1031-00004 · Hudson Yards West Mortgage LLC · Closing

title-endorsement-request-letter.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

Douglas Fairchild Partner Direct Dial: (212) 558-4127

Email: dfairchild@calderwoodharkness.com

June 15, 2025

VIA HAND DELIVERY AND ELECTRONIC MAIL (peng@sentineltitle.com)

Patricia Eng, Closing Officer Sentinel Title & Escrow Company 140 Broadway, 20th Floor New York, New York 10005

Re: Request for Endorsements to ALTA Lender's Title Insurance Policy Commitment No. STN-2025-MH-04178 Insured Amount: $475,000,000.00 Property: 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, 15, Borough of Manhattan, City of New York, County of New York, State of New York) Insured Lender: Ironclad National Bank, N.A., as Administrative Agent Borrower: Hudson Yards West Mortgage LLC C&H Matter No. 1031-00004

Dear Ms. Eng:

This firm represents Metropolitan Transit Development Corp., an Illinois corporation ("MTDC"), and Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower" or "Borrower"), in connection with a $475,000,000.00 senior mortgage construction loan (the "Construction Loan") originated by Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (the "Administrative Agent" or "Ironclad"), together with co-lenders Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with Ironclad, the "Lender Group" or "Senior Lenders"). The Construction Loan will finance the development of a mixed-use commercial, residential, and transit infrastructure project located at 450 West 34th Street, New York, New York 10001, and more particularly described as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York, County of New York, State of New York (the "Property").

This letter constitutes a formal request, on behalf of our clients and the Lender Group, for the endorsements enumerated below to be issued simultaneously with, or affixed to, the ALTA 2006 Lender's Title Insurance Policy (the "Policy") to be issued by Sentinel Title & Escrow Company ("Sentinel Title") pursuant to Commitment No. STN-2025-MH-04178 (the "Commitment") in the face amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) at the closing of the Construction Loan, currently targeted for June 15, 2025 (the "Closing Date"). As you are aware, the Policy will insure a first-priority leasehold mortgage lien on the Property, encumbering the Borrower's leasehold estate created by that certain ground lease between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and MTDC, as ground lessee, and all improvements now existing or hereafter to be constructed thereon.

We have reviewed the Commitment and the exceptions set forth on Schedule B thereto. We request that each of the endorsements described herein be issued in a form reasonably acceptable to the Administrative Agent and its counsel, Clearfield & Associates LLP. To the extent that any endorsement described below is not available in the precise ALTA form referenced, we request that Sentinel Title issue the New York equivalent or a custom endorsement providing substantially equivalent coverage, subject to the Administrative Agent's prior written approval.

The endorsements requested below are organized by category for your convenience. Unless otherwise indicated, each endorsement should be issued simultaneously with the Policy on the Closing Date.

1. Comprehensive / Extended Coverage Endorsements

We request the following broad-coverage endorsements addressing restrictions, encroachments, and mineral matters:

1.1 ALTA 9.0 — Restrictions, Encroachments, Minerals Endorsement (or New York Equivalent). We request that Sentinel Title issue an ALTA 9.0 Endorsement (or the New York equivalent form, as applicable) confirming that: (a) no violations of any covenants, conditions, or restrictions of record affecting the Property exist that would result in a forfeiture, reversion, or termination of the insured leasehold estate; (b) no improvements located on the Property encroach upon any easement, building setback line, or other boundary delineated in the instruments of record; and (c) no improvements on adjoining parcels encroach upon the Property. The foregoing confirmations should be made with reference to and in reliance upon the ALTA/NSPS Land Title Survey of the Property prepared by Kensington Surveying Associates, P.C. (the "Survey"), dated May 1, 2025, Job No. KSA-2025-0712, a certified copy of which is enclosed herewith and which has been or will be delivered directly to Sentinel Title. The Survey has been certified to Sentinel Title & Escrow Company, Ironclad National Bank, N.A. (as Administrative Agent for the Lender Group), Calderwood & Harkness LLP, and Clearfield & Associates LLP. Please confirm that the Survey meets Sentinel Title's requirements for issuance of this endorsement in all respects and advise us promptly if any additional survey certifications or revisions are required.

1.2 ALTA 9.6 — Private Rights Endorsement. We request that Sentinel Title issue an ALTA 9.6 Endorsement insuring against loss or damage arising from the existence of any private party right of first refusal, right of first offer, option to purchase, or other preferential purchase right affecting the Property or any portion thereof, whether arising under the ground lease, any restrictive covenant, or any other instrument of record. To the extent any such rights are reflected in the Commitment or in the documents of record, we request that Sentinel Title either affirmatively insure over such rights or provide a detailed explanation of any exceptions that cannot be removed.

1.3 ALTA 9.10 — Restrictions, Encroachments, Minerals — Current Violations Endorsement. To the extent available under New York title insurance practice and the regulations of the New York State Department of Financial Services, we request that Sentinel Title issue an ALTA 9.10 Endorsement (or a comparable New York endorsement) providing affirmative coverage against loss or damage arising from any existing violation of any covenants, conditions, or restrictions of record as of the date of the Policy. If this endorsement is not available in New York in the standard ALTA form, we request that Sentinel Title advise us of any alternative or custom endorsement that can provide substantially similar coverage and the additional premium, if any, associated therewith.

2. Environmental Protection Lien Endorsement

2.1 ALTA 8.1 — Environmental Protection Lien Endorsement. We request that Sentinel Title issue an ALTA 8.1 Endorsement insuring against loss or damage sustained by the insured lender by reason of the existence of any environmental protection lien that, at the date of the Policy, is recorded in the public records or has been filed in the public records pursuant to applicable federal, state, or local law, and that has priority over the lien of the insured mortgage. Such coverage should extend to, without limitation, any lien arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., the New York State Environmental Conservation Law, the New York Navigation Law, and any other applicable federal, state, or local environmental statute, regulation, or ordinance that may give rise to a lien on the Property.

In support of this request, enclosed please find a copy of the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), dated March 20, 2025 (the "Phase I ESA"). The Phase I ESA was prepared in accordance with ASTM Standard E1527-21 and disclosed no recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions affecting the Property. The Phase I ESA has been addressed to and may be relied upon by MTDC, the Mortgage Borrower, the Administrative Agent, and the Lender Group. We respectfully request that Sentinel Title review the Phase I ESA in connection with the issuance of this endorsement and confirm that no additional environmental investigation or documentation is required.

3. Survey Endorsements

3.1 ALTA 25.0 — Same as Survey Endorsement. We request that Sentinel Title issue an ALTA 25.0 Endorsement confirming that the legal description of the Property set forth in Schedule A of the Policy is the same as the property depicted and described on the Survey. The endorsement should specifically identify the Property as comprising Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York, County of New York, State of New York, and should confirm that the metes and bounds description, lot area, and boundary dimensions set forth in the Policy are consistent with the Survey in all material respects.

3.2 ALTA 25.1 — Same as Portion of Survey Endorsement. To the extent the Survey depicts any additional adjacent parcels or any portions of the Property that are separately identified (including, without limitation, any easement areas, license areas, or air rights parcels), we request that Sentinel Title issue an ALTA 25.1 Endorsement confirming that the insured parcels (Block 729, Lots 1, 5, 12, and 15) depicted on the Survey correspond to the parcels described in Schedule A of the Policy. If the Survey encompasses land not insured under the Policy, the endorsement should clearly delineate the insured parcels.

3.3 Survey Certification Requirements. As noted above, the Survey must be certified to the following parties: (a) Sentinel Title & Escrow Company; (b) Ironclad National Bank, N.A., as Administrative Agent for the Lender Group; (c) Calderwood & Harkness LLP; and (d) Clearfield & Associates LLP. The Survey has been prepared by Kensington Surveying Associates, P.C., a professional corporation licensed to practice land surveying in the State of New York, and bears the seal and signature of Thomas R. Kensington, P.L.S., New York License No. 050722. Please confirm receipt of the Survey and its acceptability for purposes of issuing the endorsements described in this Section 3 and in Section 1 above.

