1031-00004 · Hudson Yards West Mortgage LLC · Closing Opinions

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, NY 10006

Telephone: (212) 455-2000 Facsimile: (212) 455-2502 www.calderwoodharkness.com

June 15, 2025

Ironclad National Bank, N.A., as Administrative Agent 277 Park Avenue New York, NY 10172

and

Each of the Lenders party to the Loan Agreement (as defined below), including:

Ridgeline Savings Bank Atlas Mutual Insurance Company Commonwealth Trust Company Harborview Federal Savings Bank Meridian Pacific Bank

(collectively with the Administrative Agent, the "Addressees")

Re: $475,000,000 Senior Mortgage Loan to Hudson Yards West Mortgage LLC — 450 West 34th Street, New York, New York 10001

C&H Matter No. 1031-00004

Ladies and Gentlemen:

We have acted as counsel to Metropolitan Transit Development Corp., a government instrumentality organized under the laws of the State of Illinois ("MTDC"), Hudson Yards West Mortgage LLC, a Delaware limited liability company (the "Mortgage Borrower"), and Hudson Yards West Mezzanine LLC, a Delaware limited liability company (the "Mezzanine Borrower" and, together with the Mortgage Borrower, the "Borrower Entities"), in connection with the $475,000,000 senior mortgage loan (the "Loan") made by the Lenders (as defined in the Loan Agreement referenced below) to the Mortgage Borrower, as evidenced and governed by the loan documents described herein (collectively, the "Loan Documents"). This opinion letter is delivered to you pursuant to Section 4.01(p) of the Loan Agreement (as defined below) as a condition precedent to the initial advance under the Loan on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

This opinion letter sets forth our opinions based upon our review of the documents, records, certificates, and other materials described in Sections I and II below, and subject to the assumptions set forth in Section III, the qualifications, limitations, and exceptions set forth in Section V, and the other matters set forth herein.

I. LOAN DOCUMENTS EXAMINED

In connection with the opinions expressed herein, we have examined executed counterparts or conformed copies of the following documents (collectively, the "Loan Documents"):

1. Senior Loan Agreement, dated as of June 15, 2025, among the Mortgage Borrower, as borrower, Ironclad National Bank, N.A., as Administrative Agent, and the Lenders party thereto from time to time (the "Loan Agreement");

2. Promissory Note, dated June 15, 2025, in the stated principal amount of $475,000,000, executed by the Mortgage Borrower and payable to the order of the Administrative Agent for the ratable benefit of the Lenders (the "Note");

3. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated June 15, 2025, made by the Mortgage Borrower, as mortgagor, in favor of the Administrative Agent, as mortgagee, for the benefit of the Lenders, encumbering the real property and improvements located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City of New York) (the "Property"), to be recorded in the Office of the City Register, New York County (the "Mortgage");

4. Assignment of Leases and Rents, dated June 15, 2025, executed by the Mortgage Borrower in favor of the Administrative Agent, for the benefit of the Lenders (the "Assignment of Leases");

5. Guaranty of Recourse Obligations, dated June 15, 2025, executed by MTDC in favor of the Administrative Agent, for the benefit of the Lenders (the "Guaranty");

6. Environmental Indemnity Agreement, dated June 15, 2025, executed by the Mortgage Borrower and MTDC in favor of the Administrative Agent, for the benefit of the Lenders (the "Environmental Indemnity");

7. Cash Management Agreement, dated June 15, 2025, among the Mortgage Borrower, the Administrative Agent, and Greaves Bancorp, as the Clearing Bank (the "Cash Management Agreement");

8. Pledge and Security Agreement (Mezzanine Pledge), dated June 15, 2025, executed by the Mezzanine Borrower in favor of the Administrative Agent, for the benefit of the Lenders, pledging one hundred percent (100%) of the membership interests in the Mortgage Borrower held by the Mezzanine Borrower (the "Pledge Agreement");

9. Subordination, Non-Disturbance, and Attornment Agreement (Ground Lease SNDA), dated June 15, 2025, among the Mortgage Borrower, the Administrative Agent, and NYC Economic Development Corporation, as ground lessor (the "Ground Lease SNDA");

10. Intercreditor Agreement, dated June 15, 2025, between the Administrative Agent and Granite Peak Capital Partners, LP, as mezzanine lender (the "Intercreditor Agreement");

11. UCC-1 Financing Statements to be filed with the Secretary of State of the State of Delaware naming the Mortgage Borrower as debtor and the Administrative Agent as secured party, and naming the Mezzanine Borrower as debtor and the Administrative Agent as secured party, and UCC-1 Financing Statements to be filed with the Office of the Clerk of New York County naming the Mortgage Borrower as debtor and the Administrative Agent as secured party (collectively, the "Financing Statements"); and

12. Such other ancillary documents, certificates, side letters, and agreements delivered at or prior to the Closing as listed on the Closing Checklist attached as Exhibit A to the Loan Agreement, including, without limitation, the borrower's closing certificate, the title affidavit, the gap indemnity, and the bring-down certificate, each dated as of the Closing Date.

