CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 556-8000 Facsimile: (212) 556-8001 www.calderwoodharkness.com

April 15, 2025

C&H Matter No. 1031-00004

Mr. Kenneth Pryor Managing Director, Real Estate Finance Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172

Ms. Diane Castellano Managing Partner Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019

Re: Zoning Compliance Opinion — Hudson Yards West Mixed-Use Development Project; 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, 15, Borough of Manhattan); Senior Mortgage Loan ($475,000,000) and Mezzanine Loan ($200,000,000)

Dear Mr. Pryor and Ms. Castellano:

We are counsel to Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), in connection with, among other matters, the proposed senior mortgage financing in the principal amount of $475,000,000 by Ironclad National Bank, N.A. ("Ironclad"), in its capacity as administrative agent (the "Agent") for the benefit of itself and the co-lenders identified in the Senior Loan Agreement (as defined below), and the mezzanine financing in the principal amount of $200,000,000 by Granite Peak Capital Partners, LP ("Granite Peak"), of the mixed-use development project known as "Hudson Yards West" to be constructed and operated at 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, on the Tax Map of the City of New York (the "Project Site," and the development thereon, the "Project"). As used herein, the "Senior Loan Agreement" refers to that certain Senior Mortgage Loan Agreement dated as of the date hereof by and among MTDC, as borrower, Ironclad, as Agent, and the co-lenders party thereto, and the "Mezzanine Loan Agreement" refers to that certain Mezzanine Loan Agreement dated as of the date hereof by and between MTDC, as borrower, and Granite Peak, as lender. The Senior Loan Agreement and the Mezzanine Loan Agreement are collectively referred to herein as the "Loan Agreements."

The purpose of this letter is to transmit to each of you the enclosed zoning compliance opinion letter described below, which has been prepared in satisfaction of the conditions precedent to closing set forth in the Loan Agreements relating to zoning and land use compliance for the Project.

Enclosed Opinion

Enclosed herewith please find the Zoning and Land Use Compliance Opinion Letter dated April 15, 2025 (the "Zoning Opinion"), prepared by Hargrove & Linden, P.C., a professional corporation organized under the laws of the State of New York with offices at 14 Wall Street, 22nd Floor, New York, New York 10005. The Zoning Opinion was authored by Raymond Cho, a partner of Hargrove & Linden, P.C. and is addressed jointly to Ironclad, in its capacity as Agent, and to Granite Peak, in its capacity as Mezzanine Lender. Hargrove & Linden, P.C. has been engaged by MTDC as special New York City zoning and land use counsel in connection with the Project, and the firm possesses substantial experience in the zoning and land use regulatory framework applicable to major development projects within the City of New York, including projects located within the Hudson Yards Special District and other special purpose districts established under the New York City Zoning Resolution.

Summary of Principal Conclusions of the Zoning Opinion

While this firm is transmitting — and not independently rendering — the Zoning Opinion, we believe it may be helpful to summarize for the convenience of the addressees and their respective counsel the principal conclusions set forth therein. We note that this summary is provided solely as a convenience and is qualified in its entirety by reference to the full text of the Zoning Opinion, including all qualifications, assumptions, and limitations contained therein. The principal conclusions of the Zoning Opinion are as follows:

1. Zoning District Classification. The Project Site is located within the Hudson Yards Special District (the "Special District"), as established under Article IX, Chapter 3 of the New York City Zoning Resolution (the "ZR"). More specifically, the Project Site falls within Subdistrict A of the Special District, and carries an underlying zoning designation of C6-4. The Zoning Opinion confirms that this district classification is reflected on the most current Zoning Map of the City of New York (Zoning Map No. 8d, as last amended effective November 15, 2024) and that no pending amendments to such classification affecting the Project Site have been identified by the NYC Department of City Planning.