4. Zoning Endorsement

4.1 ALTA 3.0 / 3.1 / 3.2 — Zoning Endorsement. We request that Sentinel Title issue a zoning endorsement in the most comprehensive form available in New York. Specifically:

(a) If the Property remains unimproved as of the Closing Date, we request an ALTA 3.0 — Zoning — Unimproved Land Endorsement confirming the zoning classification of the Property and that the proposed mixed-use development (encompassing commercial office space, residential dwelling units, retail space, and transit infrastructure components) is a permitted use under the applicable zoning designation.

(b) If construction has commenced or a temporary certificate of occupancy has been issued for any portion of the Property as of the Closing Date, we request an ALTA 3.1 — Zoning — Completed Structure Endorsement, or, in the alternative, an ALTA 3.2 — Zoning — Land Under Development Endorsement, to the extent that such form is available in New York and provides broader coverage for a project under active construction.

(c) If the ALTA 3.2 form (Land Under Development) is available in New York, we request that Sentinel Title issue that form in lieu of, or in addition to, the ALTA 3.0 or 3.1 form, as the ALTA 3.2 form would more accurately reflect the status of the Property as a development site with construction anticipated to commence promptly following the Closing Date.

The Property is located within the Hudson Yards Special District, as designated under the New York City Zoning Resolution. The proposed development has received approval through the Uniform Land Use Review Procedure ("ULURP"), Application No. C 230415 ZSM, as confirmed by the New York City City Planning Commission on September 12, 2023, and subsequently approved by the New York City Council on October 25, 2023. Copies of the relevant ULURP approval documentation are enclosed herewith.

In further support of this request, we have enclosed a copy of the zoning opinion prepared by Hargrove & Linden, P.C. (the "Zoning Counsel"), dated April 15, 2025, prepared by Raymond Cho, Esq., a partner of that firm, confirming the Property's zoning classification and the conformity of the proposed mixed-use development with applicable zoning requirements, including bulk, density, height, setback, floor area ratio, and parking regulations. The zoning opinion has been addressed to MTDC, the Mortgage Borrower, and the Administrative Agent, and may be relied upon by Sentinel Title in issuing the zoning endorsement.

We request that the zoning endorsement confirm, at a minimum, the Property's current zoning classification and that such classification permits the proposed mixed-use development as of the date of the Policy. If Sentinel Title requires any additional documentation, zoning lot certifications, or letters from the New York City Department of Buildings or the Department of City Planning in order to issue a zoning endorsement, we request that you advise us of such requirements at your earliest convenience so that we may coordinate the production of such materials in advance of the Closing Date.

5. Construction Loan / Pending Disbursements Endorsements

5.1 ALTA 32.0 — Construction Loan Endorsement. We request that Sentinel Title issue an ALTA 32.0 Construction Loan Endorsement insuring that all advances made by the Lender Group under the Construction Loan, whether the initial advance on the Closing Date or any subsequent advance, will have the same priority as the initial advance and the lien of the insured mortgage, and that no intervening lien, encumbrance, or other matter will have priority over or impair the lien of the insured mortgage to the extent of such advances. The endorsement should specifically confirm that mechanic's lien priority is addressed in accordance with New York Lien Law Sections 2, 3, and 13, including, without limitation, the filing of a building loan agreement in accordance with Section 22 of the New York Lien Law and the recording of a notice of lending in accordance with applicable law. We understand that compliance with the New York Lien Law filing requirements is a condition to the issuance of this endorsement, and we will coordinate with your office to ensure that all required filings are timely made.

5.2 ALTA 33.0 — Disbursement Endorsement (Date-Down Endorsements). We request that Sentinel Title confirm its willingness and ability to issue ALTA 33.0 Disbursement Endorsements (commonly referred to as "date-down endorsements") in connection with each construction advance made under the Construction Loan from the Closing Date through projected substantial completion of the development, currently estimated to occur on or about December 15, 2027, and through the issuance of a final temporary certificate of occupancy (the "Final TCO"), projected for on or about March 15, 2028. Each disbursement endorsement should confirm that, as of the date of the applicable construction advance:

(a) No liens, encumbrances, or other matters have been recorded against the Property since the date of the Policy (or, if applicable, since the date of the most recent prior disbursement endorsement) that would have priority over or adversely affect the lien of the insured mortgage;

(b) No mechanic's liens, notices of mechanic's lien, or lis pendens have been filed or recorded against the Property;

(c) No judgments, federal tax liens, state tax liens, or other involuntary liens have been filed or recorded against the Borrower, MTDC, or the Property;

(d) The title to the insured leasehold estate remains vested in the Mortgage Borrower, subject only to the exceptions set forth in Schedule B of the Policy, as updated by any endorsements previously issued; and

(e) The insured amount under the Policy has been increased to reflect the aggregate amount of all advances made through the date of the disbursement endorsement.

5.3 Procedures for Date-Down Endorsements During the Construction Period. We request that Sentinel Title outline its standard procedures and timing requirements for the issuance of date-down endorsements in connection with each construction draw. Specifically, we request confirmation of the following:

(a) The minimum lead time required for Sentinel Title to conduct lien and judgment searches and issue a date-down endorsement following receipt of a draw request;

(b) The scope of searches to be conducted in connection with each date-down endorsement, including searches of the ACRIS records, the office of the New York County Clerk, the United States District Court for the Southern District of New York, the New York State Department of State (UCC filings), and such other search facilities as may be customary for construction loan date-down endorsements in New York County;

(c) The form of draw request or certification, if any, that Sentinel Title will require from the Borrower, the Administrative Agent, or their respective counsel in connection with each date-down endorsement;

(d) The fee schedule for date-down endorsements and lien searches during the construction period, including any volume or periodic discount arrangements that may be available given the anticipated frequency of draws (estimated at monthly intervals); and

(e) Sentinel Title's ability to issue date-down endorsements on an expedited basis (within three to five business days of a draw request) to accommodate the construction schedule.

5.4 General Contractor Reference. For your records and for purposes of conducting mechanic's lien searches, the general contractor for the development is Cobalt Construction Group, Inc. ("Cobalt"), pursuant to a Guaranteed Maximum Price Construction Contract, Contract No. CCG-HYW-2025-001, with a guaranteed maximum price of $412,000,000.00 (the "GMP Contract"). A draft of the GMP Contract is enclosed herewith for your reference. We anticipate that Cobalt will engage numerous subcontractors and material suppliers during the construction period, and we request that Sentinel Title's lien search procedures be sufficiently comprehensive to identify any mechanic's liens or notices of mechanic's lien filed by any such subcontractors or material suppliers.

6. Leasehold Endorsements

6.1 ALTA 13.0 — Leasehold Owner's and Lender's Endorsement (or New York Equivalent). We request that Sentinel Title issue an ALTA 13.0 Endorsement (or the applicable New York equivalent) confirming that the Policy insures a valid leasehold estate created by that certain Amended and Restated Ground Lease Agreement, dated as of May 15, 2020, by and between NYCEDC, as ground lessor, and MTDC, as ground lessee (the "Ground Lease"), which was recorded in the Office of the City Register of the City of New York on June 1, 2020, at City Register File Number ("CRFN") 2020000198762 in the Automated City Register Information System ("ACRIS") for New York County. The Mortgage Borrower holds its leasehold interest in the Property as sublessee or assignee of the leasehold estate under the Ground Lease, as further documented in the instruments of record.

6.2 Required Leasehold Coverage. The ALTA 13.0 Endorsement (or equivalent) must address each of the following matters:

(a) Leasehold Term. The endorsement must confirm the leasehold term under the Ground Lease, which is ninety-nine (99) years commencing on June 1, 2020, and expiring on May 31, 2119, together with two (2) extension options of twenty-five (25) years each, exercisable at the option of the ground lessee (or its successors and assigns), for a maximum total term of one hundred forty-nine (149) years. The endorsement should confirm that the leasehold term has not been terminated, shortened, or modified except as reflected in the instruments of record.