II. OTHER DOCUMENTS AND RECORDS EXAMINED

In addition to the Loan Documents, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, and other materials:

1. Certificate of Formation of Hudson Yards West Mortgage LLC, as filed with the Secretary of State of the State of Delaware on March 8, 2024, together with all amendments thereto (if any), and the Limited Liability Company Agreement of Hudson Yards West Mortgage LLC, dated as of March 8, 2024, as amended and restated on January 15, 2025 (collectively, the "Mortgage Borrower LLC Agreement");

2. Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Secretary of State of the State of Delaware on March 8, 2024, together with all amendments thereto (if any), and the Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of March 8, 2024, as amended and restated on January 15, 2025 (collectively, the "Mezzanine Borrower LLC Agreement");

3. Certificate of good standing for the Mortgage Borrower issued by the Secretary of State of the State of Delaware, dated June 10, 2025;

4. Certificate of good standing for the Mezzanine Borrower issued by the Secretary of State of the State of Delaware, dated June 10, 2025;

5. Certificate of authority to transact business in the State of New York for the Mortgage Borrower, issued by the New York Department of State, together with a certificate of good standing from the New York Department of State, each dated on or about June 10, 2025;

6. Certificate of authority to transact business in the State of New York for the Mezzanine Borrower, issued by the New York Department of State, together with a certificate of good standing from the New York Department of State, each dated on or about June 10, 2025;

7. Authorizing resolutions of MTDC, acting in its capacity as the sole member of each Borrower Entity, adopted by the Board of Directors of MTDC on May 28, 2025, authorizing the Loan, the execution and delivery of the Loan Documents by each Borrower Entity, and the consummation of the transactions contemplated thereby;

8. Resolution of the Board of Directors of MTDC, duly adopted on May 28, 2025, and certified by Margaret Kowalski, Chair of the Board of Directors of MTDC, authorizing MTDC's execution and delivery of the Guaranty, the Environmental Indemnity, and related documents delivered in connection with the Loan, and consenting to the Loan and the transactions contemplated by the Loan Documents;

9. Officer's certificate of the Mortgage Borrower, dated June 15, 2025, signed by Tomas Reyes, as Vice President, certifying as to incumbency, organizational documents, the absence of dissolution or bankruptcy proceedings, and the truth and accuracy of the representations and warranties contained in the Loan Documents;

10. Officer's certificate of the Mezzanine Borrower, dated June 15, 2025, signed by Tomas Reyes, as Vice President, certifying as to incumbency, organizational documents, the absence of dissolution or bankruptcy proceedings, and the truth and accuracy of the representations and warranties contained in the Loan Documents;

11. Officer's certificate of MTDC, dated June 15, 2025, signed by Lydia Okafor, General Counsel, certifying as to incumbency, organizational documents, the absence of dissolution or bankruptcy proceedings, pending or threatened litigation, and the truth and accuracy of the representations and warranties contained in the Loan Documents;

12. Ground Lease, dated June 1, 2020, between NYC Economic Development Corporation, as ground lessor, and MTDC, as ground lessee (as subsequently assigned to the Mortgage Borrower), recorded in the Office of the City Register, New York County, as CRFN 2020000198762 (NYC ACRIS) (the "Ground Lease");

13. Uniform Land Use Review Procedure ("ULURP") approval (Application No. C 230415 ZSM), consisting of the New York City City Planning Commission approval dated September 12, 2023, and the New York City Council approval dated October 25, 2023, together with the related City Environmental Quality Review determination;

14. Title commitment issued by Sentinel Title & Escrow Company, Commitment No. STN-2025-MH-04178, dated May 22, 2025, including all schedule B exceptions noted therein (the "Title Commitment"); and

15. Such other documents, certificates, records, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein, including review of such publicly available records, searches, and other materials as we considered relevant.

III. ASSUMPTIONS

In rendering the opinions set forth in Section IV below, we have, with your consent and without independent investigation or verification, assumed the following:

1. Genuineness and authenticity. All documents submitted to us as originals are authentic and complete. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals thereof. All signatures on all documents are genuine. All documents that purport to have been sealed have in fact been properly sealed.

