of the Closing Date (deadline: July 15, 2025) as a post-closing condition under the Senior Loan Agreement. Issuance of the Building Permit is a condition precedent to the first advance of construction loan proceeds.
2. ULURP Approvals. The Project received approvals under the Uniform Land Use Review Procedure ("ULURP"), including (a) approval by the City Planning Commission ("CPC") dated September 12, 2023 (Application No. C 230415 ZSM), and (b) approval by the City Council dated October 25, 2023. MTDC must confirm that (i) no challenges, appeals, or Article 78 proceedings are pending with respect to the ULURP approvals, and (ii) all conditions of the ULURP approvals have been or are being satisfied. Certified copies of the CPC and City Council approvals must be delivered to Clearfield (Harrison Whitmore) if they were not included in the closing document set. MTDC should coordinate with Hargrove & Linden (Raymond Cho) regarding the status of any outstanding conditions.
3. Environmental. A Phase I Environmental Site Assessment ("Phase I ESA") was prepared by Apex Environmental Consultants (Project No. AEC-NY-25-0337, dated March 20, 2025) and was delivered to all parties prior to Closing. MTDC should confirm that the Phase I ESA did not identify any Recognized Environmental Conditions ("RECs") requiring further investigation. If a Phase II Environmental Site Assessment is triggered by findings in the Phase I ESA or by any lender requirement, MTDC should coordinate with Dr. Lena Kaur of Apex Environmental Consultants regarding scope, timeline, and cost. Any Phase II investigation must be completed and the results delivered to Ironclad and Granite Peak prior to the first advance under the Construction Loan.
VI. Financial Reporting and Compliance
A. Initial Deliverables
1. Opening Deposit of Reserves. Pursuant to the Cash Management Agreement executed at Closing, the following reserve accounts must be funded and the following deposits confirmed. All accounts are maintained at Ironclad National Bank, N.A. (ABA Routing No. 021-003-178). MTDC and HYW Mortgage LLC must execute any outstanding depository account agreements with Ironclad within five (5) Business Days of the Closing Date:
•  Interest Reserve Account: Amount to be confirmed per the final Closing Statement;
•  Tax and Insurance Escrow Account: Amount to be confirmed per the final Closing Statement;
•  Replacement Reserve Account: Amount to be confirmed per the final Closing Statement;
•  TI/Leasing Commission Reserve Account: If applicable (generally funded post-construction upon lease-up); amount to be confirmed;
•  Operating Expense Reserve Account: Amount to be confirmed per the final Closing Statement.
A hard lockbox has been established in accordance with the Cash Management Agreement. MTDC and HYW Mortgage LLC must confirm the account numbers for each reserve and operating account within five (5) Business Days of the Closing Date and provide such account numbers to C&H, Clearfield, and VRB. Priya Subramanian (CFO) should coordinate with Ironclad's treasury operations group to ensure that all accounts are properly opened, funded, and activated.
2. Initial Operating Budget. For the construction period, an initial operating budget must be submitted to Ironclad for approval within thirty (30) days of the Closing Date (deadline: July 15, 2025). The initial operating budget should cover all anticipated operating expenses, carrying costs, insurance premiums, ground rent payments, property taxes, and other costs to be incurred during the construction period. Priya Subramanian (CFO) should coordinate with Evergreen Property Management LLC ("Evergreen"), attention Teresa Langford, if any pre-leasing activities, property management services, or pre-construction site maintenance activities are underway or anticipated prior to the commencement of full construction.
B. Ongoing Reporting Obligations (Calendar)
The following table summarizes the periodic financial reporting and compliance obligations under the Senior Loan Agreement and the Mezzanine Loan Agreement. MTDC and the Borrowers should incorporate these deadlines into their internal compliance calendars:
For reference, the key financial covenants under the Loan Documents are as follows:
•  DSCR Covenant: Minimum 1.20x combined, calculated on a trailing twelve (12) month basis, tested quarterly beginning with the first full quarter following issuance of the TCO.
•  Debt Yield Covenant: Minimum 8.0% combined, calculated based on Net Operating Income divided by total outstanding indebtedness (Senior Loan plus Mezzanine Loan), tested quarterly on the same schedule as DSCR.
•  LTV Covenant: Maximum 70.0% combined loan-to-value ratio, tested annually based on a MAI-compliant appraisal.