2. Floor Area Ratio (FAR). The maximum permitted floor area ratio for the Project Site under the applicable zoning regulations, including the special FAR provisions set forth in Section 93-22 of the ZR for properties within the Special District, is 18.0. The Zoning Opinion states that the Project, as currently designed and as reflected in the approved plans and drawings reviewed by Hargrove & Linden, P.C., has been designed to a floor area ratio of approximately 17.6, which falls within the maximum permitted floor area envelope. The Zoning Opinion further notes that MTDC has acquired development rights sufficient to support this FAR through a combination of as-of-right floor area and transferred development rights pursuant to Section 93-32 of the ZR, and that documentation evidencing such transfers has been reviewed and found to be in order.

3. Permitted Uses. The Project's proposed uses — which include commercial office space (Use Group 6B), ground-floor and below-grade retail space (Use Groups 6A and 6C), residential rental units (Use Group 2), transit infrastructure improvements and related public access areas, and accessory parking — are each permitted as-of-right or by special permit within the C6-4 zoning district and under the regulations applicable to the Hudson Yards Special District as set forth in Article IX, Chapter 3 of the ZR. The Zoning Opinion specifically addresses each proposed use and confirms that the combination of uses within the Project does not give rise to any non-compliance with the applicable use regulations, including the mixed-use provisions of the Special District.

4. ULURP Approvals. The Project required certain land use approvals through the Uniform Land Use Review Procedure ("ULURP") pursuant to Sections 197-c and 197-d of the New York City Charter. The applicable ULURP application (Application No. C 230415 ZSM), which encompassed a special permit pursuant to Section 93-565 of the ZR for the transit infrastructure components and certain modifications to bulk regulations, received approval from the New York City Planning Commission (the "CPC") on September 12, 2023 (Calendar No. 15, CPC Resolution No. N 230415 ZSM) and was subsequently approved by the New York City Council on October 25, 2023 (Resolution No. 1847-2023). The Zoning Opinion confirms that these approvals remain in full force and effect as of the date thereof, that all conditions precedent to the effectiveness of such approvals have been satisfied or are not yet required to be satisfied, and that no appeal, Article 78 proceeding, or other legal challenge to any such approval is pending before any court or administrative body or, to the knowledge of Hargrove & Linden, P.C. (based upon inquiry of the NYC Law Department and review of court records), threatened.

5. Bulk, Height, and Dimensional Compliance. The Project, as designed and as set forth in the approved plans and drawings reviewed by Hargrove & Linden, P.C. (which plans and drawings are identified in Exhibit A to the Zoning Opinion), complies in all material respects with all applicable bulk, height, setback, lot coverage, use group, accessory use, signage, and parking regulations under the ZR, including but not limited to the provisions of Article IX, Chapter 3, Article III, Chapter 3 (bulk regulations for commercial districts), and Article III, Chapter 5 (accessory off-street parking and loading regulations). The Zoning Opinion specifically addresses the Project's compliance with the street wall, setback, and tower coverage requirements applicable within the Special District and confirms that the Project as designed satisfies each such requirement.

6. Ground Lease Consistency. The ground lease (the "Ground Lease") entered into between the New York City Economic Development Corporation ("NYCEDC") and MTDC, dated as of June 1, 2020 and recorded in the Office of the City Register, New York County, at City Register File Number ("CRFN") 2020000198762, as reflected in records maintained in the Automated City Register Information System ("ACRIS"), does not impose use restrictions, development limitations, or other conditions that are inconsistent with or more restrictive than the zoning approvals applicable to the Project. The Zoning Opinion notes that Hargrove & Linden, P.C. has reviewed the Ground Lease in its entirety and has confirmed that the permitted uses and development parameters set forth therein are coextensive with, or broader than, those permitted under the applicable zoning regulations and ULURP approvals.

Reliance and Authorization

Hargrove & Linden, P.C. has expressly authorized each addressee to rely upon the Zoning Opinion in connection with their respective financings of the Project. Specifically, Ironclad is authorized to rely upon the Zoning Opinion in its capacity as Agent for the benefit of itself and the following co-lenders under the Senior Loan Agreement: Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with Ironclad, the "Senior Lenders"). Granite Peak is separately authorized to rely upon the Zoning Opinion in its capacity as Mezzanine Lender under the Mezzanine Loan Agreement.