(b) Ground Rent. The endorsement must confirm that ground rent in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum (with Consumer Price Index escalation every five (5) years, as more particularly described in the Ground Lease) is current and fully paid through the date of the Policy, and that no delinquencies, arrearages, or disputes with respect to ground rent exist as of the date of the Policy.

(c) No Default. The endorsement must confirm that, to the knowledge of Sentinel Title based upon its examination of the public records and such other inquiries as it deems appropriate, no notice of default, notice of termination, or other notice of breach under the Ground Lease has been recorded or filed in the public records as of the date of the Policy.

(d) Lender Protections. The endorsement must confirm the existence of, and the insured lender's rights under, the Recognition and Non-Disturbance Agreement, dated as of June 1, 2020, by and among NYCEDC, MTDC, and the Administrative Agent (the "RNDA"), pursuant to which NYCEDC has agreed to provide the insured lender with (i) written notice of any default under the Ground Lease and an opportunity to cure such default within the cure periods specified in the RNDA, (ii) a new lease on substantially the same terms as the Ground Lease in the event of a termination of the Ground Lease, and (iii) recognition of the lien of the insured mortgage and any foreclosure or transfer thereunder. The RNDA has been recorded in ACRIS and should be identified as an insured instrument under the Policy.

6.3 Improvements. The endorsement must confirm that the leasehold mortgage lien insured under the Policy encumbers the entire leasehold interest of the Mortgage Borrower in the Property, including, without limitation, all buildings, structures, fixtures, and other improvements now existing on the Property and all improvements hereafter to be constructed thereon in connection with the development, together with all appurtenances, easements, rights of way, and privileges belonging or in anywise appertaining thereto.

7. Additional / Ancillary Endorsements

We request the following additional endorsements to the extent available in New York under applicable law and the regulations of the New York State Department of Financial Services:

7.1 ALTA 6.0 — Variable Rate Endorsement. We request that Sentinel Title issue an ALTA 6.0 Endorsement insuring against loss or damage arising from the variable interest rate provisions of the Construction Loan. The Construction Loan bears interest at a floating rate equal to Term SOFR (as published by CME Group Benchmark Administration Limited, or any successor administrator) plus a margin of 425 basis points (4.25%) per annum, subject to a SOFR floor of 1.00%. The endorsement should confirm that the variability of the interest rate does not affect the priority or enforceability of the lien of the insured mortgage.

7.2 ALTA 6.2 — Variable Rate — Negative Amortization Endorsement. To the extent applicable to the Construction Loan, where advances may be drawn and interest may accrue without corresponding principal repayment during the construction period, we request that Sentinel Title issue an ALTA 6.2 Endorsement providing coverage against any negative amortization effects on the insured mortgage lien. If Sentinel Title determines that this endorsement is not applicable to the Construction Loan structure, please so advise.

7.3 ALTA 11.0 — Mortgage Modification Endorsement. We request confirmation that Sentinel Title will be prepared to issue an ALTA 11.0 Endorsement upon any future modification, amendment, or extension of the Construction Loan. The Construction Loan documents contemplate an initial maturity date of June 15, 2029, with two (2) extension options: (a) a first extension to June 15, 2030, and (b) a second extension to June 15, 2031, each subject to the satisfaction of certain conditions precedent specified in the loan agreement. We anticipate that one or more mortgage modification endorsements may be required in connection with the exercise of such extension options and/or any future amendment of the loan documents, and we request that Sentinel Title confirm its availability and willingness to issue such endorsements at the time of any such modification.

7.4 ALTA 17.0 — Access and Entry Endorsement. We request that Sentinel Title issue an ALTA 17.0 Endorsement confirming that the Property has actual vehicular and pedestrian access to and from the public right of way known as West 34th Street, New York, New York, and that such access is insured under the Policy. The endorsement should confirm that no restriction, condition, or defect in title exists that would impair or prevent such access.

7.5 ALTA 17.1 — Indirect Access and Entry Endorsement. To the extent that access to any portion of the Property (including, without limitation, any subsurface or below-grade transit infrastructure components) is achieved via an easement, license, or other appurtenant right rather than direct frontage on a public right of way, we request that Sentinel Title issue an ALTA 17.1 Endorsement confirming that such indirect access is insured under the Policy and that the easement or other right of access is valid, enforceable, and not subject to forfeiture or termination.

7.6 ALTA 19.0 — Contiguity Endorsement. We request that Sentinel Title issue an ALTA 19.0 Endorsement confirming that Lots 1, 5, 12, and 15 of Block 729 on the Tax Map of the Borough of Manhattan are contiguous to one another along their common boundaries and together form a single, unified parcel. This endorsement is of particular importance given that the development will be constructed across all four lots as an integrated project, and the Lender Group requires confirmation that no gaps, gores, or strips of land exist between or among the insured lots.

7.7 ALTA 22.0 — Location Endorsement. If available in New York, we request that Sentinel Title issue an ALTA 22.0 Endorsement confirming that the street address of the Property is 450 West 34th Street, New York, New York 10001. If this endorsement is not available in the standard ALTA form, we request that Sentinel Title issue a comparable endorsement or affirmative insurance provision designating the street address of the insured Property.

7.8 ALTA 28.0 — Easement — Damage or Enforced Removal Endorsement. We request that Sentinel Title issue an ALTA 28.0 Endorsement insuring against loss or damage sustained by the insured lender in the event that any existing or future improvement on the Property is required to be removed or relocated as a result of the exercise of any right arising from an easement affecting the Property, or in the event that any improvement is damaged as a result of such exercise. This endorsement is particularly relevant given the presence of utility easements, access easements, and potential transit authority easements affecting the Property.

7.9 ALTA 35.0 — Minerals and Other Subsurface Substances — Buildings Endorsement. We request that Sentinel Title issue an ALTA 35.0 Endorsement insuring against loss or damage arising from the exercise of any right existing at the date of the Policy to use the surface of the Property for the extraction or development of minerals, water, or other subsurface substances. This endorsement is of particular importance given the transit infrastructure component of the proposed development, which will include below-grade construction, tunneling, and integration with existing and planned Metropolitan Transportation Authority ("MTA") infrastructure. The Lender Group requires assurance that no outstanding mineral, subsurface, or extraction rights will interfere with the construction or operation of the development.

7.10 ALTA 39.0 — Policy Authentication Endorsement. We request that Sentinel Title issue an ALTA 39.0 Endorsement for electronic policy delivery, confirming the authenticity of the Policy and all endorsements when delivered in electronic format. The Administrative Agent has indicated a preference for electronic delivery of the Policy, with original hard copies to follow by courier.

7.11 Tie-In / Co-Insurance Endorsement. The Construction Loan is being made by the Lender Group on a syndicated basis, with Ironclad National Bank, N.A. serving as Administrative Agent. If the individual co-lenders in the Lender Group — specifically, Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank — require individual lender's title insurance policies reflecting their respective pro rata shares of the insured amount, with such individual policies aggregating $475,000,000.00, we request that Sentinel Title issue co-insurance endorsements or reinsurance endorsements, as applicable, to effect such arrangement. In the alternative, if a single Policy in favor of the Administrative Agent (for the benefit of the Lender Group) is sufficient and Sentinel Title can issue a tie-in endorsement confirming aggregate coverage, we request that Sentinel Title confirm the form and availability of such endorsement. Please advise us as to Sentinel Title's standard practice in this regard and any additional premium implications associated with co-insurance or reinsurance arrangements.

