1031-00004 · Hudson Yards West Mortgage LLC · Correspondence

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MEMORANDUM

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

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

TO:

Lydia Okafor, General Counsel, Metropolitan Transit Development Corp. Connor McBride, Project Director, Hudson Yards West, Metropolitan Transit Development Corp.

FROM:

Grace Nakamura, Senior Associate, Real Estate, Calderwood & Harkness LLP

DATE: June 1, 2025

RE: Summary of Conditions Precedent to Closing and Borrower Obligations — $675,000,000 Senior Mortgage and Mezzanine Financing for Hudson Yards West (C&H Matter No. 1031-00004)

CC:

Douglas Fairchild, Partner, Real Estate, Calderwood & Harkness LLP Angela Fontaine, Partner, Real Estate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Real Estate, Calderwood & Harkness LLP Sylvia Hartwell, Partner, Tax, Calderwood & Harkness LLP

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I. PURPOSE AND SCOPE OF MEMORANDUM

This memorandum has been prepared by Calderwood & Harkness LLP ("C&H" or the "Firm") for the exclusive internal use of Metropolitan Transit Development Corp. ("MTDC") and its authorized officers and counsel. The purpose of this memorandum is to consolidate and summarize all conditions precedent to the closing of the two-tranche financing for the Hudson Yards West mixed-use development project (the "Project") located at 450 West 34th Street, New York, New York 10001 (the "Project Site"). The financing consists of the following two facilities:

(a) Senior Mortgage Loan. A senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Mortgage Loan") to be made by Ironclad National Bank, N.A., as administrative agent (the "Agent" or "Ironclad"), together with a lending syndicate consisting of Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with the Agent, the "Senior Lenders"), to Hudson Yards West Mortgage LLC, a Delaware limited liability company to be formed (the "Mortgage Borrower" or "HYW Mortgage LLC").

(b) Mezzanine Loan. A mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan") to be made by Granite Peak Capital Partners, LP ("Granite Peak"), to Hudson Yards West Mezzanine LLC, a Delaware limited liability company to be formed (the "Mezzanine Borrower" or "HYW Mezzanine LLC"). The Senior Mortgage Loan and the Mezzanine Loan are referred to collectively herein as the "Financing," and the aggregate principal amount of the Financing is Six Hundred Seventy-Five Million Dollars ($675,000,000).

The target closing date for both the Senior Mortgage Loan and the Mezzanine Loan is June 15, 2025 (the "Closing Date"). As set forth in the commitment letters executed by Ironclad (dated February 28, 2025) and Granite Peak (dated March 7, 2025), and as reiterated in Section 10.1 of the Senior Mortgage Loan Agreement and Section 9.1 of the Mezzanine Loan Agreement, time is of the essence with respect to the satisfaction of all conditions precedent to closing. Failure to satisfy all conditions precedent by the Closing Date may result in the termination of the lenders' commitments and the forfeiture of deposits and commitment fees previously paid by MTDC. As of the date of this memorandum, fourteen (14) calendar days remain until the Closing Date.

This memorandum has been prepared by reference to the following loan documents, all of which have been negotiated among the parties and are in various stages of finalization as of the date hereof:

(i) Senior Mortgage Loan Agreement, dated as of the Closing Date, among HYW Mortgage LLC, as Borrower, and Ironclad National Bank, N.A., as Agent, and the Senior Lenders (the "Senior Mortgage Loan Agreement");

(ii) Mezzanine Loan Agreement, dated as of the Closing Date, between HYW Mezzanine LLC, as Borrower, and Granite Peak Capital Partners, LP, as Lender (the "Mezzanine Loan Agreement"); and

(iii) All ancillary documents, instruments, certificates, agreements, opinions, and deliverables required under or in connection with the Senior Mortgage Loan Agreement and the Mezzanine Loan Agreement (collectively with the foregoing, the "Loan Documents").

The respective lenders' counsel have prepared and circulated their own closing checklists and conditions-precedent summaries. Clearfield & Associates LLP ("Clearfield"), acting through Harrison Whitmore, Esq., serves as counsel to Ironclad in connection with the Senior Mortgage Loan, and Voss Richter & Baines LLP ("VRB"), acting through Natasha Ivanovic, Esq., serves as counsel to Granite Peak in connection with the Mezzanine Loan. This memorandum cross-references the Clearfield closing checklist (last updated May 28, 2025) and the VRB closing checklist (last updated May 29, 2025) where applicable and should be read in conjunction with those materials. Additionally, C&H maintains a comprehensive closing checklist as a separate working document under Matter No. 1031-00004, which is described in further detail in Exhibit A hereto and is being updated on a rolling basis.

This memorandum is not a legal opinion. It is prepared solely for the convenience of MTDC and its officers in tracking the status of closing conditions and should not be relied upon as legal advice with respect to any particular transaction, legal issue, or course of action. In all cases, the terms of the Loan Documents themselves shall control, and MTDC and its officers should consult the relevant provisions of the Loan Documents (and confer with the undersigned) with respect to any questions regarding the specific requirements of any closing condition. This memorandum does not supersede, amend, or modify any Loan Document or any other agreement among the parties.

II. EXECUTIVE SUMMARY — STATUS OVERVIEW

Set forth below is a high-level summary of the categories of conditions precedent to the closing of the Financing, together with the current status of each category as of June 1, 2025, and the party or parties primarily responsible for satisfaction of each condition. This summary is intended to provide MTDC's management team with a dashboard-level overview; the detailed analysis of each condition is contained in Sections III and IV below.

As reflected above, the only category that has been substantially satisfied as of the date hereof is Environmental (Category D), and that category remains subject to the issuance of a reliance letter by Apex Environmental Consultants, Inc. permitting Ironclad and Granite Peak to rely on the Phase I Environmental Site Assessment. The Appraisal (Category E) has been delivered and accepted, but Ironclad has reserved the right to request a bring-down or update letter if the closing does not occur by June 15, 2025. All other categories are either in progress or have one or more outstanding items that must be resolved prior to closing.

With fourteen (14) calendar days remaining to the Closing Date, the transaction is on a compressed timeline. The critical path items are identified in detail in Section VII of this memorandum and include: (i) the resolution of outstanding intercreditor agreement issues between Clearfield and VRB; (ii) the receipt of the New York City Department of Buildings permit approval; (iii) the receipt of the NYCEDC consent to the leasehold mortgage; (iv) the execution of the GMP construction contract with Cobalt Construction Group, Inc.; and (v) the resolution of two title exceptions identified by Sentinel Title. Each of these items presents a risk of delay to the Closing Date if not resolved on the timeline set forth in Section V below.

The balance of this memorandum addresses each category of conditions precedent in detail, first for the Senior Mortgage Loan (Section III) and then for the Mezzanine Loan (Section IV), followed by the pre-closing timeline (Section V), post-closing obligations (Section VI), risk items and open issues (Section VII), key contacts (Section VIII), and concluding recommendations (Section IX).

III. CONDITIONS PRECEDENT TO CLOSING — SENIOR MORTGAGE LOAN

The following conditions precedent must be satisfied (or waived by Ironclad in its sole discretion) on or before the Closing Date in order for the Senior Lenders to fund the Senior Mortgage Loan. These conditions are set forth primarily in Article V of the Senior Mortgage Loan Agreement and in the Clearfield closing checklist. Unless otherwise noted, all references to sections of the "Loan Agreement" in this Section III are references to the Senior Mortgage Loan Agreement.