In addition, the Zoning Opinion expressly provides that it may be relied upon by the successors and assigns of the addressees, including any participant in, or assignee or transferee of, the Senior Loan or the Mezzanine Loan or any interest therein, provided that such reliance is in connection with the respective loans and the Project. The Zoning Opinion further provides that Sentinel Title & Escrow Company ("Sentinel Title") is authorized to rely upon the Zoning Opinion in connection with the issuance of zoning endorsements (ALTA 3.1 and ALTA 3.2, or their New York equivalents) to the lender's title insurance policies to be issued pursuant to Title Commitment No. STN-2025-MH-04178 in favor of the Senior Lenders and Granite Peak, respectively. Sentinel Title has been provided with a copy of this transmittal letter and the enclosed Zoning Opinion.

Qualifications and Limitations

The Zoning Opinion is subject to certain qualifications, assumptions, and limitations as set forth therein, which we summarize below for the convenience of the addressees. Again, this summary is not exhaustive, and each addressee and its counsel should review the Zoning Opinion in its entirety for a complete understanding of all applicable qualifications and limitations:

(a) Effective Date. The Zoning Opinion is rendered as of April 15, 2025, and speaks only to the laws, regulations, rules, and governmental approvals in effect as of that date. Hargrove & Linden, P.C. assumes no obligation to update or supplement the Zoning Opinion to reflect any changes in law, regulation, or fact occurring after such date, nor to advise any party of any subsequent developments that may affect the conclusions expressed therein.

(b) Governmental Certificates. In rendering the Zoning Opinion, Hargrove & Linden, P.C. has relied, in part, upon certificates, letters, and written confirmations issued by the New York City Department of Buildings (including a Certificate of Zoning Compliance dated March 28, 2025), the New York City Department of City Planning (including a letter dated April 2, 2025 confirming the status of ULURP approvals), and the New York City Board of Standards and Appeals (including a letter dated April 4, 2025 confirming that no variances or special permits issued by the BSA are applicable to the Project Site). Copies of each of these governmental certificates are appended to the Zoning Opinion as Exhibit B. Hargrove & Linden, P.C. has assumed the accuracy and completeness of the information contained in such certificates and has not independently verified such information.

(c) Conformance with Approved Plans. The Zoning Opinion assumes that the Project will be constructed in substantial conformance with the architectural plans, drawings, and specifications reviewed by Hargrove & Linden, P.C. in connection with the preparation of the Zoning Opinion, as identified in Exhibit A thereto (the "Reviewed Plans"). The Zoning Opinion does not cover or address any future modifications, amendments, or revisions to the Reviewed Plans, and Hargrove & Linden, P.C. has noted that any material change to the Project's design could require a new or supplemental zoning analysis.

(d) Scope Limitations. The Zoning Opinion addresses exclusively the Project's compliance with the New York City Zoning Resolution and the ULURP approvals applicable thereto. The Zoning Opinion does not address, and no conclusions should be drawn therefrom with respect to, the Project's compliance with the New York City Building Code, the New York City Fire Code, the New York City Energy Conservation Code, any environmental laws or regulations (including, without limitation, the National Environmental Policy Act, the State Environmental Quality Review Act, or the City Environmental Quality Review), any landmark or historic preservation requirements (none of which are applicable to the Project Site, as confirmed by the New York City Landmarks Preservation Commission in a letter dated February 10, 2025), or any federal or state laws, regulations, or requirements other than and beyond the New York City Zoning Resolution. The Zoning Opinion also does not address tax lot or subdivision compliance, or any matters relating to building permits, certificates of occupancy, or other construction-related approvals.

Each addressee and its respective counsel are strongly urged to review the Zoning Opinion in its entirety, including all qualifications, assumptions, and limitations stated therein, prior to relying upon the conclusions expressed in the Zoning Opinion.