8. Mezzanine-Level UCC Insurance / Separate Policy Reference

We wish to bring to your attention that Granite Peak Capital Partners, LP ("Granite Peak"), as mezzanine lender, will separately require a UCC insurance policy in the amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine UCC Policy") insuring the pledge of one hundred percent (100%) of the membership interests in Hudson Yards West Mortgage LLC (the Mortgage Borrower) by HYW Mezzanine LLC, a Delaware limited liability company, as pledgor, to Granite Peak, as secured party. The Mezzanine UCC Policy and any related endorsements are distinct from the ALTA Lender's Title Insurance Policy and endorsements requested in this letter.

We request that Sentinel Title confirm that it is prepared to underwrite and issue the Mezzanine UCC Policy and corresponding endorsements in the amount specified above, and that Sentinel Title has the underwriting capacity and authority to do so. Mezzanine lender's counsel, Voss Richter & Baines LLP (Natasha Ivanovic, Partner), will submit a separate and independent endorsement request letter to Sentinel Title with respect to the Mezzanine UCC Policy and will coordinate directly with your office on all matters relating thereto. Kindly confirm your availability to discuss the Mezzanine UCC Policy with Ms. Ivanovic's office at your earliest convenience.

9. Premium Quotation and Billing

We request that Sentinel Title provide a written premium quotation for all endorsements requested in this letter, broken out by individual endorsement, together with any applicable search continuation fees, date-down endorsement fees, and any other ancillary charges that may be assessed during the projected construction period (from the Closing Date through the anticipated Final TCO date of March 15, 2028). The premium quotation should separately identify:

(a) The one-time premium for each endorsement to be issued at closing;

(b) The per-occurrence fee for each date-down / disbursement endorsement to be issued during the construction period;

(c) Any applicable search fees, continuation fees, or update charges associated with the ongoing date-down endorsement program;

(d) Any reinsurance or co-insurance premium, if applicable under Section 7.11 above; and

(e) The estimated aggregate premium and fee for the Mezzanine UCC Policy referenced in Section 8 above (for budgeting purposes, recognizing that the formal quotation for the Mezzanine UCC Policy will be requested by Voss Richter & Baines LLP).

Premiums and all associated fees should be invoiced to Metropolitan Transit Development Corp. (EIN: 36-2847501) at the following address:

Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604

Attention: Priya Subramanian, Chief Financial Officer

Email: psubramanian@mtdc.com

Copies of all invoices should be sent simultaneously to Calderwood & Harkness LLP, One Liberty Plaza, 55th Floor, New York, New York 10006, Attention: Douglas Fairchild, Partner / Grace Nakamura, Senior Associate. Payment terms shall be in accordance with Sentinel Title's standard commercial invoicing procedures, unless otherwise agreed by the parties.

10. Schedule of Deliveries / Timing

In light of the targeted Closing Date of June 15, 2025, we respectfully request that Sentinel Title adhere to the following schedule with respect to the preparation and delivery of the requested endorsements:

We request that the pro forma endorsements be delivered to Harrison Whitmore, Partner at Clearfield & Associates LLP, who serves as counsel to the Administrative Agent, no later than May 15, 2025, to allow sufficient time for lender review, comment, and approval prior to the Closing Date. Mr. Whitmore may be reached at hwhitmore@clearfieldlaw.com and (212) 909-6400.

With respect to date-down and disbursement endorsements during the construction period, we request that Sentinel Title confirm its standard turnaround time upon receipt of a draw request and the supporting documentation described in Section 5.3 above. The construction loan draw schedule is anticipated to provide for monthly advances, and the Lender Group requires that date-down endorsements be issued promptly in connection with each draw to avoid delays in the disbursement of construction funds. We would appreciate Sentinel Title's confirmation that it can accommodate issuance of date-down endorsements within five (5) business days of receipt of a complete draw request package, or such shorter period as may be commercially practicable.

11. Contact Information

All questions, comments, or requests for additional information regarding this endorsement request should be directed to the following individuals at Calderwood & Harkness LLP:

Grace Nakamura, Senior Associate Direct Dial: (212) 558-4293

Email: gnakamura@calderwoodharkness.com

Rafael Dominguez, Associate Direct Dial: (212) 558-4351

Email: rdominguez@calderwoodharkness.com

Copies of all correspondence and communications should also be directed to the undersigned:

Douglas Fairchild, Partner Direct Dial: (212) 558-4127

Email: dfairchild@calderwoodharkness.com

Our general office contact information is as follows:

Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 Main Telephone: (212) 558-4000 Main Facsimile: (212) 558-3588

We appreciate Sentinel Title's cooperation and diligence in connection with this matter. Given the complexity and magnitude of the transaction, we believe that early and ongoing communication among all parties will be essential to ensuring a smooth and timely closing. We look forward to receiving Sentinel Title's confirmation of its ability to issue the requested endorsements, together with the premium quotation and pro forma endorsements, in accordance with the schedule set forth above.

Thank you for your attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner

cc (via electronic mail):

Kenneth Pryor, Managing Director, Real Estate Finance — Ironclad National Bank, N.A. (kpryor@ironcladbank.com)

Samantha Bledsoe, Vice President, Loan Originations — Ironclad National Bank, N.A. (sbledsoe@ironcladbank.com)

Harrison Whitmore, Partner — Clearfield & Associates LLP (Senior Lender's Counsel) (hwhitmore@clearfieldlaw.com)

Natasha Ivanovic, Partner — Voss Richter & Baines LLP (Mezzanine Lender's Counsel) (nivanovic@vossrichter.com)

David Harrington, Executive Director — Metropolitan Transit Development Corp. (dharrington@mtdc.com)

Lydia Okafor, General Counsel — Metropolitan Transit Development Corp. (lokafor@mtdc.com)

Priya Subramanian, Chief Financial Officer — Metropolitan Transit Development Corp. (psubramanian@mtdc.com)

Marcus Jennings, Vice President, Real Estate Development — Metropolitan Transit Development Corp. (mjennings@mtdc.com)

Angela Fontaine, Partner — Calderwood & Harkness LLP (afontaine@calderwoodharkness.com)

Grace Nakamura, Senior Associate — Calderwood & Harkness LLP (gnakamura@calderwoodharkness.com)

Enclosures:

1. Copy of Title Commitment No. STN-2025-MH-04178

2. ALTA/NSPS Land Title Survey — Kensington Surveying Associates, P.C. (Job No. KSA-2025-0712, dated May 1, 2025) (certified copy)

3. Phase I Environmental Site Assessment — Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337, dated March 20, 2025)

4. Zoning Opinion — Hargrove & Linden, P.C. (Raymond Cho, Esq.) (dated April 15, 2025)

5. Appraisal Summary — Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092, dated April 1, 2025)

6. Executed Amended and Restated Ground Lease Agreement (CRFN 2020000198762, recorded June 1, 2020)

7. ULURP Approval Documentation (Application No. C 230415 ZSM, City Planning Commission approval dated September 12, 2023; City Council approval dated October 25, 2023)

8. Draft Guaranteed Maximum Price Construction Contract — Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001; GMP: $412,000,000.00)