A. Entity Formation and Organizational Documents

The Senior Mortgage Loan Agreement requires that the Mortgage Borrower be a newly formed, single-purpose Delaware limited liability company that satisfies certain organizational and structural requirements designed to ensure bankruptcy remoteness and to support the non-consolidation opinion to be delivered by borrower's counsel at closing. The following deliverables are required:

1. Formation of HYW Mortgage LLC. The Mortgage Borrower is to be organized as "Hudson Yards West Mortgage LLC," a Delaware limited liability company formed for the sole purpose of owning the leasehold interest in the Project Site, entering into the Senior Mortgage Loan, and engaging in activities incidental thereto. A Certificate of Formation must be filed with the Delaware Secretary of State in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-201). Promptly following formation, the Mortgage Borrower must obtain an Employer Identification Number ("EIN") from the Internal Revenue Service on IRS Form SS-4. As of the date hereof, the formation documents are in final form and have been reviewed by both C&H and Clearfield. The target filing date with the Delaware Secretary of State is June 3, 2025, utilizing expedited 24-hour filing service to ensure that the Certificate of Formation is accepted and the certified copy is available by June 4, 2025.

2. Operating Agreement of HYW Mortgage LLC. The Mortgage Borrower's limited liability company agreement (the "Mortgage Borrower Operating Agreement") must be delivered in form and substance satisfactory to Ironclad and Clearfield. Pursuant to Section 5.1(b)(ii) of the Loan Agreement, the Mortgage Borrower Operating Agreement must contain the following single-purpose entity ("SPE") covenants and provisions:

(a) The Mortgage Borrower shall at all times maintain at least one (1) independent director (as defined in the Loan Agreement) whose affirmative vote is required for any voluntary bankruptcy filing, dissolution, or winding up of the Mortgage Borrower. The independent director shall be a natural person who is not, and has not been within the preceding five (5) years, (i) a member, partner, shareholder, director, officer, or employee of MTDC or any affiliate thereof, (ii) a creditor, supplier, or contractor of the Mortgage Borrower or MTDC, or (iii) a family member of any of the foregoing. C&H has engaged Ashgrove Services Inc. to provide independent director services, and the engagement letter is in final form.

(b) The Mortgage Borrower shall maintain its existence as a legal entity separate and apart from MTDC and any other affiliate, and shall comply with certain separateness covenants, including but not limited to: (I) maintaining separate books, records, and bank accounts; (II) not commingling its assets with the assets of any other person or entity; (III) conducting its business in its own name and holding itself out to the public as a separate entity; (IV) paying its own liabilities and expenses from its own funds; (V) maintaining adequate capitalization; (VI) observing all limited liability company formalities; and (VII) not guaranteeing or becoming obligated for the debts of any other entity (other than as expressly contemplated by the Loan Documents).

(c) The Mortgage Borrower shall not incur any indebtedness other than the Senior Mortgage Loan and trade payables incurred in the ordinary course of business not exceeding $500,000 in the aggregate at any time outstanding, in each case as permitted by Section 7.2(a) of the Loan Agreement.

The Mortgage Borrower Operating Agreement is currently in near-final form. C&H (Nakamura and Dominguez) is completing the final revisions based on Clearfield's comments received on May 30, 2025, and anticipates circulating a revised draft by June 2, 2025. There are no material outstanding issues with respect to the Mortgage Borrower Operating Agreement.

3. Certificate of Good Standing — Delaware. The Mortgage Borrower must deliver to Ironclad a certificate of good standing (or certificate of status) issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date. Given the target Closing Date of June 15, 2025, the good standing certificate must be dated no earlier than June 5, 2025. C&H will order the good standing certificate on an expedited basis immediately following the filing of the Certificate of Formation. If the Certificate of Formation is filed on June 3, 2025, the good standing certificate will be ordered on or about June 6, 2025.

4. Qualification to Do Business in New York. HYW Mortgage LLC must be qualified (or authorized) to transact business in the State of New York by filing an Application for Authority with the New York Department of State pursuant to Section 802 of the New York Limited Liability Company Law. The application must be accompanied by a certificate of existence issued by the Delaware Secretary of State (which may be the same certificate referenced in paragraph 3 above, or a separate certificate). C&H (Dominguez) will prepare and file the Application for Authority promptly upon the Delaware formation. The target filing date is June 6, 2025. Processing times for the New York Department of State are currently approximately two (2) to three (3) business days for expedited filings.

5. MTDC Organizational Documents. As the indirect owner and control party of the Mortgage Borrower, and as the proposed guarantor under the Guaranty Agreement and Completion Guaranty, MTDC must deliver to Ironclad the following organizational documents:

(a) Certified copies of MTDC's enabling or authorizing legislation, as enacted by the Illinois General Assembly, together with all amendments thereto, confirming MTDC's legal existence and authority to operate as a public-benefit transit development corporation organized under the laws of the State of Illinois.

(b) A certificate of existence (or equivalent certificate) issued by the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, confirming that MTDC is in good standing and duly organized under the laws of Illinois.

(d) A certified copy of the resolution or resolutions adopted by the Board of Directors of MTDC (the "Board"), chaired by Margaret Kowalski, upon the recommendation of David Harrington, Executive Director, and Priya Subramanian, Chief Financial Officer, authorizing MTDC's participation in the Financing, including without limitation: (I) the formation of the Mortgage Borrower and the Mezzanine Borrower; (II) the execution, delivery, and performance by the Mortgage Borrower and the Mezzanine Borrower of the Loan Documents; (III) the execution, delivery, and performance by MTDC of the Guaranty Agreement, the Completion Guaranty, the Environmental Indemnity Agreements, and the Mezzanine Guaranty; (IV) the contribution of equity capital in the amount of $200,000,000 by MTDC; and (V) the designation of authorized officers to execute the Loan Documents on behalf of MTDC and the Borrowers. The draft resolution has been circulated by C&H to Lydia Okafor for inclusion in the board package, and the Board meeting is scheduled for June 5, 2025.

6. Incumbency Certificate. MTDC must deliver an incumbency certificate identifying the officers of MTDC authorized to execute the Loan Documents on behalf of MTDC, the Mortgage Borrower, and (to the extent applicable) the Mezzanine Borrower. The authorized officers to be named in the incumbency certificate are as follows: David Harrington (Executive Director), Priya Subramanian (Chief Financial Officer), Marcus Jennings (Vice President, Capital Programs), and Lydia Okafor (General Counsel). The incumbency certificate must include specimen signatures of each authorized officer and must be certified by the Secretary or an Assistant Secretary of MTDC.

7. Non-Consolidation Opinion. C&H, as borrower's counsel, is required to deliver a non-consolidation opinion letter addressed to Ironclad and the Senior Lenders, confirming that, based on certain assumptions and subject to certain qualifications and limitations, a court exercising competent jurisdiction would not, in a properly presented and argued case, substantively consolidate the assets and liabilities of HYW Mortgage LLC with those of MTDC or any other affiliate in the event of a bankruptcy proceeding involving MTDC or such affiliate. The non-consolidation opinion is one of the more substantively complex deliverables in connection with the closing and requires a thorough analysis of the SPE covenants set forth in the Mortgage Borrower Operating Agreement, the separateness covenants in the Loan Agreement, the capitalization of the Mortgage Borrower, and applicable case law. C&H has commenced preparation of the non-consolidation opinion and has circulated a preliminary draft to Clearfield for comment. The opinion is expected to be finalized by June 12, 2025.