•  Cash Sweep Trigger: A cash sweep shall be triggered if (a) the combined DSCR falls below 1.10x for any testing period, or (b) an Event of Default has occurred and is continuing under either the Senior Loan Agreement or the Mezzanine Loan Agreement.
VII. Appraisal and Valuation
An appraisal of the Project was prepared by Broadstreet Appraisal Group (File No. BAG-25-1092, dated April 1, 2025) and delivered to all parties prior to Closing. The appraisal concluded an "as-stabilized" appraised value of $1,025,000,000. Based on this value, the combined loan-to-value ratio at Closing is as follows:
•  Senior Loan: $475,000,000 / $1,025,000,000 = 46.34%
•  Combined (Senior + Mezzanine): $675,000,000 / $1,025,000,000 = 65.85%
The combined LTV of 65.85% is within the 70.0% maximum permitted under the Loan Documents. MTDC should confirm that original signed copies of the Broadstreet appraisal have been delivered to Ironclad (Kenneth Pryor) and Granite Peak (Diane Castellano). Additionally, MTDC should note the following appraisal-related obligations:
(a) An updated appraisal will be required at the time of conversion from the construction phase to the permanent phase of the Senior Loan, to confirm compliance with the LTV covenant based on the "as-is" (rather than "as-stabilized") value of the Project at that time.
(b) Following conversion, an updated appraisal will be required annually, within ninety (90) days of each anniversary of the conversion date, throughout the remaining term of the Senior Loan.
(c) At any time that the Agent reasonably believes that the value of the Project has materially declined, the Agent may require an additional appraisal at the Borrower's expense, subject to the limitations set forth in Section 5.09 of the Senior Loan Agreement.
VIII. Ground Lease Matters
The Project is developed on land demised under the Ground Lease between NYCEDC, as ground lessor, and HYW Mortgage LLC (as successor tenant), recorded with the New York County Register under CRFN 2020000198762, dated June 1, 2020. The following ground lease-related items remain outstanding or require confirmation:
1. Estoppel Certificate from NYCEDC. If an estoppel certificate from NYCEDC was not delivered at Closing, one must be obtained within thirty (30) days of the Closing Date (deadline: July 15, 2025). The estoppel certificate must confirm, at a minimum, that (a) the Ground Lease is in full force and effect and has not been modified or amended except as disclosed therein, (b) the current annual ground rent of $4,200,000 (subject to CPI escalation every five (5) years) has been paid through the applicable period, (c) no defaults by the tenant exist under the Ground Lease, (d) no defaults by NYCEDC exist, and (e) no offsets, defenses, or counterclaims exist. Hargrove & Linden (Raymond Cho) should coordinate the request with NYCEDC's legal department.
2. Lessor Recognition Agreement / Leasehold Mortgagee Protections. MTDC must confirm that NYCEDC has executed and delivered a Lessor Recognition Agreement (or equivalent instrument) recognizing Ironclad, as Agent, as a leasehold mortgagee under the Ground Lease and agreeing to provide Ironclad with the notice and cure rights specified in the Ground Lease and the SNDA. If this instrument was not fully executed and delivered at Closing, it must be obtained and delivered within thirty (30) days. Hargrove & Linden (Raymond Cho) should coordinate with NYCEDC if this item remains outstanding.
3. Ground Rent Payment Evidence. The first ground rent payment due following the Closing Date must include a written notation or accompanying cover letter identifying Ironclad National Bank, N.A., as Agent, as the holder of a leasehold mortgage encumbering the tenant's interest under the Ground Lease. A copy of the payment confirmation (wire transfer confirmation or canceled check, as applicable) and any accompanying correspondence must be delivered to Ironclad (Samantha Bledsoe) within five (5) days of the payment date.
IX. Opinion Letters
The following legal opinions were delivered (or are required to be delivered) in connection with the Closing. MTDC should confirm the delivery status of each:
1. Calderwood & Harkness LLP — Enforceability Opinion. C&H delivered its opinion letter at Closing addressing (a) the enforceability of the Loan Documents against the Borrowers and MTDC (as guarantor), (b) the due authorization of the transactions by each entity, and (c) the absence of conflicts with organizational documents, applicable law, and material agreements. The original opinion was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.