Calderwood & Harkness's Independent Confirmation

Based upon this firm's independent review of the ULURP approvals (including CPC Resolution No. N 230415 ZSM and City Council Resolution No. 1847-2023), the Ground Lease (CRFN 2020000198762), and the applicable zoning maps and text of the New York City Zoning Resolution (including Article IX, Chapter 3 and the provisions applicable to the C6-4 zoning district), we have no reason to believe that any of the conclusions set forth in the Zoning Opinion are incorrect in any material respect. We note, however, and wish to make clear, that the foregoing statement does not constitute a separate or independent zoning opinion by Calderwood & Harkness LLP, and no addressee or other party should construe it as such. For all purposes related to zoning and land use compliance in connection with the Project, the addressees and their respective successors and assigns should rely solely upon the Zoning Opinion rendered by Hargrove & Linden, P.C.

Availability for Discussion

Should you or your counsel wish to discuss the Zoning Opinion, any of the matters summarized herein, or any related zoning and land use matters in connection with the Project, please do not hesitate to contact either of the undersigned attorneys at your convenience:

Douglas Fairchild, Partner Direct: (212) 556-8147

Email: dfairchild@calderwoodharkness.com

Grace Nakamura, Senior Associate Direct: (212) 556-8293

Email: gnakamura@calderwoodharkness.com

We are grateful for the opportunity to serve as counsel in connection with this transaction and look forward to working with each of you through closing and beyond.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild Partner

Enclosure:

Zoning and Land Use Compliance Opinion Letter dated April 15, 2025, from Hargrove & Linden, P.C. (with Exhibit A — List of Reviewed Plans and Drawings; Exhibit B — Appended Governmental Certificates from the NYC Department of Buildings, NYC Department of City Planning, and NYC Board of Standards and Appeals)

cc (w/encl.):

David Harrington, Executive Director, Metropolitan Transit Development Corp. Lydia Okafor, General Counsel, Metropolitan Transit Development Corp. Marcus Jennings, Vice President, Real Estate Development, Metropolitan Transit Development Corp. Connor McBride, Project Director, Hudson Yards West, Metropolitan Transit Development Corp. Harrison Whitmore, Esq., Clearfield & Associates LLP Natasha Ivanovic, Esq., Voss Richter & Baines LLP Raymond Cho, Esq., Hargrove & Linden, P.C. Patricia Eng, Sentinel Title & Escrow Company