B. Title and Survey

Clear and insurable title to the Project Site is a fundamental condition precedent to the Senior Mortgage Loan. The following deliverables are required in connection with title and survey matters:

1. ALTA Title Insurance Commitment. Ironclad requires delivery of an ALTA 2006 owner's and lender's title insurance commitment (Commitment No. STN-2025-MH-04178) issued by Sentinel Title & Escrow Company ("Sentinel Title") (Patricia Eng, Closing Officer), in the amount of $475,000,000, insuring Ironclad (as Agent for the Senior Lenders) that a valid first-priority leasehold mortgage lien will be placed upon the Project Site. The Project Site is legally described as Block 729, Lots 1, 5, 12, and 15, in the Borough of Manhattan, City of New York, and is commonly known as 450 West 34th Street, New York, New York 10001. The title commitment must insure the leasehold interest held by MTDC (and to be assigned or contributed to HYW Mortgage LLC at or prior to closing) under the Ground Lease dated June 1, 2020, between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and MTDC, as ground lessee, recorded in the Office of the City Register, New York County, under City Register File Number ("CRFN") 2020000198762.

2. Title Search and Review of Schedule B Exceptions. The underlying title search was ordered by Sentinel Title on March 15, 2025, and the preliminary title commitment was received by C&H on or about April 5, 2025. C&H has been reviewing the Schedule B exceptions to the title commitment and is engaged in ongoing discussions with Clearfield regarding which exceptions are acceptable as "Permitted Exceptions" under the Loan Agreement and which must be removed or otherwise cured prior to closing. As of the date hereof, the review of Schedule B exceptions is in progress. Two specific exceptions are under active review and are discussed in greater detail in Section VII of this memorandum: (a) a historical easement benefiting the Metropolitan Transportation Authority ("MTA") for subsurface transit infrastructure, and (b) a possible encroachment of an adjacent building's canopy onto the Project Site. C&H is working with Sentinel Title (Eng) and Clearfield (Whitmore) to agree on curative measures or acceptable endorsements for each of these exceptions.

3. Required Title Endorsements. In addition to the base ALTA lender's title insurance policy, Ironclad requires the following endorsements to be issued as part of the final title policy:

(a) ALTA 9-06 (Restrictions, Encroachments, Minerals) — insuring against loss arising from the existence of certain covenants, conditions, and restrictions, encroachments, and mineral reservations affecting the Project Site;

(b) ALTA 3.1 (Zoning — Completed Structure) — insuring that the proposed improvements comply with applicable zoning ordinances and that the use of the Project Site as improved is permitted under such ordinances;

(c) ALTA 28.1 (Easement — Damage or Enforced Removal) — providing coverage against loss if an improvement on the Project Site is damaged or must be removed due to the exercise of an easement;

(d) Survey endorsement — insuring that the legal description in the title policy corresponds to the boundaries depicted on the ALTA/NSPS land title survey;

(e) Comprehensive endorsement — providing comprehensive coverage against various title defects;

(f) Usury endorsement (New York) — confirming that the title insurer has not excluded from coverage any defense based on usury;

(g) Doing-business endorsement — confirming that the failure of the insured lender to qualify to do business in New York does not affect the enforceability of the insured mortgage;

(h) Mezzanine financing endorsement — confirming that the existence of the Mezzanine Loan and the related pledge of membership interests do not adversely affect the priority or validity of the insured leasehold mortgage; and

(i) Such other endorsements as Ironclad may reasonably require and as are available in the State of New York.

Sentinel Title has confirmed that all of the foregoing endorsements are available and will be issued at closing, subject to the resolution of the two outstanding Schedule B exceptions referenced above and the payment of all applicable premiums.

4. ALTA/NSPS Land Title Survey. Ironclad requires delivery of a current ALTA/NSPS Land Title Survey of the Project Site, prepared by a licensed surveyor in the State of New York, dated not more than ninety (90) days prior to the Closing Date, and certified to Ironclad National Bank, N.A., Sentinel Title & Escrow Company, and Hudson Yards West Mortgage LLC. The survey must comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys and must include Table A optional items as specified in Exhibit D to the Loan Agreement. The survey must accurately depict the boundaries of the Project Site, all easements and rights-of-way of record, the ground lease demise, and the location and dimensions of all existing improvements (if any) on the Project Site. The survey must reflect no encroachments, boundary discrepancies, overlap areas, or survey defects that have not been previously disclosed to and approved by Ironclad. An updated survey has been ordered and is expected to be delivered to C&H by June 8, 2025.

5. Resolution of Title Exceptions; Payoff or Subordination of Existing Liens. All title exceptions that are not acceptable to Ironclad as "Permitted Exceptions" must be removed, cured, or insured over prior to the Closing Date. As of the date hereof, there are no known existing monetary liens on the leasehold interest in the Project Site (other than the lien of real property taxes, which are current). C&H has confirmed that the recording of the Ground Lease is reflected in the New York City Automated City Register Information System ("ACRIS") under CRFN 2020000198762 and that the leasehold mortgagee protections contained in Article 18 of the Ground Lease (including notice and cure rights, new lease provisions, and recognition agreements) are satisfactory to Ironclad and Clearfield, subject to the receipt of the NYCEDC consent to the leasehold mortgage discussed in Section III.C.5 below.

C. Governmental Approvals, Zoning, and Land Use

The Loan Agreement requires the Mortgage Borrower to demonstrate that the Project is in compliance with all applicable governmental approvals, zoning requirements, and land use regulations. The following deliverables are required:

1. Zoning Opinion Letter. A zoning opinion letter dated April 15, 2025 (the "Zoning Opinion"), has been delivered by Hargrove & Linden, P.C. ("Hargrove & Linden"), through Raymond Cho, Esq., a partner at that firm specializing in New York City zoning and land use. The Zoning Opinion confirms that the proposed improvements to be constructed on the Project Site are permitted either as-of-right or pursuant to the Uniform Land Use Review Procedure ("ULURP") approval described below, under the applicable provisions of the New York City Zoning Resolution (ZR). The Zoning Opinion addresses, among other things, the applicable zoning district (C6-4 with Hudson Yards Special Purpose District overlay), the permitted floor area ratio ("FAR"), the permitted uses (commercial, residential, and community facility), building height and setback requirements, parking requirements, and any applicable special permits or authorizations. Ironclad and Clearfield have reviewed the Zoning Opinion and have accepted it in form and substance, subject to the delivery of a bring-down or reliance letter at closing confirming that the conclusions expressed therein remain unchanged as of the Closing Date.

2. Evidence of ULURP Approval. The Project required ULURP approval for certain zoning actions, including a special permit and a zoning map amendment. The ULURP process was completed as follows:

(a) The New York City Planning Commission ("CPC") approved the ULURP application on September 12, 2023 (Application No. C 230415 ZSM), following a public hearing and the recommendation of Manhattan Community Board 4.

(b) The New York City Council approved the ULURP application on October 25, 2023, subject to certain conditions and modifications that are reflected in the CPC resolution as modified.

MTDC must deliver to Ironclad certified copies of each resolution (CPC and City Council), together with evidence that all conditions of the ULURP approval have been satisfied or will be satisfied prior to the commencement of construction. C&H has obtained copies of both resolutions from the New York City Department of City Planning and is in the process of having them certified. There are no known unsatisfied conditions of the ULURP approval that would prevent the commencement of construction on the Project Site as of the Closing Date, subject to the receipt of building permits from the NYC Department of Buildings as described below.

3. Satisfaction of ULURP Conditions. As noted above, the CPC and City Council approvals were granted subject to certain conditions, including conditions related to affordable housing set-aside commitments, public plaza and streetscape improvements, and certain design modifications. MTDC (through Connor McBride and the Project team) has confirmed that all conditions of the ULURP approval that must be satisfied prior to the commencement of construction have been or will be satisfied by the Closing Date. A detailed compliance matrix has been prepared by MTDC and reviewed by C&H and Hargrove & Linden. C&H will deliver a certificate of compliance to Ironclad at closing.