2. Capacity of natural persons. Each natural person executing any Loan Document or any document delivered in connection with the Loan has the legal capacity to do so.

3. Authority of Addressees. The Administrative Agent and each Lender (a) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization, (b) has the requisite corporate, limited liability company, trust, or other organizational power and authority to enter into, execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, and (c) has duly authorized, executed, and delivered each such Loan Document.

4. Enforceability against Addressees. Each Loan Document to which any Addressee is a party constitutes the legal, valid, and binding obligation of such Addressee, enforceable against such Addressee in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

5. Accuracy of certificates and representations. All factual certificates, statements, representations, and warranties made by the Borrower Entities and MTDC in the Loan Documents and in the officer's certificates and other certificates delivered at or prior to the Closing are true, correct, and complete in all material respects as of the date hereof. We have not undertaken any independent investigation to verify the accuracy or completeness of such representations and warranties.

6. Good faith and fair dealing. Each of the Addressees has acted in good faith and without notice of any defense against the enforcement of any rights created by, or arising under, the Loan Documents and has not engaged in any course of dealing or course of performance that would adversely affect the enforceability of the Loan Documents.

7. Filing and recording. The Mortgage will be duly recorded in the Office of the City Register, New York County, together with all required ancillary instruments and documents. The UCC-1 Financing Statements will be duly filed with the Secretary of State of the State of Delaware and the Office of the Clerk of New York County, as applicable. The Mortgage and the Financing Statements, upon such recording and filing, will be properly indexed in the appropriate records of the relevant filing offices.

8. Value. Reasonably equivalent value and fair consideration have been given by each of the Addressees in connection with the Loan and the transactions contemplated by the Loan Documents.

9. No fraud, duress, or mutual mistake. No party to any Loan Document or any other document examined by us has engaged in fraud, duress, undue influence, mistake, or other conduct that would render any such document void or voidable. The Loan Documents were entered into voluntarily by all parties thereto.

10. Compliance with anti-money laundering and sanctions laws. Each of the Borrower Entities and MTDC is, and at all relevant times has been, in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act (31 U.S.C. §§ 5311 et seq.), and all applicable economic sanctions laws, regulations, and executive orders administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, and the U.S. Department of Commerce. None of the Borrower Entities, MTDC, or any of their respective direct or indirect owners, officers, directors, or managers is a Specially Designated National or blocked Person within the meaning of the regulations administered by OFAC.

IV. OPINIONS

Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

4.1 Due Organization and Good Standing of Mortgage Borrower

Hudson Yards West Mortgage LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Mortgage Borrower has been duly organized in accordance with the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "DLLCA"), its Certificate of Formation has been duly filed with and accepted by the Secretary of State of the State of Delaware, and its Limited Liability Company Agreement has been duly adopted. The Mortgage Borrower is duly qualified and authorized to transact business as a foreign limited liability company in the State of New York, and holds a valid certificate of authority from the New York Department of State. Based upon our review of the good standing certificates referenced in Section II above, the Mortgage Borrower is in good standing in each such jurisdiction as of the dates of such certificates.

4.2 Due Organization and Good Standing of Mezzanine Borrower

Hudson Yards West Mezzanine LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Mezzanine Borrower has been duly organized in accordance with the provisions of the DLLCA, its Certificate of Formation has been duly filed with and accepted by the Secretary of State of the State of Delaware, and its Limited Liability Company Agreement has been duly adopted. The Mezzanine Borrower is duly qualified and authorized to transact business as a foreign limited liability company in the State of New York, and holds a valid certificate of authority from the New York Department of State. Based upon our review of the good standing certificates referenced in Section II above, the Mezzanine Borrower is in good standing in each such jurisdiction as of the dates of such certificates.

4.3 Due Organization and Good Standing of MTDC (as Guarantor)

Metropolitan Transit Development Corp. is a government instrumentality duly organized, validly existing, and in good standing under the laws of the State of Illinois pursuant to its enabling legislation. MTDC has the requisite power and authority under its enabling legislation and its organizational documents to own and operate its properties, to carry on its business as presently conducted, to guarantee the obligations of the Mortgage Borrower under the Loan Documents, and to execute, deliver, and perform its obligations under the Guaranty, the Environmental Indemnity, and the other Loan Documents to which it is a party. In rendering this opinion as to MTDC's due organization and authority under the laws of the State of Illinois, we have relied upon the opinion letter of Whitfield Albrecht & Co. LLP, Illinois counsel to MTDC, dated as of the Closing Date and delivered separately to the Addressees (the "Illinois Opinion"), a copy of which has been made available to us. We express no independent opinion as to the laws of the State of Illinois, and our opinion in this Section 4.3 is limited to the extent of such reliance.