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 556-8000 Facsimile: (212) 556-8001 www.calderwoodharkness.com
April 15, 2025
C&H Matter No. 1031-00004
Mr. Kenneth Pryor Managing Director, Real Estate Finance Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172
Ms. Diane Castellano Managing Partner Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019
Re: Zoning Compliance Opinion — Hudson Yards West Mixed-Use Development Project; 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, 15, Borough of Manhattan); Senior Mortgage Loan ($475,000,000) and Mezzanine Loan ($200,000,000)
Dear Mr. Pryor and Ms. Castellano:
We are counsel to Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), in connection with, among other matters, the proposed senior mortgage financing in the principal amount of $475,000,000 by Ironclad National Bank, N.A. ("Ironclad"), in its capacity as administrative agent (the "Agent") for the benefit of itself and the co-lenders identified in the Senior Loan Agreement (as defined below), and the mezzanine financing in the principal amount of $200,000,000 by Granite Peak Capital Partners, LP ("Granite Peak"), of the mixed-use development project known as "Hudson Yards West" to be constructed and operated at 450 West 34th Street, New York, New York 10001, designated as Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, on the Tax Map of the City of New York (the "Project Site," and the development thereon, the "Project"). As used herein, the "Senior Loan Agreement" refers to that certain Senior Mortgage Loan Agreement dated as of the date hereof by and among MTDC, as borrower, Ironclad, as Agent, and the co-lenders party thereto, and the "Mezzanine Loan Agreement" refers to that certain Mezzanine Loan Agreement dated as of the date hereof by and between MTDC, as borrower, and Granite Peak, as lender. The Senior Loan Agreement and the Mezzanine Loan Agreement are collectively referred to herein as the "Loan Agreements."
The purpose of this letter is to transmit to each of you the enclosed zoning compliance opinion letter described below, which has been prepared in satisfaction of the conditions precedent to closing set forth in the Loan Agreements relating to zoning and land use compliance for the Project.
Enclosed Opinion
Enclosed herewith please find the Zoning and Land Use Compliance Opinion Letter dated April 15, 2025 (the "Zoning Opinion"), prepared by Hargrove & Linden, P.C., a professional corporation organized under the laws of the State of New York with offices at 14 Wall Street, 22nd Floor, New York, New York 10005. The Zoning Opinion was authored by Raymond Cho, a partner of Hargrove & Linden, P.C. and is addressed jointly to Ironclad, in its capacity as Agent, and to Granite Peak, in its capacity as Mezzanine Lender. Hargrove & Linden, P.C. has been engaged by MTDC as special New York City zoning and land use counsel in connection with the Project, and the firm possesses substantial experience in the zoning and land use regulatory framework applicable to major development projects within the City of New York, including projects located within the Hudson Yards Special District and other special purpose districts established under the New York City Zoning Resolution.
Summary of Principal Conclusions of the Zoning Opinion
While this firm is transmitting — and not independently rendering — the Zoning Opinion, we believe it may be helpful to summarize for the convenience of the addressees and their respective counsel the principal conclusions set forth therein. We note that this summary is provided solely as a convenience and is qualified in its entirety by reference to the full text of the Zoning Opinion, including all qualifications, assumptions, and limitations contained therein. The principal conclusions of the Zoning Opinion are as follows:
1. Zoning District Classification. The Project Site is located within the Hudson Yards Special District (the "Special District"), as established under Article IX, Chapter 3 of the New York City Zoning Resolution (the "ZR"). More specifically, the Project Site falls within Subdistrict A of the Special District, and carries an underlying zoning designation of C6-4. The Zoning Opinion confirms that this district classification is reflected on the most current Zoning Map of the City of New York (Zoning Map No. 8d, as last amended effective November 15, 2024) and that no pending amendments to such classification affecting the Project Site have been identified by the NYC Department of City Planning.
2. Floor Area Ratio (FAR). The maximum permitted floor area ratio for the Project Site under the applicable zoning regulations, including the special FAR provisions set forth in Section 93-22 of the ZR for properties within the Special District, is 18.0. The Zoning Opinion states that the Project, as currently designed and as reflected in the approved plans and drawings reviewed by Hargrove & Linden, P.C., has been designed to a floor area ratio of approximately 17.6, which falls within the maximum permitted floor area envelope. The Zoning Opinion further notes that MTDC has acquired development rights sufficient to support this FAR through a combination of as-of-right floor area and transferred development rights pursuant to Section 93-32 of the ZR, and that documentation evidencing such transfers has been reviewed and found to be in order.