4. Building Permits and NYC Department of Buildings Approvals. The commencement of construction on the Project Site requires the issuance of all applicable building permits, demolition permits (to the extent demolition of any existing improvements is required), and other approvals from the New York City Department of Buildings ("DOB"). MTDC filed the building permit application with the DOB prior to the date hereof, and approval is anticipated by June 10, 2025. The building permit application encompasses the full scope of construction contemplated under the GMP construction contract with Cobalt Construction Group, Inc. (described in Section III.G below), including excavation, foundation work, structural framing, mechanical/electrical/plumbing systems, and building envelope. If the DOB permit is not received by June 10, 2025, the parties will need to consider whether a post-closing deliverable or permit escrow arrangement is acceptable to Ironclad, as discussed further in Section VII of this memorandum.

5. NYCEDC Consent to Leasehold Mortgage. The Ground Lease between NYCEDC and MTDC requires the prior written consent of NYCEDC to any mortgage or encumbrance placed upon the leasehold interest. Accordingly, MTDC must obtain and deliver to Ironclad a consent letter from NYCEDC (or its designee) approving the execution and recording of the Leasehold Mortgage in favor of Ironclad (as Agent for the Senior Lenders). The consent request was submitted by MTDC to NYCEDC on May 15, 2025, and MTDC anticipates receiving the consent by June 8, 2025. Connor McBride and Marcus Jennings are the MTDC contacts responsible for coordinating with NYCEDC on this matter. The NYCEDC consent is a condition precedent to both the Senior Mortgage Loan and the Mezzanine Loan, and its timely receipt is critical to the closing timeline. If the consent is not received by June 8, 2025, Connor McBride should escalate the matter with NYCEDC as described in Section VII below.

6. No Pending Condemnation or Governmental Proceedings. MTDC must deliver a certificate confirming that, to the best of its knowledge after due inquiry, there is no pending or, to the best of MTDC's knowledge, threatened condemnation, eminent domain, or other governmental proceeding that would adversely affect the Project Site or any portion thereof. C&H will prepare this certificate for execution by an authorized officer of MTDC at closing.

7. SEQRA/CEQR Compliance. To the extent that any action in connection with the Project required environmental review under the New York State Environmental Quality Review Act ("SEQRA") or the City Environmental Quality Review ("CEQR") process, MTDC must deliver evidence that all applicable SEQRA/CEQR requirements have been satisfied. The ULURP application was subject to CEQR review, and a Negative Declaration was issued by the CPC as lead agency, dated July 15, 2023 (CEQR No. 23DCP044M), confirming that the proposed action would not result in any significant adverse environmental impacts. A certified copy of the Negative Declaration will be delivered to Ironclad at closing.

D. Environmental. Environmental due diligence is a standard condition to any commercial real estate financing of this magnitude. The following deliverables are required:

1. Phase I Environmental Site Assessment. A Phase I Environmental Site Assessment ("Phase I ESA") was prepared by Apex Environmental Consultants, Inc. ("Apex Environmental") (Dr. Lena Kaur, Project Manager), bearing Project No. AEC-NY-25-0337 and dated March 20, 2025. The Phase I ESA was prepared in conformance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, and includes the requisite records review, site reconnaissance, interviews, and evaluation of historical uses. The Phase I ESA identifies no recognized environmental conditions ("RECs"), no controlled recognized environmental conditions ("CRECs"), and no historical recognized environmental conditions ("HRECs") at the Project Site. The report has been delivered to MTDC and C&H. A reliance letter must be issued by Apex Environmental, addressed to Ironclad and the Senior Lenders, permitting Ironclad to rely on the Phase I ESA as if it were an addressee thereof. The reliance letter has been requested and is expected to be delivered by June 13, 2025.

2. No Phase II ESA Required. Based on the findings of the Phase I ESA, which identified no RECs, no Phase II Environmental Site Assessment (subsurface investigation) is required. Ironclad has not indicated that it will require a Phase II ESA, and Clearfield has confirmed that the Phase I ESA is satisfactory to Ironclad in form and substance, subject to the delivery of the reliance letter.

3. Environmental Indemnity Agreement. HYW Mortgage LLC and MTDC (as guarantor) must execute and deliver at closing an Environmental Indemnity Agreement in favor of Ironclad (as Agent for the Senior Lenders), pursuant to which HYW Mortgage LLC and MTDC shall jointly and severally indemnify, defend, and hold harmless Ironclad and the Senior Lenders from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to the presence, release, or threatened release of hazardous substances at, on, under, or emanating from the Project Site. The Environmental Indemnity Agreement is a recourse obligation of MTDC, not subject to the non-recourse limitations applicable to the Senior Mortgage Loan. The form of Environmental Indemnity Agreement has been negotiated and is in near-final form.

4. NYC DEP Compliance. If required by Ironclad, MTDC shall deliver a compliance letter or confirmation from the New York City Department of Environmental Protection ("DEP") confirming that the Project Site is in compliance with all applicable DEP regulations, including regulations relating to stormwater management, sewer connections, and hazardous materials storage. As of the date hereof, Ironclad has not indicated that a DEP compliance letter is required, but C&H has reserved this item on the closing checklist pending Ironclad's final determination.

E. Appraisal. An independent appraisal of the Project is required to support the loan-to-value ratios specified in the Loan Agreement and to satisfy the requirements of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") and the Uniform Standards of Professional Appraisal Practice ("USPAP"). The following deliverables are required:

1. Appraisal Report. An appraisal report has been prepared by Broadstreet Appraisal Group, Inc. ("Broadstreet") (Marcus Tolliver, MAI, Senior Appraiser), bearing File No. BAG-25-1092 and dated April 1, 2025 (the "Appraisal"). The Appraisal is addressed to Ironclad National Bank, N.A. and the Senior Lenders and provides an opinion of the as-stabilized fair market value of the Project in the amount of One Billion Twenty-Five Million Dollars ($1,025,000,000). The Appraisal employs the income capitalization approach, the sales comparison approach, and the cost approach, and reconciles the value indications from each approach to arrive at the final opinion of value. The Appraisal has been reviewed by Ironclad's internal appraisal review department and has been accepted.

2. FIRREA and USPAP Compliance. The Appraisal complies with the requirements of FIRREA and USPAP, as confirmed by the appraiser's certification included in the Appraisal report. The Appraisal also complies with the Interagency Appraisal and Evaluation Guidelines issued by the federal banking regulatory agencies. Marcus Tolliver, the primary appraiser, is a certified general real estate appraiser licensed in the State of New York (License No. 46-51827) and holds the MAI designation from the Appraisal Institute.

3. Loan-to-Value Ratios. Based on the appraised value of $1,025,000,000, the loan-to-value ratios at closing are as follows:

(a) Senior LTV: $475,000,000 ÷ $1,025,000,000 = 46.34%

(b) Combined LTV (Senior + Mezzanine): $675,000,000 ÷ $1,025,000,000 = 65.85%

Both the Senior LTV and the Combined LTV are within the maximum Combined LTV covenant of 70.0% as set forth in Section 8.3(b) of the Senior Mortgage Loan Agreement and Section 7.3(b) of the Mezzanine Loan Agreement. There is approximately 4.15 percentage points of cushion between the Combined LTV at closing and the maximum Combined LTV covenant, which provides a margin of comfort but underscores the importance of the Project's achieving the projected stabilized value.

4. Bring-Down or Update Letter. If Ironclad determines that the Appraisal requires updating prior to closing (e.g., due to changes in market conditions or the passage of time since the effective date of the Appraisal), Broadstreet has agreed to provide a bring-down or update letter within five (5) business days of any such request by Ironclad. As of the date hereof, Ironclad has not requested a bring-down letter, but C&H has advised Broadstreet to be prepared to respond promptly if such a request is made.