2. Calderwood & Harkness LLP — Tax Opinion. C&H (Sylvia Hartwell, Tax Partner) delivered a separate tax opinion addressing REMIC eligibility considerations, transfer tax matters, and withholding tax requirements. The original was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.
3. Hargrove & Linden LLP — Zoning Opinion. Hargrove & Linden delivered a zoning compliance opinion dated April 15, 2025, confirming that (a) the Project constitutes a conforming use under the New York City Zoning Resolution, (b) the Project complies with all applicable special permits issued in connection with the ULURP process, and (c) no variances are required for the Project as currently designed. The original was delivered to Ironclad, with a copy to Granite Peak. Status: Delivered at Closing.
4. Delaware Counsel Opinion. An opinion of Delaware counsel must be delivered confirming (a) the due formation and valid existence of HYW Mortgage LLC and HYW Mezzanine LLC under the laws of the State of Delaware, and (b) the authority of each entity to execute and deliver the Loan Documents and to consummate the transactions contemplated thereby. If this opinion was not delivered at Closing, it must be delivered within five (5) Business Days of the Closing Date (deadline: June 20, 2025). Please confirm the identity of Delaware counsel and the delivery status of this opinion. Status: To be confirmed.
Conformed copies of all opinion letters delivered in connection with the Closing will be assembled in the post-closing binder. C&H (Grace Nakamura) will circulate conformed copies to all parties as part of the Closing Binder distribution described in Section XI below.
X. Intercreditor and Subordination Matters
1. Intercreditor Agreement. The Intercreditor Agreement between Ironclad National Bank, N.A., as Agent, and Granite Peak Capital Partners, LP (the "Intercreditor Agreement") was fully executed and delivered at Closing. C&H will confirm that all parties hold original counterpart signatures. Conformed copies of the executed Intercreditor Agreement will be distributed to all parties within five (5) Business Days of the Closing Date (deadline: June 20, 2025).
2. Subordination of Management Agreement. Evergreen Property Management LLC (attention: Teresa Langford) was required to execute a Subordination of Property Management Agreement, subordinating its rights under the Property Management Agreement with HYW Mortgage LLC to the liens and interests of Ironclad and Granite Peak under the Mortgage and Mezzanine Loan Documents. If this subordination agreement was fully executed and delivered at Closing, MTDC should confirm and provide copies to C&H for inclusion in the Closing Binder. If the subordination agreement remains outstanding, it must be obtained and delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025).
3. Subordination of GC Contract. Cobalt Construction Group, Inc. was required to execute a Subordination of Contractor's Interest, subordinating its rights under the GMP Contract to the lien of the Mortgage. If this subordination agreement was fully executed and delivered at Closing, MTDC should confirm. If it remains outstanding, it must be obtained and delivered within ten (10) Business Days of the Closing Date (deadline: June 27, 2025). MTDC should coordinate with Cobalt (Gail Merriman) and C&H to finalize this item.
XI. Post-Closing Binder and Document Assembly
C&H (Grace Nakamura and Rafael Dominguez) will prepare and distribute complete sets of conformed closing documents (the "Closing Binders") to the following parties:
•  MTDC (Lydia Okafor): 2 sets
•  Ironclad National Bank, N.A. (Kenneth Pryor / Samantha Bledsoe): 2 sets
•  Granite Peak Capital Partners, LP (Diane Castellano / Rebecca Thornton): 2 sets
•  Clearfield & Associates LLP (Harrison Whitmore): 1 set
•  Voss Richter & Baines LLP (Natasha Ivanovic): 1 set
•  Calderwood & Harkness LLP (C&H file, Matter No. 1031-00004): 1 set
The deadline for distribution of all Closing Binders is thirty (30) days post-Closing (July 15, 2025). Each Closing Binder will contain conformed copies of all Loan Documents, organizational documents, title documents, opinions, certificates, and ancillary agreements executed and delivered in connection with the Closing, organized by category and indexed for ease of reference.
In addition, electronic copies (PDF) of all executed documents will be uploaded to C&H's secure document portal. Access credentials will be provided to all parties. Documents will be organized in the same structure as the physical Closing Binder. MTDC should direct any requests for additional copies of closing documents to Grace Nakamura.