4.4 Power and Authority

Each of the Mortgage Borrower, the Mezzanine Borrower, and MTDC has the requisite limited liability company power and authority (or, in the case of MTDC, the requisite corporate and governmental instrumentality power and authority) to:

(a) execute, deliver, and perform its respective obligations under each Loan Document to which it is a party;

(b) borrow the proceeds of the Loan in the principal amount of $475,000,000 (in the case of the Mortgage Borrower);

(c) pledge one hundred percent (100%) of the membership interests in the Mortgage Borrower to the Administrative Agent pursuant to the Pledge Agreement (in the case of the Mezzanine Borrower);

(d) grant the mortgages, security interests, liens, pledges, and assignments contemplated by the Mortgage, the Assignment of Leases, the Pledge Agreement, and the other Loan Documents; and

(e) consummate the transactions contemplated by the Loan Documents.

The Mortgage Borrower LLC Agreement, the Mezzanine Borrower LLC Agreement, and the enabling legislation and organizational documents of MTDC each contain provisions sufficient to authorize the foregoing actions.

4.5 Due Authorization

The execution, delivery, and performance of each Loan Document to which any Borrower Entity or MTDC is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company or corporate (or, as applicable, governmental instrumentality) action on the part of each such entity. Such authorization includes, without limitation:

(a) the resolutions of the Board of Directors of MTDC, duly adopted on May 28, 2025, and certified by Margaret Kowalski, Chair of the Board of Directors, authorizing MTDC to execute and deliver the Guaranty, the Environmental Indemnity, and each other Loan Document to which it is a party, and to consent to the Loan and all transactions contemplated by the Loan Documents; and

(b) the authorizing resolutions of MTDC, as the sole member of each Borrower Entity, adopted by the Board of Directors of MTDC on May 28, 2025, authorizing the execution and delivery of the Loan Documents by each Borrower Entity and the consummation of the transactions contemplated thereby.

No further consent, approval, authorization, or other action by any member, manager, director, officer, partner, shareholder, governmental authority, or other person or entity is required in connection with the execution, delivery, or performance of the Loan Documents by any Borrower Entity or MTDC, or the consummation of the transactions contemplated thereby, that has not been duly obtained.

4.6 Due Execution and Delivery

Each Loan Document to which a Borrower Entity or MTDC is a party has been duly executed and delivered by such Borrower Entity or MTDC, as the case may be, by the persons authorized to execute and deliver such documents on its behalf. In reaching this opinion, we have relied upon the incumbency certificates and officer's certificates delivered at the Closing as referenced in Section II above.

4.7 Enforceability. Each Loan Document to which a Borrower Entity or MTDC is a party constitutes the legal, valid, and binding obligation of such Borrower Entity or MTDC, as applicable, enforceable against such entity in accordance with its respective terms, subject to the Enforceability Qualifications set forth in Section V below. Without limiting the generality of the foregoing, the obligations of the Mortgage Borrower under the Loan Agreement and the Note, the obligations of the Mezzanine Borrower under the Pledge Agreement, and the obligations of MTDC under the Guaranty and the Environmental Indemnity are, in each case, legal, valid, and binding obligations of such entity, enforceable against such entity in accordance with their respective terms, subject to the Enforceability Qualifications.

4.8 No Conflicts — Organizational Documents

(a) violate, conflict with, result in a breach of, or constitute a default under (or an event that, with the giving of notice or the lapse of time or both, would constitute a default under) any provision of (i) the Certificate of Formation or the Limited Liability Company Agreement of the Mortgage Borrower, (ii) the Certificate of Formation or the Limited Liability Company Agreement of the Mezzanine Borrower, or (iii) the enabling legislation or organizational documents of MTDC; or

(b) result in the creation or imposition of any lien, charge, claim, security interest, or encumbrance on the assets or properties of any Borrower Entity or MTDC, other than the liens and security interests created by and expressly contemplated under the Loan Documents.

4.9 No Conflicts — Applicable Law

The execution, delivery, and performance by each Borrower Entity and MTDC of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not violate any law, statute, rule, regulation, order, judgment, writ, injunction, or decree of the State of New York, the State of Delaware, or the United States of America applicable to the Borrower Entities or MTDC of the type that, in our experience, are typically applicable to transactions of the type contemplated by the Loan Documents. In rendering this opinion, we do not purport to be experts in, and we express no opinion with respect to, those laws, statutes, and regulations referenced in Section 5.2 below as being outside the scope of this opinion letter.