NY\12847291.4

Deliverable	Requested Date	Recipient(s)
Pro forma drafts of all endorsements	May 15, 2025	Calderwood & Harkness LLP; Clearfield & Associates LLP (Harrison Whitmore)
Lender review and comment period	May 15 – May 30, 2025	Clearfield & Associates LLP; Ironclad National Bank, N.A.
Revised / final pro forma endorsements incorporating lender comments	June 5, 2025	Calderwood & Harkness LLP; Clearfield & Associates LLP
Final executed endorsements issued at closing	June 15, 2025 (Closing Date)	Administrative Agent; Calderwood & Harkness LLP
Date-down / disbursement endorsements	Per draw schedule, commencing June 15, 2025 through substantial completion (projected December 15, 2027) and through Final TCO (projected March 15, 2028)	Administrative Agent; Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
Douglas Fairchild Partner Direct Dial: (212) 558-4127
Email: dfairchild@calderwoodharkness.com
June 15, 2025
VIA HAND DELIVERY AND ELECTRONIC MAIL (peng@sentineltitle.com)
Patricia Eng, Closing Officer Sentinel Title & Escrow Company 140 Broadway, 20th Floor New York, New York 10005
Re: Request for Endorsements to ALTA Lender's Title Insurance Policy Commitment No. STN-2025-MH-04178 Insured Amount: $475,000,000.00 Property: 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, 15, Borough of Manhattan, City of New York, County of New York, State of New York) Insured Lender: Ironclad National Bank, N.A., as Administrative Agent Borrower: Hudson Yards West Mortgage LLC C&H Matter No. 1031-00004
Dear Ms. Eng:
This firm represents Metropolitan Transit Development Corp., an Illinois corporation ("MTDC"), and Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower" or "Borrower"), in connection with a $475,000,000.00 senior mortgage construction loan (the "Construction Loan") originated by Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent (the "Administrative Agent" or "Ironclad"), together with co-lenders Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with Ironclad, the "Lender Group" or "Senior Lenders"). The Construction Loan will finance the development of a mixed-use commercial, residential, and transit infrastructure project located at 450 West 34th Street, New York, New York 10001, and more particularly described as Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York, County of New York, State of New York (the "Property").
This letter constitutes a formal request, on behalf of our clients and the Lender Group, for the endorsements enumerated below to be issued simultaneously with, or affixed to, the ALTA 2006 Lender's Title Insurance Policy (the "Policy") to be issued by Sentinel Title & Escrow Company ("Sentinel Title") pursuant to Commitment No. STN-2025-MH-04178 (the "Commitment") in the face amount of Four Hundred Seventy-Five Million and 00/100 Dollars ($475,000,000.00) at the closing of the Construction Loan, currently targeted for June 15, 2025 (the "Closing Date"). As you are aware, the Policy will insure a first-priority leasehold mortgage lien on the Property, encumbering the Borrower's leasehold estate created by that certain ground lease between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and MTDC, as ground lessee, and all improvements now existing or hereafter to be constructed thereon.
We have reviewed the Commitment and the exceptions set forth on Schedule B thereto. We request that each of the endorsements described herein be issued in a form reasonably acceptable to the Administrative Agent and its counsel, Clearfield & Associates LLP. To the extent that any endorsement described below is not available in the precise ALTA form referenced, we request that Sentinel Title issue the New York equivalent or a custom endorsement providing substantially equivalent coverage, subject to the Administrative Agent's prior written approval.
The endorsements requested below are organized by category for your convenience. Unless otherwise indicated, each endorsement should be issued simultaneously with the Policy on the Closing Date.
1. Comprehensive / Extended Coverage Endorsements
We request the following broad-coverage endorsements addressing restrictions, encroachments, and mineral matters:
1.1 ALTA 9.0 — Restrictions, Encroachments, Minerals Endorsement (or New York Equivalent). We request that Sentinel Title issue an ALTA 9.0 Endorsement (or the New York equivalent form, as applicable) confirming that: (a) no violations of any covenants, conditions, or restrictions of record affecting the Property exist that would result in a forfeiture, reversion, or termination of the insured leasehold estate; (b) no improvements located on the Property encroach upon any easement, building setback line, or other boundary delineated in the instruments of record; and (c) no improvements on adjoining parcels encroach upon the Property. The foregoing confirmations should be made with reference to and in reliance upon the ALTA/NSPS Land Title Survey of the Property prepared by Kensington Surveying Associates, P.C. (the "Survey"), dated May 1, 2025, Job No. KSA-2025-0712, a certified copy of which is enclosed herewith and which has been or will be delivered directly to Sentinel Title. The Survey has been certified to Sentinel Title & Escrow Company, Ironclad National Bank, N.A. (as Administrative Agent for the Lender Group), Calderwood & Harkness LLP, and Clearfield & Associates LLP. Please confirm that the Survey meets Sentinel Title's requirements for issuance of this endorsement in all respects and advise us promptly if any additional survey certifications or revisions are required.
1.2 ALTA 9.6 — Private Rights Endorsement. We request that Sentinel Title issue an ALTA 9.6 Endorsement insuring against loss or damage arising from the existence of any private party right of first refusal, right of first offer, option to purchase, or other preferential purchase right affecting the Property or any portion thereof, whether arising under the ground lease, any restrictive covenant, or any other instrument of record. To the extent any such rights are reflected in the Commitment or in the documents of record, we request that Sentinel Title either affirmatively insure over such rights or provide a detailed explanation of any exceptions that cannot be removed.
1.3 ALTA 9.10 — Restrictions, Encroachments, Minerals — Current Violations Endorsement. To the extent available under New York title insurance practice and the regulations of the New York State Department of Financial Services, we request that Sentinel Title issue an ALTA 9.10 Endorsement (or a comparable New York endorsement) providing affirmative coverage against loss or damage arising from any existing violation of any covenants, conditions, or restrictions of record as of the date of the Policy. If this endorsement is not available in New York in the standard ALTA form, we request that Sentinel Title advise us of any alternative or custom endorsement that can provide substantially similar coverage and the additional premium, if any, associated therewith.
2. Environmental Protection Lien Endorsement
2.1 ALTA 8.1 — Environmental Protection Lien Endorsement. We request that Sentinel Title issue an ALTA 8.1 Endorsement insuring against loss or damage sustained by the insured lender by reason of the existence of any environmental protection lien that, at the date of the Policy, is recorded in the public records or has been filed in the public records pursuant to applicable federal, state, or local law, and that has priority over the lien of the insured mortgage. Such coverage should extend to, without limitation, any lien arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., the New York State Environmental Conservation Law, the New York Navigation Law, and any other applicable federal, state, or local environmental statute, regulation, or ordinance that may give rise to a lien on the Property.
In support of this request, enclosed please find a copy of the Phase I Environmental Site Assessment prepared by Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337), dated March 20, 2025 (the "Phase I ESA"). The Phase I ESA was prepared in accordance with ASTM Standard E1527-21 and disclosed no recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions affecting the Property. The Phase I ESA has been addressed to and may be relied upon by MTDC, the Mortgage Borrower, the Administrative Agent, and the Lender Group. We respectfully request that Sentinel Title review the Phase I ESA in connection with the issuance of this endorsement and confirm that no additional environmental investigation or documentation is required.
3. Survey Endorsements
3.1 ALTA 25.0 — Same as Survey Endorsement. We request that Sentinel Title issue an ALTA 25.0 Endorsement confirming that the legal description of the Property set forth in Schedule A of the Policy is the same as the property depicted and described on the Survey. The endorsement should specifically identify the Property as comprising Block 729, Lots 1, 5, 12, and 15 on the Tax Map of the Borough of Manhattan, City of New York, County of New York, State of New York, and should confirm that the metes and bounds description, lot area, and boundary dimensions set forth in the Policy are consistent with the Survey in all material respects.