F. Insurance. Adequate insurance coverage is a critical condition to the Senior Mortgage Loan, as the Loan Agreement requires that the Project be insured against various risks during the construction period and thereafter. The following deliverables are required:

1. Builder's Risk Insurance. Builder's risk insurance (also known as course of construction insurance) must be obtained in an amount not less than Five Hundred Million Dollars ($500,000,000), representing the estimated full replacement cost of the improvements to be constructed on the Project Site. The builder's risk policy must be issued by Fortis Indemnity Insurance Co. ("Fortis"), which is an insurer with an A.M. Best rating of A (Excellent) or higher, as required by the Loan Agreement. The policy must name Ironclad National Bank, N.A. (as Agent for the Senior Lenders) as mortgagee and additional insured, and must name Granite Peak Capital Partners, LP as additional insured. The insurance has been arranged by Castleton Insurance Brokerage, Inc. ("Castleton") (Brian Jessup, Account Executive). As of the date hereof, an insurance binder has been received from Fortis, and the final policy is being prepared for delivery at or prior to closing. C&H and Clearfield have reviewed the binder and have identified certain minor endorsement requirements that are being coordinated with Castleton.

2. Commercial General Liability Insurance. Commercial general liability ("CGL") insurance must be obtained with minimum limits of $25,000,000 per occurrence and $50,000,000 in the aggregate, as required by Section 6.4(b) of the Loan Agreement. Ironclad must be named as an additional insured on the CGL policy. The CGL policy has been placed through Castleton and a binder has been received. Evidence of the final policy will be delivered at closing.

3. Workers' Compensation and Employer's Liability Insurance. Workers' compensation insurance must be obtained in statutory limits as required by the New York Workers' Compensation Law, together with employer's liability insurance in amounts not less than $1,000,000 per accident / $1,000,000 per disease / $1,000,000 policy limit (or such higher limits as required by the Loan Agreement). This obligation applies both to MTDC as the project owner and to Cobalt Construction Group, Inc. as the general contractor, and evidence of Cobalt's workers' compensation coverage must also be delivered at closing. Compliance with New York workers' compensation requirements is mandatory as a condition to the issuance of building permits and the commencement of construction.

4. Flood Insurance. If the Project Site is determined to be located within a Federal Emergency Management Agency ("FEMA") Special Flood Hazard Area ("SFHA"), flood insurance must be obtained in the maximum amount available under the National Flood Insurance Program ("NFIP") or from a private insurer, as required by the Flood Disaster Protection Act of 1973 and the Loan Agreement. A FEMA flood zone determination has been ordered but is pending as of the date hereof. Given the Project Site's location in the Hudson Yards area of Manhattan, which is in proximity to the Hudson River, there is a possibility that all or a portion of the Project Site may be within an SFHA (Zone AE or Zone VE). If a flood zone determination places the Project Site in an SFHA, additional flood insurance will need to be obtained and, depending on the circumstances, an elevation certificate may also be required. This item is flagged as a risk item in Section VII below.

5. Terrorism/TRIA Coverage. Ironclad requires terrorism insurance coverage as defined in the Terrorism Risk Insurance Act of 2002 ("TRIA"), as amended and reauthorized. Terrorism coverage must be included in the builder's risk and property insurance policies and must provide coverage for "certified acts of terrorism" as defined under TRIA. Castleton has confirmed that terrorism coverage is included in the Fortis builder's risk binder, and evidence of such coverage will be reflected in the final ACORD certificates delivered at closing.

6. ACORD Certificates and Evidence of Premium Payment. At closing, MTDC and HYW Mortgage LLC must deliver ACORD 25 (certificate of liability insurance), ACORD 28 (evidence of commercial property insurance), and ACORD 27 (evidence of property insurance) certificates for all required policies, together with all required endorsements (including additional insured endorsements, mortgagee endorsements, and waiver of subrogation endorsements). Evidence that all premiums have been paid in full for the initial policy period must also be delivered.

7. Insurance Consultant's Letter. Ironclad has requested that Castleton, as the insurance broker for the Project, deliver a broker's letter or insurance consultant's confirmation addressed to Ironclad and Granite Peak, confirming that all insurance policies obtained for the Project satisfy the minimum requirements of both the Senior Mortgage Loan Agreement and the Mezzanine Loan Agreement. Castleton (Jessup) has agreed to deliver this letter at closing.

G. Construction-Related Conditions

The Senior Mortgage Loan is a construction loan, and accordingly, a significant portion of the conditions precedent relate to the construction of the Project. The following deliverables are required:

1. Guaranteed Maximum Price (GMP) Construction Contract. An executed Guaranteed Maximum Price construction contract (Contract No. CCG-HYW-2025-001) must be delivered between HYW Mortgage LLC (as owner) and Cobalt Construction Group, Inc. ("Cobalt") (Frank DelVecchio, Chief Executive Officer), in the maximum amount of Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP Contract"). The GMP Contract must be in form and substance satisfactory to Ironclad and Clearfield, and must contain provisions required by the Loan Agreement, including without limitation: (a) assignment provisions permitting collateral assignment to Ironclad; (b) termination for cause and convenience provisions; (c) insurance and indemnification provisions; (d) retainage provisions acceptable to Ironclad; and (e) provisions permitting Ironclad to exercise step-in rights in the event of a default by the Mortgage Borrower. The GMP Contract is currently in final negotiation between MTDC (McBride) and Cobalt. As discussed further in Section VII below, Gail Merriman (Cobalt's CFO) has raised a retainage dispute that must be resolved before the GMP Contract can be executed. The target execution date is June 10, 2025.

2. Assignment of GMP Contract. Ironclad requires a collateral assignment of the GMP Contract (the "Collateral Assignment of Construction Contract") as additional security for the Senior Mortgage Loan. The Collateral Assignment of Construction Contract must be executed by HYW Mortgage LLC and consented to by Cobalt. A Consent and Agreement of Contractor must be executed by Cobalt (through an authorized officer), confirming Cobalt's consent to the collateral assignment and agreeing to provide notice and cure rights to Ironclad in the event of a default by HYW Mortgage LLC under the GMP Contract. C&H has circulated a draft Collateral Assignment and Consent and Agreement to Cobalt's counsel, and negotiations are proceeding in parallel with the GMP Contract negotiations.

3. Construction Budget and Schedule. MTDC must deliver to Ironclad a detailed construction budget and construction schedule, approved by the MTDC Project team and by Ironclad's construction consultant (if applicable). The construction schedule must reflect the following key milestones:

(a) Construction commencement: June 15, 2025 (the Closing Date);

(b) Substantial completion: December 15, 2027 (approximately 30 months from commencement);

(c) First Temporary Certificate of Occupancy ("TCO"): March 15, 2028 (approximately 3 months after substantial completion).

The construction budget must be consistent with the GMP of $412,000,000 and must include adequate contingency reserves. MTDC has prepared a preliminary construction budget and schedule, which is being finalized in coordination with Cobalt and Ironclad.

4. Property Condition Assessment / Structural Report. A property condition assessment and structural adequacy report has been prepared by Trident Structural Engineers, P.C. ("Trident") (Dr. Rajesh Banerjee, PE, Principal Engineer), confirming the structural adequacy of existing foundations (if any) and the suitability of site conditions for the proposed construction. The Trident report addresses geotechnical conditions, existing subsurface infrastructure (including the MTA transit infrastructure in the vicinity of the Project Site), and any structural considerations relevant to the proposed building design. The report has been delivered to MTDC and C&H. A reliance letter must be issued to Ironclad, which has been requested and is expected to be delivered by June 13, 2025.