4.10 No Consents or Approvals Required

No consent, approval, license, permit, order, authorization, registration, declaration, or filing with, or notice to, any court, governmental authority, or regulatory body under the laws of the State of New York, the State of Delaware, the State of Illinois, or the United States of America is required to have been obtained or made by any Borrower Entity or MTDC in connection with the execution, delivery, and performance of the Loan Documents or the consummation of the transactions contemplated thereby, except:

(a) the filing and recording of the Mortgage, the Assignment of Leases, and related instruments in the Office of the City Register, New York County;

(b) the filing of the UCC-1 Financing Statements with the Secretary of State of the State of Delaware and the Office of the Clerk of New York County;

(c) such consents, approvals, authorizations, and filings as have already been obtained or made and are in full force and effect on the date hereof; and

(d) such filings as may be required under applicable state securities or "blue sky" laws in connection with any future syndication, participation, or securitization of the Loan, which filings are not required to be made on or prior to the Closing Date.

4.11 Choice of Law

The Loan Documents provide that they shall be governed by, and construed in accordance with, the laws of the State of New York. Under the conflict-of-laws principles of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law (which provides that the parties to any contract, agreement, or undertaking involving not less than $250,000 may agree that the law of the State of New York shall govern their rights and duties, whether or not such contract bears a reasonable relation to the State of New York), the choice of New York law set forth in the Loan Documents would be given effect by a court sitting in the State of New York. The aggregate principal amount of the Loan ($475,000,000) exceeds the $250,000 threshold specified in Section 5-1401. We note, however, that the enforceability of such choice-of-law provisions may be subject to the application of overriding mandatory provisions of the law of another jurisdiction that has a materially greater interest in the determination of a particular issue, to the extent that the laws of such other jurisdiction cannot be varied by agreement of the parties.

4.12 Usury. The Loan, as documented in the Loan Documents, including the interest rates, default interest rates, late charges, and other charges set forth therein, will not violate the usury laws of the State of New York. In rendering this opinion, we have relied upon:

(a) the exemption from the usury laws of the State of New York provided by Section 5-501(6)(b) of the New York General Obligations Law and Section 14-a of the New York Banking Law, each of which is applicable to loans in a principal amount of $2,500,000 or more (the principal amount of the Loan being $475,000,000, which exceeds such threshold); and

(b) with respect to Ironclad National Bank, N.A., as a national banking association, the federal preemption of state usury limitations provided under Section 85 of the National Bank Act (12 U.S.C. § 85), which permits a national bank to charge interest at the rate allowed by the laws of the state in which it is located, or one percent in excess of the discount rate on ninety-day commercial paper in effect at the Federal Reserve bank in the Federal Reserve district where the bank is located, whichever is greater.

We express no opinion as to whether any provision of the Loan Documents that provides for the payment of amounts other than interest that might be characterized as interest for purposes of any applicable usury statute would, if so characterized, cause the effective rate of interest on the Loan to exceed the maximum rate permitted by applicable law. We note, however, that the Loan Documents contain a savings clause providing that, in no event shall the amount of interest charged or collected exceed the maximum amount permitted by applicable law, and any excess interest collected shall be applied to reduce the outstanding principal balance.

4.13 Non-Consolidation / Separateness

Based upon our review of (a) the organizational documents of each Borrower Entity, including the separateness provisions contained in the Mortgage Borrower LLC Agreement and the Mezzanine Borrower LLC Agreement, (b) the representations and warranties of the Borrower Entities and MTDC set forth in the Loan Documents concerning the separateness of the Borrower Entities from MTDC and each other, (c) the separateness covenants contained in the Loan Documents, including the covenants of each Borrower Entity to maintain its separate legal existence, observe limited liability company formalities, maintain separate books and records, maintain separate bank accounts, hold itself out to the public as an entity separate and apart from MTDC and its other affiliates, refrain from commingling its assets with those of any other entity, and pay its own expenses from its own funds, and (d) the independent director and special purpose entity provisions set forth in the organizational documents of each Borrower Entity, and assuming strict compliance at all times with the foregoing separateness covenants, organizational provisions, and representations, it is our reasoned opinion that a court applying the laws of the State of Delaware (including the DLLCA and applicable Delaware case law regarding veil-piercing and entity disregard) or the State of New York (including applicable New York case law regarding the disregard of the corporate or limited liability company form), in a properly presented and fully briefed case, would not disregard the separate legal existence of the Mortgage Borrower or the Mezzanine Borrower or order the substantive consolidation of the assets and liabilities of either Borrower Entity with those of MTDC or any other affiliate in a proceeding under Title 11 of the United States Code (the "Bankruptcy Code").