XII. Summary Checklist and Tracking
An itemized Post-Closing Checklist is attached hereto as Exhibit A in spreadsheet format. The checklist assigns each post-closing item a unique tracking number, identifies the responsible party and the recipient, specifies the applicable deadline, and includes a status field. As of the date of this letter, all items are designated as "Open."
C&H will circulate updated versions of the Post-Closing Checklist on a bi-weekly basis (every other Wednesday) until all items have been marked "Complete." Any items that are approaching their deadline without satisfactory progress will be flagged for immediate attention. We request that MTDC direct all post-closing deliverables through C&H, using the following contacts:
Grace Nakamura, Senior Associate Calderwood & Harkness LLP
Email: gnakamura@calderwoodharkness.com
Telephone: (212) 558-4312
Rafael Dominguez, Associate Calderwood & Harkness LLP
Email: rdominguez@calderwoodharkness.com
Telephone: (212) 558-4487
We are available at any time to discuss the foregoing post-closing obligations or any questions that may arise. Please do not hesitate to contact either of us directly.
We wish to note that this letter does not constitute legal advice independent of C&H's engagement to represent MTDC and the SPE Borrowers in connection with the transactions described herein, and is subject in all respects to the terms and conditions of the engagement letter between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. dated February 12, 2025.
We cannot overstate the importance of timely compliance with each of the post-closing obligations described in this letter. Failure to deliver any required item within the applicable deadline may, depending on the item, constitute an Event of Default under the Senior Loan Agreement or the Mezzanine Loan Agreement, trigger the commencement of cure periods, delay construction draw advances, or otherwise impair the Borrowers' rights under the Loan Documents. We urge MTDC and the Borrowers to treat all deadlines set forth herein as firm and to allocate the necessary internal resources to ensure compliance.
We kindly request that MTDC acknowledge receipt of this letter and confirm its agreement to the tracking protocol described herein by executing and returning a copy of this letter to C&H at your earliest convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner, Real Estate Finance Telephone: (212) 558-4250
Email: dfairchild@calderwoodharkness.com
By: ________
Angela Fontaine Partner, Real Estate Finance Telephone: (212) 558-4275
Email: afontaine@calderwoodharkness.com
cc: (via email)
Grace Nakamura, Senior Associate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP David Harrington, Executive Director, Metropolitan Transit Development Corp. Priya Subramanian, Chief Financial Officer, Metropolitan Transit Development Corp. Marcus Jennings, Vice President, Real Estate Development, Metropolitan Transit Development Corp. Kenneth Pryor, Managing Director, Ironclad National Bank, N.A. Samantha Bledsoe, Vice President, Ironclad National Bank, N.A. Diane Castellano, Managing Partner, Granite Peak Capital Partners, LP Harrison Whitmore, Partner, Clearfield & Associates LLP (Senior Lender's Counsel) Natasha Ivanovic, Partner, Voss Richter & Baines LLP (Mezzanine Lender's Counsel)
Encl.: Exhibit A — Post-Closing Obligations Checklist
EXHIBIT A
POST-CLOSING OBLIGATIONS CHECKLIST
Hudson Yards West Senior Mortgage Loan ($475,000,000) — Ironclad National Bank, N.A., as Agent Mezzanine Loan ($200,000,000) — Granite Peak Capital Partners, LP C&H Matter No. 1031-00004
As of June 15, 2025
This checklist will be updated bi-weekly by Calderwood & Harkness LLP. All deliverables should be directed through C&H (Grace Nakamura: gnakamura@calderwoodharkness.com; Rafael Dominguez: rdominguez@calderwoodharkness.com). Status designations: Open = not yet commenced or in progress; Pending = submitted, awaiting third-party action; Complete = delivered and confirmed.