3.2 ALTA 25.1 — Same as Portion of Survey Endorsement. To the extent the Survey depicts any additional adjacent parcels or any portions of the Property that are separately identified (including, without limitation, any easement areas, license areas, or air rights parcels), we request that Sentinel Title issue an ALTA 25.1 Endorsement confirming that the insured parcels (Block 729, Lots 1, 5, 12, and 15) depicted on the Survey correspond to the parcels described in Schedule A of the Policy. If the Survey encompasses land not insured under the Policy, the endorsement should clearly delineate the insured parcels.
3.3 Survey Certification Requirements. As noted above, the Survey must be certified to the following parties: (a) Sentinel Title & Escrow Company; (b) Ironclad National Bank, N.A., as Administrative Agent for the Lender Group; (c) Calderwood & Harkness LLP; and (d) Clearfield & Associates LLP. The Survey has been prepared by Kensington Surveying Associates, P.C., a professional corporation licensed to practice land surveying in the State of New York, and bears the seal and signature of Thomas R. Kensington, P.L.S., New York License No. 050722. Please confirm receipt of the Survey and its acceptability for purposes of issuing the endorsements described in this Section 3 and in Section 1 above.
4. Zoning Endorsement
4.1 ALTA 3.0 / 3.1 / 3.2 — Zoning Endorsement. We request that Sentinel Title issue a zoning endorsement in the most comprehensive form available in New York. Specifically:
(a) If the Property remains unimproved as of the Closing Date, we request an ALTA 3.0 — Zoning — Unimproved Land Endorsement confirming the zoning classification of the Property and that the proposed mixed-use development (encompassing commercial office space, residential dwelling units, retail space, and transit infrastructure components) is a permitted use under the applicable zoning designation.
(b) If construction has commenced or a temporary certificate of occupancy has been issued for any portion of the Property as of the Closing Date, we request an ALTA 3.1 — Zoning — Completed Structure Endorsement, or, in the alternative, an ALTA 3.2 — Zoning — Land Under Development Endorsement, to the extent that such form is available in New York and provides broader coverage for a project under active construction.
(c) If the ALTA 3.2 form (Land Under Development) is available in New York, we request that Sentinel Title issue that form in lieu of, or in addition to, the ALTA 3.0 or 3.1 form, as the ALTA 3.2 form would more accurately reflect the status of the Property as a development site with construction anticipated to commence promptly following the Closing Date.
The Property is located within the Hudson Yards Special District, as designated under the New York City Zoning Resolution. The proposed development has received approval through the Uniform Land Use Review Procedure ("ULURP"), Application No. C 230415 ZSM, as confirmed by the New York City City Planning Commission on September 12, 2023, and subsequently approved by the New York City Council on October 25, 2023. Copies of the relevant ULURP approval documentation are enclosed herewith.
In further support of this request, we have enclosed a copy of the zoning opinion prepared by Hargrove & Linden, P.C. (the "Zoning Counsel"), dated April 15, 2025, prepared by Raymond Cho, Esq., a partner of that firm, confirming the Property's zoning classification and the conformity of the proposed mixed-use development with applicable zoning requirements, including bulk, density, height, setback, floor area ratio, and parking regulations. The zoning opinion has been addressed to MTDC, the Mortgage Borrower, and the Administrative Agent, and may be relied upon by Sentinel Title in issuing the zoning endorsement.
We request that the zoning endorsement confirm, at a minimum, the Property's current zoning classification and that such classification permits the proposed mixed-use development as of the date of the Policy. If Sentinel Title requires any additional documentation, zoning lot certifications, or letters from the New York City Department of Buildings or the Department of City Planning in order to issue a zoning endorsement, we request that you advise us of such requirements at your earliest convenience so that we may coordinate the production of such materials in advance of the Closing Date.
5. Construction Loan / Pending Disbursements Endorsements
5.1 ALTA 32.0 — Construction Loan Endorsement. We request that Sentinel Title issue an ALTA 32.0 Construction Loan Endorsement insuring that all advances made by the Lender Group under the Construction Loan, whether the initial advance on the Closing Date or any subsequent advance, will have the same priority as the initial advance and the lien of the insured mortgage, and that no intervening lien, encumbrance, or other matter will have priority over or impair the lien of the insured mortgage to the extent of such advances. The endorsement should specifically confirm that mechanic's lien priority is addressed in accordance with New York Lien Law Sections 2, 3, and 13, including, without limitation, the filing of a building loan agreement in accordance with Section 22 of the New York Lien Law and the recording of a notice of lending in accordance with applicable law. We understand that compliance with the New York Lien Law filing requirements is a condition to the issuance of this endorsement, and we will coordinate with your office to ensure that all required filings are timely made.
5.2 ALTA 33.0 — Disbursement Endorsement (Date-Down Endorsements). We request that Sentinel Title confirm its willingness and ability to issue ALTA 33.0 Disbursement Endorsements (commonly referred to as "date-down endorsements") in connection with each construction advance made under the Construction Loan from the Closing Date through projected substantial completion of the development, currently estimated to occur on or about December 15, 2027, and through the issuance of a final temporary certificate of occupancy (the "Final TCO"), projected for on or about March 15, 2028. Each disbursement endorsement should confirm that, as of the date of the applicable construction advance:
(a) No liens, encumbrances, or other matters have been recorded against the Property since the date of the Policy (or, if applicable, since the date of the most recent prior disbursement endorsement) that would have priority over or adversely affect the lien of the insured mortgage;
(b) No mechanic's liens, notices of mechanic's lien, or lis pendens have been filed or recorded against the Property;
(c) No judgments, federal tax liens, state tax liens, or other involuntary liens have been filed or recorded against the Borrower, MTDC, or the Property;
(d) The title to the insured leasehold estate remains vested in the Mortgage Borrower, subject only to the exceptions set forth in Schedule B of the Policy, as updated by any endorsements previously issued; and
(e) The insured amount under the Policy has been increased to reflect the aggregate amount of all advances made through the date of the disbursement endorsement.
5.3 Procedures for Date-Down Endorsements During the Construction Period. We request that Sentinel Title outline its standard procedures and timing requirements for the issuance of date-down endorsements in connection with each construction draw. Specifically, we request confirmation of the following:
(a) The minimum lead time required for Sentinel Title to conduct lien and judgment searches and issue a date-down endorsement following receipt of a draw request;
(b) The scope of searches to be conducted in connection with each date-down endorsement, including searches of the ACRIS records, the office of the New York County Clerk, the United States District Court for the Southern District of New York, the New York State Department of State (UCC filings), and such other search facilities as may be customary for construction loan date-down endorsements in New York County;
(c) The form of draw request or certification, if any, that Sentinel Title will require from the Borrower, the Administrative Agent, or their respective counsel in connection with each date-down endorsement;
(d) The fee schedule for date-down endorsements and lien searches during the construction period, including any volume or periodic discount arrangements that may be available given the anticipated frequency of draws (estimated at monthly intervals); and
(e) Sentinel Title's ability to issue date-down endorsements on an expedited basis (within three to five business days of a draw request) to accommodate the construction schedule.
5.4 General Contractor Reference. For your records and for purposes of conducting mechanic's lien searches, the general contractor for the development is Cobalt Construction Group, Inc. ("Cobalt"), pursuant to a Guaranteed Maximum Price Construction Contract, Contract No. CCG-HYW-2025-001, with a guaranteed maximum price of $412,000,000.00 (the "GMP Contract"). A draft of the GMP Contract is enclosed herewith for your reference. We anticipate that Cobalt will engage numerous subcontractors and material suppliers during the construction period, and we request that Sentinel Title's lien search procedures be sufficiently comprehensive to identify any mechanic's liens or notices of mechanic's lien filed by any such subcontractors or material suppliers.
6. Leasehold Endorsements