In rendering this opinion, we have considered the multi-factor tests applied by courts in determining whether to pierce the veil of a limited liability company or to substantively consolidate affiliated entities under the Bankruptcy Code, including the factors identified in relevant precedent such as In re Owens Ashgrove Partners LLC, 419 F.3d 195 (3d Cir. 2005), In re Augie/Restivo Baking Co., Ltd., 860 F.2d 515 (2d Cir. 1988), and Delaware case law analyzing entity separateness under the DLLCA and analogous corporate veil-piercing standards. We note, however, that this opinion is inherently subject to significant uncertainties. The question of whether a court would order substantive consolidation or disregard the separate existence of an entity is a fact-intensive inquiry that depends upon the totality of the circumstances existing at the time such a determination is sought. This is a reasoned opinion and does not constitute a guarantee of the result of any particular case. We can give no assurance that a court, considering the facts and circumstances before it, would not reach a different conclusion.

4.14 Security Interest — Personal Property / UCC Matters

The Loan Agreement, the Pledge Agreement, and the other Loan Documents that purport to create security interests in personal property, together with the UCC-1 Financing Statements, when duly filed with the Secretary of State of the State of Delaware and the Office of the Clerk of New York County, as applicable, will create and perfect (or, upon such filing, will perfect) valid and enforceable security interests under Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC") and under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the "DE UCC"), as applicable, in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the personal property collateral described in the Loan Documents, the Pledge Agreement, and the Financing Statements, to the extent that a security interest in such collateral may be created and perfected under Article 9 of the NY UCC or the DE UCC, as applicable. Such security interests include, without limitation, the security interest in one hundred percent (100%) of the membership interests in the Mortgage Borrower pledged by the Mezzanine Borrower pursuant to the Pledge Agreement.

The priority of such security interests will be determined in accordance with the applicable provisions of the NY UCC and the DE UCC, and such security interests will be subject to the following standard exceptions and qualifications:

(a) purchase-money security interests that may have priority under Sections 9-324 of the NY UCC or the DE UCC, as applicable;

(b) liens arising by operation of law, including statutory liens (such as mechanics' liens, tax liens, and landlord's liens) that may have priority under applicable state or federal law;

(c) the rights of buyers in the ordinary course of business under Section 9-320(a) of the NY UCC or the DE UCC, as applicable;

(d) the rights of holders in due course, holders to whom negotiable documents of title have been duly negotiated, and similar bona fide purchasers; and

(e) any other exceptions to perfection or priority expressly set forth in Article 9 of the NY UCC or the DE UCC, as applicable.

We express no opinion as to the creation or perfection of any security interest in any collateral to the extent that such collateral consists of (i) real property or fixtures (the perfection of which is addressed by recording of the Mortgage), (ii) letter-of-credit rights (other than supporting obligations), (iii) commercial tort claims, (iv) deposit accounts (other than as proceeds of other collateral), or (v) any property of a type not subject to Article 9 of the NY UCC or the DE UCC.

4.15 Investment Company Act

Based upon our examination of the organizational documents of each Borrower Entity and the nature of the assets held and activities conducted by each Borrower Entity as described in the Loan Documents and the officer's certificates delivered at Closing, neither the Mortgage Borrower nor the Mezzanine Borrower is, or upon consummation of the transactions contemplated by the Loan Documents will be, required to be registered as an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"). In rendering this opinion, we have assumed that each Borrower Entity will continue to conduct its business and hold its assets in the manner described in the Loan Documents and the organizational documents of such Borrower Entity. We express no opinion as to whether any change in the business or assets of either Borrower Entity after the date hereof might require registration under the 1940 Act.

4.16 No Litigation

Based solely upon (a) the officer's certificates of the Mortgage Borrower, the Mezzanine Borrower, and MTDC delivered at the Closing, (b) our inquiry of Lydia Okafor, General Counsel of MTDC, made on or about June 12, 2025, and (c) our inquiry of Connor McBride, Project Director, made on or about June 12, 2025, and without having conducted any independent investigation, court docket searches, or other inquiry beyond the foregoing, we are not aware of any pending or, to our knowledge, threatened action, suit, proceeding, arbitration, or investigation before any court, governmental authority, administrative agency, or arbitral tribunal that would, individually or in the aggregate, reasonably be expected to materially and adversely affect (i) the ability of any Borrower Entity or MTDC to perform its obligations under the Loan Documents, (ii) the validity or enforceability of any Loan Document, (iii) the lien of the Mortgage or the security interests created by the other Loan Documents, or (iv) the Property.