Obligation | Frequency | Deadline | Deliver To
Monthly Construction Progress Report | Monthly | 15th of following month | Ironclad; Granite Peak
Monthly Draw Request Package | Monthly | Per draw schedule | Ironclad (with title date-down)
Quarterly Financial Statements (Borrower) | Quarterly | 45 days after quarter-end | Ironclad; Granite Peak
Annual Audited Financial Statements (MTDC) | Annual | 120 days after FY-end | Ironclad; Granite Peak
Annual Budget | Annual | 30 days prior to FY start | Ironclad
DSCR / Debt Yield Compliance Certificate | Quarterly (post-TCO) | 45 days after quarter-end | Ironclad; Granite Peak
LTV Compliance / Annual Appraisal | Annual | Within 90 days of anniversary | Ironclad
Insurance Renewal Evidence | Annual | 30 days prior to policy expiry | Ironclad; Granite Peak
Leasing Status Report | Quarterly (post-TCO) | 15 days after quarter-end | Ironclad; Granite Peak
Rent Roll | Monthly (post-TCO) | 15th of following month | Ironclad
Item No. | Category | Description of Obligation | Responsible Party | Deliver To | Deadline | Status | Notes
1 | Recording | Mortgage, Assignment of Leases and Rents, and Security Agreement — Record with NYC Register (ACRIS), Block 729, Lots 1, 5, 12, 15 | Sentinel Title (P. Eng) | C&H; Clearfield | June 20, 2025 | Open | NYC/NYS mortgage recording tax paid at Closing; deliver certified copy w/ CRFN
2 | Recording | Assignment of Leasehold Interest (CRFN 2020000198762) — Record concurrently with Mortgage | Sentinel Title (P. Eng) | C&H; Clearfield | June 20, 2025 | Open | Ground Lease dated June 1, 2020
3 | Recording | SNDA (Ironclad / NYCEDC / HYW Mortgage) — Record concurrently with Mortgage | Sentinel Title (P. Eng) | C&H; Clearfield; VRB | June 20, 2025 | Open | Original SNDA executed at Closing
4 | Recording | CEMA (if applicable) — Record concurrently with Mortgage | Sentinel Title (P. Eng); C&H | Clearfield | June 20, 2025 | Open | Confirm applicability by June 17
5 | Recording | Deliver recording confirmations and CRFN numbers | Sentinel Title (P. Eng) | C&H; Clearfield; VRB | 48 hrs post-recording | Open | —
6 | UCC | UCC-1 — HYW Mortgage LLC (Debtor) / Ironclad (Secured Party) — Delaware SOS | C&H | Ironclad; Clearfield | June 18, 2025 | Open | Collateral per Mortgage Loan Security Agreement
7 | UCC | UCC-1 — HYW Mezzanine LLC (Debtor) / Granite Peak (Secured Party) — Delaware SOS | C&H | Granite Peak; VRB | June 18, 2025 | Open | Collateral: 100% membership interests in HYW Mortgage LLC
8 | UCC | UCC-1 Fixture Filing — HYW Mortgage LLC (Debtor) / Ironclad (Secured Party) — NYC Register (ACRIS) | Sentinel Title (P. Eng) | C&H; Clearfield | June 20, 2025 | Open | Filed concurrently with Mortgage recording
9 | UCC | Calendar UCC-3 continuation statement filing (Dec. 2029 – Mar. 2030) | C&H | Internal | Dec. 2029 | Open | If Senior Loan not paid in full
10 | Gov't Filing | NYC RPT — Confirm filing obligation; file if required | Hargrove & Linden (R. Cho) | NYC Register | July 15, 2025 | Open | Analysis pending
11 | Gov't Filing | NYS TP-584 — Confirm filing obligation; file if required | Hargrove & Linden (R. Cho) | NYS Tax Dept. | July 15, 2025 | Open | Analysis pending
12 | Gov't Filing | MTDC Annual Report — Illinois SOS; confirm good standing | MTDC (L. Okafor) | IL SOS | Ongoing | Open | Confirm current status
13 | Gov't Filing | HYW Mortgage LLC / HYW Mezzanine LLC — Certificates of Formation (Delaware SOS) | C&H (R. Dominguez) | Delaware SOS | Confirm pre-Closing | Open | Confirm with R. Dominguez
14 | Gov't Filing | HYW Mortgage LLC / HYW Mezzanine LLC — Obtain EINs (IRS Form SS-4) | C&H (R. Dominguez) | IRS | June 20, 2025 | Open | —
15 | Gov't Filing | HYW Mortgage LLC / HYW Mezzanine LLC — Foreign qualification (NY Dept. of State) | C&H (R. Dominguez) | NY DOS | June 27, 2025 | Open | Application for Authority