6.1 ALTA 13.0 — Leasehold Owner's and Lender's Endorsement (or New York Equivalent). We request that Sentinel Title issue an ALTA 13.0 Endorsement (or the applicable New York equivalent) confirming that the Policy insures a valid leasehold estate created by that certain Amended and Restated Ground Lease Agreement, dated as of May 15, 2020, by and between NYCEDC, as ground lessor, and MTDC, as ground lessee (the "Ground Lease"), which was recorded in the Office of the City Register of the City of New York on June 1, 2020, at City Register File Number ("CRFN") 2020000198762 in the Automated City Register Information System ("ACRIS") for New York County. The Mortgage Borrower holds its leasehold interest in the Property as sublessee or assignee of the leasehold estate under the Ground Lease, as further documented in the instruments of record.
6.2 Required Leasehold Coverage. The ALTA 13.0 Endorsement (or equivalent) must address each of the following matters:
(a) Leasehold Term. The endorsement must confirm the leasehold term under the Ground Lease, which is ninety-nine (99) years commencing on June 1, 2020, and expiring on May 31, 2119, together with two (2) extension options of twenty-five (25) years each, exercisable at the option of the ground lessee (or its successors and assigns), for a maximum total term of one hundred forty-nine (149) years. The endorsement should confirm that the leasehold term has not been terminated, shortened, or modified except as reflected in the instruments of record.
(b) Ground Rent. The endorsement must confirm that ground rent in the amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) per annum (with Consumer Price Index escalation every five (5) years, as more particularly described in the Ground Lease) is current and fully paid through the date of the Policy, and that no delinquencies, arrearages, or disputes with respect to ground rent exist as of the date of the Policy.
(c) No Default. The endorsement must confirm that, to the knowledge of Sentinel Title based upon its examination of the public records and such other inquiries as it deems appropriate, no notice of default, notice of termination, or other notice of breach under the Ground Lease has been recorded or filed in the public records as of the date of the Policy.
(d) Lender Protections. The endorsement must confirm the existence of, and the insured lender's rights under, the Recognition and Non-Disturbance Agreement, dated as of June 1, 2020, by and among NYCEDC, MTDC, and the Administrative Agent (the "RNDA"), pursuant to which NYCEDC has agreed to provide the insured lender with (i) written notice of any default under the Ground Lease and an opportunity to cure such default within the cure periods specified in the RNDA, (ii) a new lease on substantially the same terms as the Ground Lease in the event of a termination of the Ground Lease, and (iii) recognition of the lien of the insured mortgage and any foreclosure or transfer thereunder. The RNDA has been recorded in ACRIS and should be identified as an insured instrument under the Policy.
6.3 Improvements. The endorsement must confirm that the leasehold mortgage lien insured under the Policy encumbers the entire leasehold interest of the Mortgage Borrower in the Property, including, without limitation, all buildings, structures, fixtures, and other improvements now existing on the Property and all improvements hereafter to be constructed thereon in connection with the development, together with all appurtenances, easements, rights of way, and privileges belonging or in anywise appertaining thereto.
7. Additional / Ancillary Endorsements
We request the following additional endorsements to the extent available in New York under applicable law and the regulations of the New York State Department of Financial Services:
7.1 ALTA 6.0 — Variable Rate Endorsement. We request that Sentinel Title issue an ALTA 6.0 Endorsement insuring against loss or damage arising from the variable interest rate provisions of the Construction Loan. The Construction Loan bears interest at a floating rate equal to Term SOFR (as published by CME Group Benchmark Administration Limited, or any successor administrator) plus a margin of 425 basis points (4.25%) per annum, subject to a SOFR floor of 1.00%. The endorsement should confirm that the variability of the interest rate does not affect the priority or enforceability of the lien of the insured mortgage.
7.2 ALTA 6.2 — Variable Rate — Negative Amortization Endorsement. To the extent applicable to the Construction Loan, where advances may be drawn and interest may accrue without corresponding principal repayment during the construction period, we request that Sentinel Title issue an ALTA 6.2 Endorsement providing coverage against any negative amortization effects on the insured mortgage lien. If Sentinel Title determines that this endorsement is not applicable to the Construction Loan structure, please so advise.
7.3 ALTA 11.0 — Mortgage Modification Endorsement. We request confirmation that Sentinel Title will be prepared to issue an ALTA 11.0 Endorsement upon any future modification, amendment, or extension of the Construction Loan. The Construction Loan documents contemplate an initial maturity date of June 15, 2029, with two (2) extension options: (a) a first extension to June 15, 2030, and (b) a second extension to June 15, 2031, each subject to the satisfaction of certain conditions precedent specified in the loan agreement. We anticipate that one or more mortgage modification endorsements may be required in connection with the exercise of such extension options and/or any future amendment of the loan documents, and we request that Sentinel Title confirm its availability and willingness to issue such endorsements at the time of any such modification.
7.4 ALTA 17.0 — Access and Entry Endorsement. We request that Sentinel Title issue an ALTA 17.0 Endorsement confirming that the Property has actual vehicular and pedestrian access to and from the public right of way known as West 34th Street, New York, New York, and that such access is insured under the Policy. The endorsement should confirm that no restriction, condition, or defect in title exists that would impair or prevent such access.
7.5 ALTA 17.1 — Indirect Access and Entry Endorsement. To the extent that access to any portion of the Property (including, without limitation, any subsurface or below-grade transit infrastructure components) is achieved via an easement, license, or other appurtenant right rather than direct frontage on a public right of way, we request that Sentinel Title issue an ALTA 17.1 Endorsement confirming that such indirect access is insured under the Policy and that the easement or other right of access is valid, enforceable, and not subject to forfeiture or termination.
7.6 ALTA 19.0 — Contiguity Endorsement. We request that Sentinel Title issue an ALTA 19.0 Endorsement confirming that Lots 1, 5, 12, and 15 of Block 729 on the Tax Map of the Borough of Manhattan are contiguous to one another along their common boundaries and together form a single, unified parcel. This endorsement is of particular importance given that the development will be constructed across all four lots as an integrated project, and the Lender Group requires confirmation that no gaps, gores, or strips of land exist between or among the insured lots.
7.7 ALTA 22.0 — Location Endorsement. If available in New York, we request that Sentinel Title issue an ALTA 22.0 Endorsement confirming that the street address of the Property is 450 West 34th Street, New York, New York 10001. If this endorsement is not available in the standard ALTA form, we request that Sentinel Title issue a comparable endorsement or affirmative insurance provision designating the street address of the insured Property.
7.8 ALTA 28.0 — Easement — Damage or Enforced Removal Endorsement. We request that Sentinel Title issue an ALTA 28.0 Endorsement insuring against loss or damage sustained by the insured lender in the event that any existing or future improvement on the Property is required to be removed or relocated as a result of the exercise of any right arising from an easement affecting the Property, or in the event that any improvement is damaged as a result of such exercise. This endorsement is particularly relevant given the presence of utility easements, access easements, and potential transit authority easements affecting the Property.
7.9 ALTA 35.0 — Minerals and Other Subsurface Substances — Buildings Endorsement. We request that Sentinel Title issue an ALTA 35.0 Endorsement insuring against loss or damage arising from the exercise of any right existing at the date of the Policy to use the surface of the Property for the extraction or development of minerals, water, or other subsurface substances. This endorsement is of particular importance given the transit infrastructure component of the proposed development, which will include below-grade construction, tunneling, and integration with existing and planned Metropolitan Transportation Authority ("MTA") infrastructure. The Lender Group requires assurance that no outstanding mineral, subsurface, or extraction rights will interfere with the construction or operation of the development.
7.10 ALTA 39.0 — Policy Authentication Endorsement. We request that Sentinel Title issue an ALTA 39.0 Endorsement for electronic policy delivery, confirming the authenticity of the Policy and all endorsements when delivered in electronic format. The Administrative Agent has indicated a preference for electronic delivery of the Policy, with original hard copies to follow by courier.