V. QUALIFICATIONS, LIMITATIONS, AND EXCEPTIONS

The opinions expressed in Section IV above are subject to the following qualifications, limitations, and exceptions:

5.1 Enforceability Qualifications

The enforceability opinion set forth in Section 4.7 above (and, to the extent applicable, the other opinions expressed herein) is subject to and limited by:

(a) Bankruptcy and insolvency laws. Applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, and other similar laws now or hereafter in effect affecting or relating to creditors' rights and remedies generally, including, without limitation, Title 11 of the United States Code (the "Bankruptcy Code"), and applicable provisions of state law relating to preferential transfers, equitable subordination, and the avoidance of liens and security interests.

(b) General principles of equity. General principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, the requirement that a remedy be exercised in a commercially reasonable manner, the possible unavailability of specific performance or injunctive relief, the discretion of the court before which a proceeding is brought with respect to the granting of equitable remedies, and the application of equitable defenses including laches, waiver, and estoppel.

(c) Waivers, indemnification, and exculpation. The possible unenforceability, in whole or in part, of certain provisions of the Loan Documents relating to (i) waivers of rights (including, without limitation, waivers of the right to a jury trial, waivers of the right to assert counterclaims, waivers of rights under anti-deficiency statutes, waivers of the benefit of marshaling, and waivers of stays, extensions, or other protections under applicable law), (ii) indemnification, contribution, or hold-harmless obligations to the extent such provisions purport to require indemnification or contribution for losses arising from the gross negligence, willful misconduct, or fraud of the indemnified party, or to the extent such provisions are found to violate public policy, and (iii) exculpation, limitation of liability, or release provisions to the extent held by a court to be unconscionable, contrary to public policy, or otherwise unenforceable.

(d) Extrinsic evidence. The possible effect of judicial decisions that may permit the introduction of extrinsic evidence to interpret, explain, supplement, or vary the terms of a written agreement, notwithstanding the presence of an integration or merger clause, including under principles recognized in New York law.

5.2 Limitations on Scope

The opinions expressed herein are subject to the following limitations on scope:

(a) Jurisdictional limitations. The opinions expressed herein are limited to the laws of the State of New York (including the rules, regulations, and judicial and administrative interpretations thereunder), the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and other provisions of the laws of the State of Delaware applicable to the formation and governance of limited liability companies, and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction. With respect to the laws of the State of Illinois, we express no independent opinion, and our opinions as to MTDC's due organization and authority under its enabling legislation are rendered solely in reliance upon the Illinois Opinion delivered by Whitfield Albrecht & Co. LLP, as referenced in Section 4.3 above.

(b) Tax matters. We express no opinion with respect to any federal, state, local, or foreign tax matters, including, without limitation, matters relating to the characterization of the Loan for tax purposes, the tax status of any Borrower Entity or MTDC, real estate investment trust ("REIT") qualification, real estate mortgage investment conduit ("REMIC") matters, tax-exempt bond financing matters, transfer taxes, mortgage recording taxes (except to the extent the Mortgage has been presented for recording with the appropriate tax payment), or the tax consequences of the transactions contemplated by the Loan Documents.

(c) Environmental, ERISA, labor, and zoning matters. We express no opinion with respect to (i) compliance with or liability under any federal, state, or local environmental laws, rules, or regulations (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, and any analogous state statutes), (ii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended, (iii) any federal, state, or local labor or employment laws, rules, or regulations, or (iv) compliance with any zoning, land use, building code, or similar laws, ordinances, rules, or regulations applicable to the Property or the transactions contemplated by the Loan Documents. With respect to zoning and land use matters, we note that the Addressees are receiving a separate zoning opinion letter from Hargrove & Linden, P.C. (Raymond Cho, Esq.), dated as of or about the Closing Date, and we express no opinion as to the matters addressed therein.

(d) Fairness of consideration and financial condition. We express no opinion as to the fairness of the consideration received or to be received by any party in connection with the Loan or the transactions contemplated by the Loan Documents, the solvency or financial condition of any Borrower Entity, MTDC, or any other person or entity, or the adequacy of the Loan proceeds for any particular purpose.

(e) Title and priority matters. We express no opinion as to (i) the title to, or the condition of title to, the Property or any other real or personal property of the Borrower Entities or MTDC, (ii) title insurance matters, (iii) the priority of the lien of the Mortgage or any other lien or encumbrance on the Property, or (iv) the accuracy or completeness of any survey or title commitment. With respect to such matters, the Addressees are relying upon the Title Commitment issued by Sentinel Title & Escrow Company, Commitment No. STN-2025-MH-04178, and we express no opinion thereon.