3. Permitted Uses. The Project's proposed uses — which include commercial office space (Use Group 6B), ground-floor and below-grade retail space (Use Groups 6A and 6C), residential rental units (Use Group 2), transit infrastructure improvements and related public access areas, and accessory parking — are each permitted as-of-right or by special permit within the C6-4 zoning district and under the regulations applicable to the Hudson Yards Special District as set forth in Article IX, Chapter 3 of the ZR. The Zoning Opinion specifically addresses each proposed use and confirms that the combination of uses within the Project does not give rise to any non-compliance with the applicable use regulations, including the mixed-use provisions of the Special District.
4. ULURP Approvals. The Project required certain land use approvals through the Uniform Land Use Review Procedure ("ULURP") pursuant to Sections 197-c and 197-d of the New York City Charter. The applicable ULURP application (Application No. C 230415 ZSM), which encompassed a special permit pursuant to Section 93-565 of the ZR for the transit infrastructure components and certain modifications to bulk regulations, received approval from the New York City Planning Commission (the "CPC") on September 12, 2023 (Calendar No. 15, CPC Resolution No. N 230415 ZSM) and was subsequently approved by the New York City Council on October 25, 2023 (Resolution No. 1847-2023). The Zoning Opinion confirms that these approvals remain in full force and effect as of the date thereof, that all conditions precedent to the effectiveness of such approvals have been satisfied or are not yet required to be satisfied, and that no appeal, Article 78 proceeding, or other legal challenge to any such approval is pending before any court or administrative body or, to the knowledge of Hargrove & Linden, P.C. (based upon inquiry of the NYC Law Department and review of court records), threatened.
5. Bulk, Height, and Dimensional Compliance. The Project, as designed and as set forth in the approved plans and drawings reviewed by Hargrove & Linden, P.C. (which plans and drawings are identified in Exhibit A to the Zoning Opinion), complies in all material respects with all applicable bulk, height, setback, lot coverage, use group, accessory use, signage, and parking regulations under the ZR, including but not limited to the provisions of Article IX, Chapter 3, Article III, Chapter 3 (bulk regulations for commercial districts), and Article III, Chapter 5 (accessory off-street parking and loading regulations). The Zoning Opinion specifically addresses the Project's compliance with the street wall, setback, and tower coverage requirements applicable within the Special District and confirms that the Project as designed satisfies each such requirement.
6. Ground Lease Consistency. The ground lease (the "Ground Lease") entered into between the New York City Economic Development Corporation ("NYCEDC") and MTDC, dated as of June 1, 2020 and recorded in the Office of the City Register, New York County, at City Register File Number ("CRFN") 2020000198762, as reflected in records maintained in the Automated City Register Information System ("ACRIS"), does not impose use restrictions, development limitations, or other conditions that are inconsistent with or more restrictive than the zoning approvals applicable to the Project. The Zoning Opinion notes that Hargrove & Linden, P.C. has reviewed the Ground Lease in its entirety and has confirmed that the permitted uses and development parameters set forth therein are coextensive with, or broader than, those permitted under the applicable zoning regulations and ULURP approvals.
Reliance and Authorization
Hargrove & Linden, P.C. has expressly authorized each addressee to rely upon the Zoning Opinion in connection with their respective financings of the Project. Specifically, Ironclad is authorized to rely upon the Zoning Opinion in its capacity as Agent for the benefit of itself and the following co-lenders under the Senior Loan Agreement: Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with Ironclad, the "Senior Lenders"). Granite Peak is separately authorized to rely upon the Zoning Opinion in its capacity as Mezzanine Lender under the Mezzanine Loan Agreement.
In addition, the Zoning Opinion expressly provides that it may be relied upon by the successors and assigns of the addressees, including any participant in, or assignee or transferee of, the Senior Loan or the Mezzanine Loan or any interest therein, provided that such reliance is in connection with the respective loans and the Project. The Zoning Opinion further provides that Sentinel Title & Escrow Company ("Sentinel Title") is authorized to rely upon the Zoning Opinion in connection with the issuance of zoning endorsements (ALTA 3.1 and ALTA 3.2, or their New York equivalents) to the lender's title insurance policies to be issued pursuant to Title Commitment No. STN-2025-MH-04178 in favor of the Senior Lenders and Granite Peak, respectively. Sentinel Title has been provided with a copy of this transmittal letter and the enclosed Zoning Opinion.
Qualifications and Limitations
The Zoning Opinion is subject to certain qualifications, assumptions, and limitations as set forth therein, which we summarize below for the convenience of the addressees. Again, this summary is not exhaustive, and each addressee and its counsel should review the Zoning Opinion in its entirety for a complete understanding of all applicable qualifications and limitations:
(a) Effective Date. The Zoning Opinion is rendered as of April 15, 2025, and speaks only to the laws, regulations, rules, and governmental approvals in effect as of that date. Hargrove & Linden, P.C. assumes no obligation to update or supplement the Zoning Opinion to reflect any changes in law, regulation, or fact occurring after such date, nor to advise any party of any subsequent developments that may affect the conclusions expressed therein.