7.11 Tie-In / Co-Insurance Endorsement. The Construction Loan is being made by the Lender Group on a syndicated basis, with Ironclad National Bank, N.A. serving as Administrative Agent. If the individual co-lenders in the Lender Group — specifically, Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank — require individual lender's title insurance policies reflecting their respective pro rata shares of the insured amount, with such individual policies aggregating $475,000,000.00, we request that Sentinel Title issue co-insurance endorsements or reinsurance endorsements, as applicable, to effect such arrangement. In the alternative, if a single Policy in favor of the Administrative Agent (for the benefit of the Lender Group) is sufficient and Sentinel Title can issue a tie-in endorsement confirming aggregate coverage, we request that Sentinel Title confirm the form and availability of such endorsement. Please advise us as to Sentinel Title's standard practice in this regard and any additional premium implications associated with co-insurance or reinsurance arrangements.
8. Mezzanine-Level UCC Insurance / Separate Policy Reference
We wish to bring to your attention that Granite Peak Capital Partners, LP ("Granite Peak"), as mezzanine lender, will separately require a UCC insurance policy in the amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00) (the "Mezzanine UCC Policy") insuring the pledge of one hundred percent (100%) of the membership interests in Hudson Yards West Mortgage LLC (the Mortgage Borrower) by HYW Mezzanine LLC, a Delaware limited liability company, as pledgor, to Granite Peak, as secured party. The Mezzanine UCC Policy and any related endorsements are distinct from the ALTA Lender's Title Insurance Policy and endorsements requested in this letter.
We request that Sentinel Title confirm that it is prepared to underwrite and issue the Mezzanine UCC Policy and corresponding endorsements in the amount specified above, and that Sentinel Title has the underwriting capacity and authority to do so. Mezzanine lender's counsel, Voss Richter & Baines LLP (Natasha Ivanovic, Partner), will submit a separate and independent endorsement request letter to Sentinel Title with respect to the Mezzanine UCC Policy and will coordinate directly with your office on all matters relating thereto. Kindly confirm your availability to discuss the Mezzanine UCC Policy with Ms. Ivanovic's office at your earliest convenience.
9. Premium Quotation and Billing
We request that Sentinel Title provide a written premium quotation for all endorsements requested in this letter, broken out by individual endorsement, together with any applicable search continuation fees, date-down endorsement fees, and any other ancillary charges that may be assessed during the projected construction period (from the Closing Date through the anticipated Final TCO date of March 15, 2028). The premium quotation should separately identify:
(a) The one-time premium for each endorsement to be issued at closing;
(b) The per-occurrence fee for each date-down / disbursement endorsement to be issued during the construction period;
(c) Any applicable search fees, continuation fees, or update charges associated with the ongoing date-down endorsement program;
(d) Any reinsurance or co-insurance premium, if applicable under Section 7.11 above; and
(e) The estimated aggregate premium and fee for the Mezzanine UCC Policy referenced in Section 8 above (for budgeting purposes, recognizing that the formal quotation for the Mezzanine UCC Policy will be requested by Voss Richter & Baines LLP).
Premiums and all associated fees should be invoiced to Metropolitan Transit Development Corp. (EIN: 36-2847501) at the following address:
Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Attention: Priya Subramanian, Chief Financial Officer
Email: psubramanian@mtdc.com
Copies of all invoices should be sent simultaneously to Calderwood & Harkness LLP, One Liberty Plaza, 55th Floor, New York, New York 10006, Attention: Douglas Fairchild, Partner / Grace Nakamura, Senior Associate. Payment terms shall be in accordance with Sentinel Title's standard commercial invoicing procedures, unless otherwise agreed by the parties.
10. Schedule of Deliveries / Timing
In light of the targeted Closing Date of June 15, 2025, we respectfully request that Sentinel Title adhere to the following schedule with respect to the preparation and delivery of the requested endorsements:
We request that the pro forma endorsements be delivered to Harrison Whitmore, Partner at Clearfield & Associates LLP, who serves as counsel to the Administrative Agent, no later than May 15, 2025, to allow sufficient time for lender review, comment, and approval prior to the Closing Date. Mr. Whitmore may be reached at hwhitmore@clearfieldlaw.com and (212) 909-6400.
With respect to date-down and disbursement endorsements during the construction period, we request that Sentinel Title confirm its standard turnaround time upon receipt of a draw request and the supporting documentation described in Section 5.3 above. The construction loan draw schedule is anticipated to provide for monthly advances, and the Lender Group requires that date-down endorsements be issued promptly in connection with each draw to avoid delays in the disbursement of construction funds. We would appreciate Sentinel Title's confirmation that it can accommodate issuance of date-down endorsements within five (5) business days of receipt of a complete draw request package, or such shorter period as may be commercially practicable.
11. Contact Information
All questions, comments, or requests for additional information regarding this endorsement request should be directed to the following individuals at Calderwood & Harkness LLP:
Grace Nakamura, Senior Associate Direct Dial: (212) 558-4293
Email: gnakamura@calderwoodharkness.com
Rafael Dominguez, Associate Direct Dial: (212) 558-4351
Email: rdominguez@calderwoodharkness.com
Copies of all correspondence and communications should also be directed to the undersigned:
Douglas Fairchild, Partner Direct Dial: (212) 558-4127
Email: dfairchild@calderwoodharkness.com
Our general office contact information is as follows:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 Main Telephone: (212) 558-4000 Main Facsimile: (212) 558-3588
We appreciate Sentinel Title's cooperation and diligence in connection with this matter. Given the complexity and magnitude of the transaction, we believe that early and ongoing communication among all parties will be essential to ensuring a smooth and timely closing. We look forward to receiving Sentinel Title's confirmation of its ability to issue the requested endorsements, together with the premium quotation and pro forma endorsements, in accordance with the schedule set forth above.
Thank you for your attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner
cc (via electronic mail):
Kenneth Pryor, Managing Director, Real Estate Finance — Ironclad National Bank, N.A. (kpryor@ironcladbank.com)
Samantha Bledsoe, Vice President, Loan Originations — Ironclad National Bank, N.A. (sbledsoe@ironcladbank.com)
Harrison Whitmore, Partner — Clearfield & Associates LLP (Senior Lender's Counsel) (hwhitmore@clearfieldlaw.com)
Natasha Ivanovic, Partner — Voss Richter & Baines LLP (Mezzanine Lender's Counsel) (nivanovic@vossrichter.com)
David Harrington, Executive Director — Metropolitan Transit Development Corp. (dharrington@mtdc.com)
Lydia Okafor, General Counsel — Metropolitan Transit Development Corp. (lokafor@mtdc.com)
Priya Subramanian, Chief Financial Officer — Metropolitan Transit Development Corp. (psubramanian@mtdc.com)
Marcus Jennings, Vice President, Real Estate Development — Metropolitan Transit Development Corp. (mjennings@mtdc.com)
Angela Fontaine, Partner — Calderwood & Harkness LLP (afontaine@calderwoodharkness.com)
Grace Nakamura, Senior Associate — Calderwood & Harkness LLP (gnakamura@calderwoodharkness.com)
Enclosures:
1. Copy of Title Commitment No. STN-2025-MH-04178
2. ALTA/NSPS Land Title Survey — Kensington Surveying Associates, P.C. (Job No. KSA-2025-0712, dated May 1, 2025) (certified copy)
3. Phase I Environmental Site Assessment — Apex Environmental Consultants, Inc. (Project No. AEC-NY-25-0337, dated March 20, 2025)
4. Zoning Opinion — Hargrove & Linden, P.C. (Raymond Cho, Esq.) (dated April 15, 2025)
5. Appraisal Summary — Broadstreet Appraisal Group, Inc. (File No. BAG-25-1092, dated April 1, 2025)
6. Executed Amended and Restated Ground Lease Agreement (CRFN 2020000198762, recorded June 1, 2020)
7. ULURP Approval Documentation (Application No. C 230415 ZSM, City Planning Commission approval dated September 12, 2023; City Council approval dated October 25, 2023)
8. Draft Guaranteed Maximum Price Construction Contract — Cobalt Construction Group, Inc. (Contract No. CCG-HYW-2025-001; GMP: $412,000,000.00)
NY\12847291.4
Deliverable | Requested Date | Recipient(s)
Pro forma drafts of all endorsements | May 15, 2025 | Calderwood & Harkness LLP; Clearfield & Associates LLP (Harrison Whitmore)
Lender review and comment period | May 15 – May 30, 2025 | Clearfield & Associates LLP; Ironclad National Bank, N.A.
Revised / final pro forma endorsements incorporating lender comments | June 5, 2025 | Calderwood & Harkness LLP; Clearfield & Associates LLP
Final executed endorsements issued at closing | June 15, 2025 (Closing Date) | Administrative Agent; Calderwood & Harkness LLP
Date-down / disbursement endorsements | Per draw schedule, commencing June 15, 2025 through substantial completion (projected December 15, 2027) and through Final TCO (projected March 15, 2028) | Administrative Agent; Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, New York 10006

CALDERWOOD & HARKNESS LLP

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