5. Payment and Performance Bonds or Alternative Security. The Loan Agreement contemplates that Cobalt will provide either (a) payment and performance bonds from a surety company acceptable to Ironclad, covering the full amount of the GMP Contract, or (b) alternative security acceptable to Ironclad in lieu of bonds, which may include a combination of construction reserve and retainage provisions in the Loan Agreement and the GMP Contract. MTDC is currently negotiating with Ironclad regarding whether the construction reserve and retainage provisions contemplated by the Loan Agreement (including a 10% retainage on all hard costs until 50% completion, reducing to 5% thereafter) are sufficient in lieu of formal payment and performance bonds. This item is under active discussion and is expected to be resolved as part of the overall GMP Contract negotiations.

6. Construction Consultant's Report. If required by Ironclad, an independent construction consultant must deliver a feasibility report confirming the adequacy of the construction budget, the reasonableness of the construction schedule, and the overall feasibility of the proposed construction. Ironclad has retained Apex Project Advisors, Inc. as its construction consultant, and the feasibility report is expected to be delivered by June 10, 2025.

7. Contractor and Subcontractor Insurance. Cobalt and all subcontractors must maintain insurance coverage as required by the GMP Contract and the Loan Agreement, including commercial general liability, workers' compensation, employer's liability, automobile liability, umbrella/excess liability, and professional liability (for design professionals). ACORD certificates for all required contractor and subcontractor insurance must be delivered at or prior to closing.

8. Architect's Certificate and Plans and Specifications. The architect of record for the Project (to be identified in the final GMP Contract) must deliver an architect's certificate confirming that the plans and specifications for the Project have been completed, reviewed, and approved by the architect, MTDC, and the DOB (to the extent reflected in the building permit application). A complete set of plans and specifications, stamped and sealed by the architect of record, must be made available for review by Ironclad and Clearfield. Additionally, a Collateral Assignment of Architect's Agreement must be executed in favor of Ironclad.

H. Financial Covenants, Reserves, and Accounts

The financial provisions of the Loan Agreement require the establishment of certain reserve accounts and the satisfaction of financial covenants at closing. The following deliverables are required:

1. Establishment of Accounts. The Mortgage Borrower must establish all accounts required by the Senior Mortgage Loan Agreement at Ironclad (or at another eligible institution approved by Ironclad). The required accounts are as follows:

(a) Operating Account — for the receipt and disbursement of operating revenues and expenses;

(b) Interest Reserve Account — to fund estimated interest payments during the construction period;

(c) Construction Disbursement Account — for the disbursement of construction loan proceeds in accordance with the construction budget and draw procedures;

(d) Tax and Insurance Escrow Account — for the monthly escrow of real property taxes and insurance premiums;

(e) Replacement Reserve Account — for the accumulation of funds for future capital expenditures and replacements (to be funded post-completion);

(f) Rollover/TI/LC Reserve Account — for the accumulation of funds for tenant improvement and leasing commission costs in connection with tenant rollovers (to be funded post-completion);

(g) Debt Service Reserve Account — for the maintenance of a debt service reserve equal to a specified number of months of estimated debt service payments; and

(h) Hard Lockbox Account — a lockbox account into which all revenues from the Project will be deposited, with a springing cash sweep mechanism that will be activated upon the occurrence of a DSCR trigger (DSCR falling below 1.10x on a trailing twelve-month basis) or an Event of Default.

C&H is coordinating with Ironclad's account services department to prepare the necessary account opening documentation. Deposit Account Control Agreements ("DACAs") must be executed by HYW Mortgage LLC, Ironclad (as depository bank), and Ironclad (as secured party) for each of the foregoing accounts.

2. Pre-Funding of Interest Reserve. The interest reserve must be pre-funded at closing in an amount sufficient to cover estimated interest payments on the Senior Mortgage Loan during the construction period, which is projected to be approximately thirty (30) months (from June 15, 2025, to December 15, 2027). Interest on the Senior Mortgage Loan is calculated at a floating rate equal to Term SOFR (as determined in accordance with Section 2.3 of the Loan Agreement) plus a spread of 425 basis points (4.25%), subject to a SOFR floor of 1.00%. The exact amount of the interest reserve will be calculated at closing based on the then-current Term SOFR rate, the anticipated draw schedule, and the applicable interest period. MTDC (Subramanian) is working with Ironclad to model the interest reserve requirement based on current market conditions. As of May 31, 2025, one-month Term SOFR was approximately 4.32%, resulting in an all-in interest rate of approximately 8.57% (4.32% + 4.25%). The interest reserve calculation will be finalized within two (2) business days of closing.

3. Pre-Funding of Construction Contingency Reserve. The Loan Agreement requires the maintenance of a construction contingency reserve in an amount to be determined based on the approved construction budget and the recommendations of Ironclad's construction consultant. The contingency reserve is intended to cover cost overruns, change orders, and other unanticipated construction expenses. The amount of the contingency reserve will be finalized as part of the approved construction budget.

4. Financial Covenants at Closing. The Loan Agreement contains certain financial covenants that will be tested on a periodic basis following the completion of construction and the stabilization of the Project. At closing, the Mortgage Borrower must confirm that the financing satisfies the following financial covenant thresholds on a pro forma basis:

(a) Combined DSCR Covenant: Minimum 1.20x on a trailing twelve-month basis, tested quarterly. This covenant is applicable commencing upon the earlier of (i) the date that is twelve (12) months following the issuance of the first TCO, and (ii) the stabilization date. At projected stabilization, the estimated combined DSCR is projected to be approximately 1.25x, based on projected stabilized NOI of $58,200,000 and combined debt service of approximately $46,500,000 (comprising senior and mezzanine interest and principal payments).

(b) Combined LTV Covenant: Maximum 70.0%, tested annually on the basis of the most recent appraisal or Ironclad's internal valuation. At closing, the Combined LTV is 65.85%, as described in Section III.E.3 above.

(c) Combined Debt Yield Covenant: Minimum 8.0%, tested quarterly on a trailing twelve-month basis. This covenant is applicable commencing upon the same date as the DSCR covenant. At projected stabilization, the estimated combined debt yield is 8.62%, calculated as projected stabilized NOI of $58,200,000 divided by total combined indebtedness of $675,000,000.

(d) Stabilized NOI Projection: The pro forma financial projections delivered to Ironclad project a stabilized net operating income ("NOI") of $58,200,000 per year, commencing in Year 3 following projected completion (i.e., approximately 2031).

While the financial covenants described above are not tested at closing (they are tested post-completion), the Mortgage Borrower must deliver a certificate confirming that the pro forma projections support compliance with the covenants at stabilization.

5. Credit Rating of MTDC. Ironclad requires confirmation that the credit rating of MTDC assigned by the Pinnacle Ratings Group (the "Credit Rating") has not been downgraded, withdrawn, or placed on negative watch since the date of the commitment letter. The current Credit Rating is A– (Identifier PRG-MTDC-A-2024-1187), which was assigned on August 15, 2024. C&H has confirmed with Pinnacle Ratings Group that the Credit Rating remains in effect and has not been placed on review for downgrade as of the date hereof. A bring-down confirmation will be obtained immediately prior to closing.

I. Opinions of Counsel and Third-Party Reports

The following legal opinions and third-party reports must be delivered at or prior to the Closing Date:

1. Borrower's Counsel Opinion Letter. C&H, as borrower's counsel, must deliver an opinion letter addressed to Ironclad and the Senior Lenders covering the following matters:

(a) Due Authorization and Enforceability. That the Mortgage Borrower has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware; that the execution, delivery, and performance of the Loan Documents by the Mortgage Borrower have been duly authorized by all necessary limited liability company action; and that the Loan Documents constitute the legal, valid, and binding obligations of the Mortgage Borrower, enforceable against the Mortgage Borrower in accordance with their respective terms, subject to customary qualifications and exceptions (including bankruptcy, insolvency, and equitable principles).