(f) Ground Lease enforceability. We express no opinion as to the enforceability, validity, or effectiveness of the Ground Lease, the rights or obligations of the ground lessor (NYC Economic Development Corporation) thereunder, or the effect of the Ground Lease on the interests of the Addressees in the Property. Our opinions are rendered on the assumption that the Ground Lease is in full force and effect and that the Mortgage Borrower holds a valid leasehold interest in the Property pursuant thereto.

(g) Securities laws. We express no opinion as to compliance with any state or federal securities laws or regulations in connection with any syndication, participation, securitization, sale, transfer, or other disposition of the Loan, any interests therein, or any securities backed by or related to the Loan.

(h) No obligation to update. The opinions expressed herein are rendered solely as of the date hereof, and we assume no obligation to advise any Addressee or any other person or entity of any change in applicable law, or any change in fact or circumstance, that may come to our attention after the date hereof, even though such change may affect the legal analysis or conclusions set forth herein. We expressly disclaim any obligation to update or supplement this opinion letter for any reason.

5.3 Specific Qualifications

The opinions expressed herein are further subject to the following specific qualifications:

(a) Remedies provisions. Certain remedial and enforcement provisions contained in the Loan Documents, including, without limitation, provisions relating to (i) liquidated damages, (ii) penalty interest or default interest, (iii) late charges, (iv) prepayment premiums, yield maintenance payments, or similar charges, (v) acceleration of indebtedness, (vi) the appointment of a receiver, (vii) the exercise of power-of-sale remedies, (viii) the waiver of rights of redemption, and (ix) attorneys' fees, may be limited or rendered unenforceable, in whole or in part, under applicable law, including judicial doctrines relating to penalties, forfeitures, and unconscionability. However, in our opinion, the inclusion of such provisions does not render the Loan Documents invalid as a whole, and the Loan Documents, taken as a whole, contain adequate provisions for the practical realization of the principal rights and benefits intended to be afforded thereby (subject to the other qualifications, limitations, and exceptions set forth in this Section V).

(b) After-acquired property. The opinions as to the perfection of security interests set forth in Section 4.14 above do not extend to after-acquired property to the extent that applicable law (including, without limitation, the Bankruptcy Code) imposes restrictions on the attachment, perfection, or priority of security interests in property acquired by a debtor after the commencement of a case under the Bankruptcy Code.

(c) Non-consolidation opinion. The opinion set forth in Section 4.13 above is a reasoned opinion based upon the applicable legal standards as we understand them to exist on the date hereof and does not constitute a guarantee of the outcome of any particular case. As noted in Section 4.13, the question of whether a court would order substantive consolidation or disregard the separate legal existence of an entity is inherently a fact-intensive inquiry, and the outcome may depend upon facts and circumstances that may differ from those assumed herein or that may change after the date hereof. We can give no assurance that a court presented with such a question would reach the conclusion expressed in our opinion.

VI. RELIANCE AND BENEFIT

This opinion letter is furnished to the Addressees solely for their benefit and the benefit of their respective successors and permitted assigns (including, without limitation, any participant in, assignee or transferee of, or purchaser of any interest in the Loan, whether by assignment, participation, sub-participation, or otherwise, and any trustee, servicer, special servicer, directing certificateholder, operating advisor, or other party acting in connection with any securitization, sale, or other disposition of the Loan or securities backed by or related to the Loan, and any nationally recognized statistical rating organization or other rating agency rating securities backed by or related to the Loan) in connection with the Loan and the transactions contemplated by the Loan Documents, and may not be relied upon by any other person or entity or for any other purpose without the prior written consent of Calderwood & Harkness LLP. Notwithstanding the foregoing, this opinion letter may be relied upon by any successor Administrative Agent appointed under the Loan Agreement without the need for any further consent from Calderwood & Harkness LLP.

We hereby confirm that Clearfield & Associates LLP, as counsel to the Administrative Agent, may rely on this opinion letter for purposes of rendering its own opinion letter delivered to the Addressees on or about the Closing Date in connection with the Loan.

This opinion letter is rendered solely for the purposes described herein, and no opinion is implied or may be inferred beyond the opinions expressly stated herein. The opinions expressed herein are based upon the law in effect and the facts known to us on the date hereof, and we assume no obligation to revise or supplement this opinion letter should such law be changed by legislative action, judicial decision, or otherwise, or should additional facts come to our attention, after the date hereof.

Very truly yours,