16 | Title | Senior Lender's ALTA 2006 Loan Policy ($475M) — Final marked-up policy w/ endorsements | Sentinel Title | Ironclad; C&H; Clearfield | July 15, 2025 | Open | Commitment No. STN-2025-MH-04178; all req'd endorsements
17 | Title | Mezzanine Lender's UCC Insurance Policy ($200M) | Sentinel Title | Granite Peak; C&H; VRB | July 15, 2025 | Open | Perfection and first-priority of pledge
18 | Title | Owner's Title Policy (if MTDC elects) | Sentinel Title | MTDC (L. Okafor) | July 15, 2025 | Open | Optional; await MTDC instruction
19 | Title | Title bring-down endorsement / date-down at first advance | Sentinel Title | Ironclad | Per first draw | Open | First advance expected w/in 10 Bus. Days
20 | Insurance | Builder's Risk Policy (Fortis Indemnity, $500M) — Final policy copy | Castleton (B. Jessup) | Ironclad (S. Bledsoe); Granite Peak (V. Salinas) | July 15, 2025 | Open | Binder accepted at Closing; name Ironclad as mortgagee/loss payee
21 | Insurance | Commercial General Liability ($25M/$50M) — Final policy copy | Castleton (B. Jessup) | Ironclad; Granite Peak | July 15, 2025 | Open | ACORD certs delivered at Closing
22 | Insurance | Umbrella/Excess Liability ($100M) — Final policy copy | Castleton (B. Jessup) | Ironclad; Granite Peak | July 15, 2025 | Open | Certificate delivered at Closing
23 | Insurance | Workers' Compensation (Cobalt GC) — Refreshed certificate at construction commencement | Cobalt (G. Merriman) | HYW Mortgage; Ironclad | At construction start | Open | Statutory coverage
24 | Insurance | Contractor's Professional Liability ($10M/claim) — Evidence of coverage | Cobalt (G. Merriman) | Ironclad; C&H | Prior to first draw | Open | Condition to first draw
25 | Insurance | Flood Insurance — Confirm SFHA status; obtain coverage if required | Castleton (B. Jessup) | Ironclad; Granite Peak | July 15, 2025 | Open | Pending FEMA determination
26 | Insurance | Calendar all insurance renewal dates; deliver renewal evidence 30 days prior to expiry | MTDC; Castleton | Ironclad; Granite Peak | Ongoing | Open | —
27 | Organizational | HYW Mortgage LLC — Certified copy of Certificate of Formation | C&H (R. Dominguez) | Ironclad; Granite Peak | June 20, 2025 | Open | —
28 | Organizational | HYW Mortgage LLC — Circulate conformed copy of Operating Agreement | C&H (R. Dominguez) | All parties | June 20, 2025 | Open | Executed at Closing
29 | Organizational | HYW Mortgage LLC — Certified resolutions authorizing Loan | C&H (R. Dominguez) | Ironclad; Granite Peak | June 20, 2025 | Open | —
30 | Organizational | HYW Mortgage LLC — Confirm independent director/special member appointment | C&H (R. Dominguez) | Ironclad | June 20, 2025 | Open | Per SPE covenants
31 | Organizational | HYW Mezzanine LLC — Same deliverables as Items 27–30 | C&H (R. Dominguez) | All parties | June 20, 2025 | Open | —
32 | Organizational | HYW Mezzanine LLC — Ownership chart (final form) | C&H (R. Dominguez) | Ironclad; Granite Peak | June 20, 2025 | Open | Full chain from MTDC down
33 | Organizational | MTDC Board Resolution — Deliver 3 additional certified copies | MTDC (L. Okafor) | Clearfield; VRB | June 20, 2025 | Open | Chair: M. Kowalski
34 | Organizational | MTDC Certificate of Good Standing (IL SOS) — Confirm or refresh | MTDC (L. Okafor) | Ironclad; Granite Peak | June 20, 2025 | Open | Must be dated w/in 30 days
35 | Organizational | MTDC Incumbency Certificate — Confirm completeness | MTDC (L. Okafor) | C&H | June 20, 2025 | Open | D. Harrington, P. Subramanian, L. Okafor
36 | Construction | Conformed copy of GMP Contract (Cobalt, $412M) | MTDC; Cobalt | Ironclad; Granite Peak | June 27, 2025 | Open | Contract No. CCG-HYW-2025-001