(b) No Conflicts. That the execution, delivery, and performance of the Loan Documents by the Mortgage Borrower do not and will not violate, conflict with, or result in a breach of (i) the organizational documents of the Mortgage Borrower, (ii) any applicable law, rule, or regulation, or (iii) any order, judgment, or decree of any court or governmental authority binding on the Mortgage Borrower.

(c) SPE/Non-Consolidation. The non-consolidation opinion described in Section III.A.7 above, confirming that a court would not substantively consolidate the Mortgage Borrower with MTDC in a bankruptcy proceeding.

(d) Usury Savings. That the interest rate and other charges under the Senior Mortgage Loan do not violate the usury laws of the State of New York (N.Y. Gen. Oblig. Law § 5-501 et seq.) or any other applicable usury statute. This opinion takes into account the exemptions available under N.Y. Banking Law § 14-a and N.Y. Gen. Oblig. Law § 5-501(6)(b) for loans in excess of $2,500,000.

(e) True Sale/True Contribution. To the extent applicable, an opinion that the transfer or contribution of the leasehold interest from MTDC to the Mortgage Borrower constitutes a true sale or true contribution and not a financing transaction. The applicability of this opinion will depend on the structure of the transfer, which is being finalized.

Drafts of the opinion letter have been circulated by C&H (Nakamura and Fairchild) to Clearfield (Whitmore) for comment. The opinion is expected to be finalized by June 12, 2025, subject to the resolution of any comments from Clearfield. The opinion is subject to certain customary assumptions, qualifications, and limitations, which are being negotiated with Clearfield in accordance with market practice and the guidelines of the Accord of the ABA Section of Business Law.

2. Zoning Opinion — Bring-Down or Reliance Letter. As described in Section III.C.1 above, the Zoning Opinion was delivered by Hargrove & Linden on April 15, 2025. A bring-down or reliance letter must be issued by Hargrove & Linden at closing, confirming that the conclusions expressed in the Zoning Opinion remain unchanged as of the Closing Date and that Ironclad and the Senior Lenders are entitled to rely thereon. C&H has requested the bring-down letter from Raymond Cho at Hargrove & Linden, and it is expected to be delivered by June 12, 2025.

3. Tax Opinion. Sylvia Hartwell (Partner, Tax, Calderwood & Harkness LLP) will prepare a tax opinion or tax memorandum addressing any tax issues arising from MTDC's status as a tax-exempt public-benefit corporation organized under Illinois law and the implications of such status for the SPE borrower structure, including without limitation: (a) whether the income of HYW Mortgage LLC will be subject to federal, state, or local income tax; (b) any unrelated business taxable income ("UBTI") considerations; (c) any transfer tax or documentary stamp tax implications of the contribution of the leasehold interest to HYW Mortgage LLC; and (d) any other tax matters reasonably requested by Ironclad. The tax opinion will be delivered at or prior to closing.

4. Local Counsel Opinion. If required by Ironclad, a local counsel opinion may be delivered by a New York-qualified attorney (which may be an C&H attorney admitted in New York) regarding the due formation and qualification of HYW Mortgage LLC in the State of New York, and confirming that the Leasehold Mortgage is in recordable form and that the recording taxes and fees have been properly calculated. C&H is prepared to deliver this opinion if Ironclad so requires.

5. Audited Financial Statements. The audited consolidated financial statements of MTDC for the fiscal year ended December 31, 2024 ("FY2024"), prepared by Whitfield Albrecht & Co. LLP ("Whitfield Albrecht") (Sandra Okonkwo, CPA, Engagement Partner), have been delivered to Ironclad and Granite Peak. The FY2024 audited financial statements reflect total operating revenue of $1,120,000,000 and net assets of $3,700,000,000. The financial statements received an unqualified (clean) audit opinion from Whitfield Albrecht. No additional action is required with respect to this deliverable. Status: Satisfied.

J. Equity Contribution and Sources of Funds

The closing of the Financing requires confirmation that all sources of funds are available and committed. The following deliverables are required:

1. MTDC Equity Contribution. MTDC must demonstrate at or prior to closing that it has deposited, or is unconditionally prepared to deposit on the Closing Date, its required equity contribution of Two Hundred Million Dollars ($200,000,000) to the construction disbursement account at Ironclad. The equity contribution represents the difference between the total project cost of $920,000,000 and the sum of total Financing proceeds of $675,000,000 (Senior Mortgage Loan of $475,000,000 plus Mezzanine Loan of $200,000,000) and the NYC Transit Infrastructure Grant of $45,000,000. The equity must be contributed in cash or immediately available funds by wire transfer on the Closing Date. MTDC (Subramanian) must provide Ironclad with evidence of the source of the eq