(b) Governmental Certificates. In rendering the Zoning Opinion, Hargrove & Linden, P.C. has relied, in part, upon certificates, letters, and written confirmations issued by the New York City Department of Buildings (including a Certificate of Zoning Compliance dated March 28, 2025), the New York City Department of City Planning (including a letter dated April 2, 2025 confirming the status of ULURP approvals), and the New York City Board of Standards and Appeals (including a letter dated April 4, 2025 confirming that no variances or special permits issued by the BSA are applicable to the Project Site). Copies of each of these governmental certificates are appended to the Zoning Opinion as Exhibit B. Hargrove & Linden, P.C. has assumed the accuracy and completeness of the information contained in such certificates and has not independently verified such information.
(c) Conformance with Approved Plans. The Zoning Opinion assumes that the Project will be constructed in substantial conformance with the architectural plans, drawings, and specifications reviewed by Hargrove & Linden, P.C. in connection with the preparation of the Zoning Opinion, as identified in Exhibit A thereto (the "Reviewed Plans"). The Zoning Opinion does not cover or address any future modifications, amendments, or revisions to the Reviewed Plans, and Hargrove & Linden, P.C. has noted that any material change to the Project's design could require a new or supplemental zoning analysis.
(d) Scope Limitations. The Zoning Opinion addresses exclusively the Project's compliance with the New York City Zoning Resolution and the ULURP approvals applicable thereto. The Zoning Opinion does not address, and no conclusions should be drawn therefrom with respect to, the Project's compliance with the New York City Building Code, the New York City Fire Code, the New York City Energy Conservation Code, any environmental laws or regulations (including, without limitation, the National Environmental Policy Act, the State Environmental Quality Review Act, or the City Environmental Quality Review), any landmark or historic preservation requirements (none of which are applicable to the Project Site, as confirmed by the New York City Landmarks Preservation Commission in a letter dated February 10, 2025), or any federal or state laws, regulations, or requirements other than and beyond the New York City Zoning Resolution. The Zoning Opinion also does not address tax lot or subdivision compliance, or any matters relating to building permits, certificates of occupancy, or other construction-related approvals.
Each addressee and its respective counsel are strongly urged to review the Zoning Opinion in its entirety, including all qualifications, assumptions, and limitations stated therein, prior to relying upon the conclusions expressed in the Zoning Opinion.
Calderwood & Harkness's Independent Confirmation
Based upon this firm's independent review of the ULURP approvals (including CPC Resolution No. N 230415 ZSM and City Council Resolution No. 1847-2023), the Ground Lease (CRFN 2020000198762), and the applicable zoning maps and text of the New York City Zoning Resolution (including Article IX, Chapter 3 and the provisions applicable to the C6-4 zoning district), we have no reason to believe that any of the conclusions set forth in the Zoning Opinion are incorrect in any material respect. We note, however, and wish to make clear, that the foregoing statement does not constitute a separate or independent zoning opinion by Calderwood & Harkness LLP, and no addressee or other party should construe it as such. For all purposes related to zoning and land use compliance in connection with the Project, the addressees and their respective successors and assigns should rely solely upon the Zoning Opinion rendered by Hargrove & Linden, P.C.
Availability for Discussion
Should you or your counsel wish to discuss the Zoning Opinion, any of the matters summarized herein, or any related zoning and land use matters in connection with the Project, please do not hesitate to contact either of the undersigned attorneys at your convenience:
Douglas Fairchild, Partner Direct: (212) 556-8147
Email: dfairchild@calderwoodharkness.com
Grace Nakamura, Senior Associate Direct: (212) 556-8293
Email: gnakamura@calderwoodharkness.com
We are grateful for the opportunity to serve as counsel in connection with this transaction and look forward to working with each of you through closing and beyond.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner
Enclosure:
Zoning and Land Use Compliance Opinion Letter dated April 15, 2025, from Hargrove & Linden, P.C. (with Exhibit A — List of Reviewed Plans and Drawings; Exhibit B — Appended Governmental Certificates from the NYC Department of Buildings, NYC Department of City Planning, and NYC Board of Standards and Appeals)
cc (w/encl.):
David Harrington, Executive Director, Metropolitan Transit Development Corp. Lydia Okafor, General Counsel, Metropolitan Transit Development Corp. Marcus Jennings, Vice President, Real Estate Development, Metropolitan Transit Development Corp. Connor McBride, Project Director, Hudson Yards West, Metropolitan Transit Development Corp. Harrison Whitmore, Esq., Clearfield & Associates LLP Natasha Ivanovic, Esq., Voss Richter & Baines LLP Raymond Cho, Esq., Hargrove & Linden, P.C. Patricia Eng, Sentinel Title & Escrow Company

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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