37 | Construction | Payment and Performance Bonds ($412M each) | Cobalt (G. Merriman) | HYW Mortgage; Ironclad; Granite Peak | June 27, 2025 | Open | Surety rated A– or better
38 | Construction | Circulate template lien waiver forms | C&H | Cobalt; MTDC; Ironclad | June 20, 2025 | Open | Monthly partial waivers required
39 | Construction | Baseline Construction Schedule (CPM format) | Cobalt (H. Tanaka) | Ironclad construction consultant | June 30, 2025 | Open | Substantial completion: Dec. 15, 2027
40 | Construction | Ironclad to designate construction consultant | Ironclad (K. Pryor) | All parties | TBD | Open | MTDC to cooperate w/ site access
41 | Construction | NYC DOB Building Permit — Confirm issuance or obtain | MTDC (C. McBride) | Ironclad; Granite Peak | July 15, 2025 | Open | Condition to first draw
42 | Construction | ULURP Approvals — Confirm no pending challenges; deliver certified copies | MTDC; Hargrove & Linden (R. Cho) | Clearfield | June 27, 2025 | Open | CPC 9/12/23; City Council 10/25/23
43 | Construction | Phase I ESA — Confirm no further action required; coordinate Phase II if triggered | MTDC; Apex Envtl. (Dr. L. Kaur) | Ironclad; Granite Peak | Prior to first draw | Open | Apex Project No. AEC-NY-25-0337
44 | Financial | Confirm opening reserve deposits per Closing Statement; provide account numbers | MTDC (P. Subramanian) | C&H; Clearfield; VRB | June 20, 2025 | Open | All accounts at Ironclad (ABA 021-003-178)
45 | Financial | Execute depository account agreements with Ironclad | MTDC / HYW Mortgage | Ironclad | June 20, 2025 | Open | Hard lockbox established
46 | Financial | Initial Operating Budget (construction period) | MTDC (P. Subramanian) | Ironclad | July 15, 2025 | Open | Coordinate w/ Evergreen (T. Langford)
47 | Ground Lease | NYCEDC Estoppel Certificate | MTDC; Hargrove & Linden (R. Cho) | Ironclad; C&H | July 15, 2025 | Open | If not delivered at Closing
48 | Ground Lease | Lessor Recognition Agreement — Confirm execution by NYCEDC | MTDC; Hargrove & Linden (R. Cho) | Ironclad | July 15, 2025 | Open | Leasehold mortgagee protections
49 | Ground Lease | Ground Rent Payment Evidence — First post-Closing payment with mortgagee notation | MTDC / HYW Mortgage | Ironclad (S. Bledsoe) | 5 days post-payment | Open | Annual rent: $4.2M
50 | Opinions | Delaware Counsel Opinion (due formation, valid existence, authority) | C&H / Delaware Counsel | Ironclad; Granite Peak | June 20, 2025 | Open | Confirm if delivered at Closing
51 | Opinions | Assemble conformed copies of all opinions in Closing Binder | C&H (G. Nakamura) | All parties | July 15, 2025 | Open | C&H, Hargrove & Linden, Delaware counsel
52 | Intercreditor | Intercreditor Agreement — Distribute conformed copies | C&H | All parties | June 20, 2025 | Open | Fully executed at Closing
53 | Intercreditor | Subordination of Management Agreement (Evergreen) | MTDC; Evergreen (T. Langford) | Ironclad; Granite Peak | June 27, 2025 | Open | Confirm if executed at Closing
54 | Intercreditor | Subordination of GC Contract (Cobalt) | MTDC; Cobalt (G. Merriman) | Ironclad; Granite Peak | June 27, 2025 | Open | Confirm if executed at Closing
55 | Document Assembly | Prepare and distribute Closing Binders (9 sets total) | C&H (G. Nakamura; R. Dominguez) | MTDC (2); Ironclad (2); Granite Peak (2); Clearfield (1); VRB (1); C&H file (1) | July 15, 2025 | Open | Physical + electronic (PDF upload to secure portal)
56 | Appraisal | Confirm delivery of original signed Broadstreet appraisal to Ironclad and Granite Peak | MTDC | Ironclad; Granite Peak | June 20, 2025 | Open | File No. BAG-25-1092; As-stabilized: $1.025B

CONFIDENTIAL

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

EXHIBIT A

POST-CLOSING OBLIGATIONS CHECKLIST

Record

Parties

Dates

Amounts