MEMORANDUM
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 55th Floor New York, New York 10006
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
TO:
Lydia Okafor, General Counsel, Metropolitan Transit Development Corp. Connor McBride, Project Director, Hudson Yards West, Metropolitan Transit Development Corp.
FROM:
Grace Nakamura, Senior Associate, Real Estate, Calderwood & Harkness LLP
DATE: June 1, 2025
RE: Summary of Conditions Precedent to Closing and Borrower Obligations — $675,000,000 Senior Mortgage and Mezzanine Financing for Hudson Yards West (C&H Matter No. 1031-00004)
CC:
Douglas Fairchild, Partner, Real Estate, Calderwood & Harkness LLP Angela Fontaine, Partner, Real Estate, Calderwood & Harkness LLP Rafael Dominguez, Associate, Real Estate, Calderwood & Harkness LLP Sylvia Hartwell, Partner, Tax, Calderwood & Harkness LLP
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I. PURPOSE AND SCOPE OF MEMORANDUM
This memorandum has been prepared by Calderwood & Harkness LLP ("C&H" or the "Firm") for the exclusive internal use of Metropolitan Transit Development Corp. ("MTDC") and its authorized officers and counsel. The purpose of this memorandum is to consolidate and summarize all conditions precedent to the closing of the two-tranche financing for the Hudson Yards West mixed-use development project (the "Project") located at 450 West 34th Street, New York, New York 10001 (the "Project Site"). The financing consists of the following two facilities:
(a) Senior Mortgage Loan. A senior mortgage loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) (the "Senior Mortgage Loan") to be made by Ironclad National Bank, N.A., as administrative agent (the "Agent" or "Ironclad"), together with a lending syndicate consisting of Ridgeline Savings Bank, Atlas Mutual Insurance Company, Commonwealth Trust Company, Harborview Federal Savings Bank, and Meridian Pacific Bank (collectively with the Agent, the "Senior Lenders"), to Hudson Yards West Mortgage LLC, a Delaware limited liability company to be formed (the "Mortgage Borrower" or "HYW Mortgage LLC").
(b) Mezzanine Loan. A mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan") to be made by Granite Peak Capital Partners, LP ("Granite Peak"), to Hudson Yards West Mezzanine LLC, a Delaware limited liability company to be formed (the "Mezzanine Borrower" or "HYW Mezzanine LLC"). The Senior Mortgage Loan and the Mezzanine Loan are referred to collectively herein as the "Financing," and the aggregate principal amount of the Financing is Six Hundred Seventy-Five Million Dollars ($675,000,000).
The target closing date for both the Senior Mortgage Loan and the Mezzanine Loan is June 15, 2025 (the "Closing Date"). As set forth in the commitment letters executed by Ironclad (dated February 28, 2025) and Granite Peak (dated March 7, 2025), and as reiterated in Section 10.1 of the Senior Mortgage Loan Agreement and Section 9.1 of the Mezzanine Loan Agreement, time is of the essence with respect to the satisfaction of all conditions precedent to closing. Failure to satisfy all conditions precedent by the Closing Date may result in the termination of the lenders' commitments and the forfeiture of deposits and commitment fees previously paid by MTDC. As of the date of this memorandum, fourteen (14) calendar days remain until the Closing Date.
This memorandum has been prepared by reference to the following loan documents, all of which have been negotiated among the parties and are in various stages of finalization as of the date hereof:
(i) Senior Mortgage Loan Agreement, dated as of the Closing Date, among HYW Mortgage LLC, as Borrower, and Ironclad National Bank, N.A., as Agent, and the Senior Lenders (the "Senior Mortgage Loan Agreement");
(ii) Mezzanine Loan Agreement, dated as of the Closing Date, between HYW Mezzanine LLC, as Borrower, and Granite Peak Capital Partners, LP, as Lender (the "Mezzanine Loan Agreement"); and
(iii) All ancillary documents, instruments, certificates, agreements, opinions, and deliverables required under or in connection with the Senior Mortgage Loan Agreement and the Mezzanine Loan Agreement (collectively with the foregoing, the "Loan Documents").
The respective lenders' counsel have prepared and circulated their own closing checklists and conditions-precedent summaries. Clearfield & Associates LLP ("Clearfield"), acting through Harrison Whitmore, Esq., serves as counsel to Ironclad in connection with the Senior Mortgage Loan, and Voss Richter & Baines LLP ("VRB"), acting through Natasha Ivanovic, Esq., serves as counsel to Granite Peak in connection with the Mezzanine Loan. This memorandum cross-references the Clearfield closing checklist (last updated May 28, 2025) and the VRB closing checklist (last updated May 29, 2025) where applicable and should be read in conjunction with those materials. Additionally, C&H maintains a comprehensive closing checklist as a separate working document under Matter No. 1031-00004, which is described in further detail in Exhibit A hereto and is being updated on a rolling basis.
This memorandum is not a legal opinion. It is prepared solely for the convenience of MTDC and its officers in tracking the status of closing conditions and should not be relied upon as legal advice with respect to any particular transaction, legal issue, or course of action. In all cases, the terms of the Loan Documents themselves shall control, and MTDC and its officers should consult the relevant provisions of the Loan Documents (and confer with the undersigned) with respect to any questions regarding the specific requirements of any closing condition. This memorandum does not supersede, amend, or modify any Loan Document or any other agreement among the parties.
II. EXECUTIVE SUMMARY — STATUS OVERVIEW
Set forth below is a high-level summary of the categories of conditions precedent to the closing of the Financing, together with the current status of each category as of June 1, 2025, and the party or parties primarily responsible for satisfaction of each condition. This summary is intended to provide MTDC's management team with a dashboard-level overview; the detailed analysis of each condition is contained in Sections III and IV below.
As reflected above, the only category that has been substantially satisfied as of the date hereof is Environmental (Category D), and that category remains subject to the issuance of a reliance letter by Apex Environmental Consultants, Inc. permitting Ironclad and Granite Peak to rely on the Phase I Environmental Site Assessment. The Appraisal (Category E) has been delivered and accepted, but Ironclad has reserved the right to request a bring-down or update letter if the closing does not occur by June 15, 2025. All other categories are either in progress or have one or more outstanding items that must be resolved prior to closing.
With fourteen (14) calendar days remaining to the Closing Date, the transaction is on a compressed timeline. The critical path items are identified in detail in Section VII of this memorandum and include: (i) the resolution of outstanding intercreditor agreement issues between Clearfield and VRB; (ii) the receipt of the New York City Department of Buildings permit approval; (iii) the receipt of the NYCEDC consent to the leasehold mortgage; (iv) the execution of the GMP construction contract with Cobalt Construction Group, Inc.; and (v) the resolution of two title exceptions identified by Sentinel Title. Each of these items presents a risk of delay to the Closing Date if not resolved on the timeline set forth in Section V below.
The balance of this memorandum addresses each category of conditions precedent in detail, first for the Senior Mortgage Loan (Section III) and then for the Mezzanine Loan (Section IV), followed by the pre-closing timeline (Section V), post-closing obligations (Section VI), risk items and open issues (Section VII), key contacts (Section VIII), and concluding recommendations (Section IX).
III. CONDITIONS PRECEDENT TO CLOSING — SENIOR MORTGAGE LOAN
The following conditions precedent must be satisfied (or waived by Ironclad in its sole discretion) on or before the Closing Date in order for the Senior Lenders to fund the Senior Mortgage Loan. These conditions are set forth primarily in Article V of the Senior Mortgage Loan Agreement and in the Clearfield closing checklist. Unless otherwise noted, all references to sections of the "Loan Agreement" in this Section III are references to the Senior Mortgage Loan Agreement.
A. Entity Formation and Organizational Documents
The Senior Mortgage Loan Agreement requires that the Mortgage Borrower be a newly formed, single-purpose Delaware limited liability company that satisfies certain organizational and structural requirements designed to ensure bankruptcy remoteness and to support the non-consolidation opinion to be delivered by borrower's counsel at closing. The following deliverables are required:
1. Formation of HYW Mortgage LLC. The Mortgage Borrower is to be organized as "Hudson Yards West Mortgage LLC," a Delaware limited liability company formed for the sole purpose of owning the leasehold interest in the Project Site, entering into the Senior Mortgage Loan, and engaging in activities incidental thereto. A Certificate of Formation must be filed with the Delaware Secretary of State in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-201). Promptly following formation, the Mortgage Borrower must obtain an Employer Identification Number ("EIN") from the Internal Revenue Service on IRS Form SS-4. As of the date hereof, the formation documents are in final form and have been reviewed by both C&H and Clearfield. The target filing date with the Delaware Secretary of State is June 3, 2025, utilizing expedited 24-hour filing service to ensure that the Certificate of Formation is accepted and the certified copy is available by June 4, 2025.
2. Operating Agreement of HYW Mortgage LLC. The Mortgage Borrower's limited liability company agreement (the "Mortgage Borrower Operating Agreement") must be delivered in form and substance satisfactory to Ironclad and Clearfield. Pursuant to Section 5.1(b)(ii) of the Loan Agreement, the Mortgage Borrower Operating Agreement must contain the following single-purpose entity ("SPE") covenants and provisions:
(a) The Mortgage Borrower shall at all times maintain at least one (1) independent director (as defined in the Loan Agreement) whose affirmative vote is required for any voluntary bankruptcy filing, dissolution, or winding up of the Mortgage Borrower. The independent director shall be a natural person who is not, and has not been within the preceding five (5) years, (i) a member, partner, shareholder, director, officer, or employee of MTDC or any affiliate thereof, (ii) a creditor, supplier, or contractor of the Mortgage Borrower or MTDC, or (iii) a family member of any of the foregoing. C&H has engaged Ashgrove Services Inc. to provide independent director services, and the engagement letter is in final form.
(b) The Mortgage Borrower shall maintain its existence as a legal entity separate and apart from MTDC and any other affiliate, and shall comply with certain separateness covenants, including but not limited to: (I) maintaining separate books, records, and bank accounts; (II) not commingling its assets with the assets of any other person or entity; (III) conducting its business in its own name and holding itself out to the public as a separate entity; (IV) paying its own liabilities and expenses from its own funds; (V) maintaining adequate capitalization; (VI) observing all limited liability company formalities; and (VII) not guaranteeing or becoming obligated for the debts of any other entity (other than as expressly contemplated by the Loan Documents).
(c) The Mortgage Borrower shall not incur any indebtedness other than the Senior Mortgage Loan and trade payables incurred in the ordinary course of business not exceeding $500,000 in the aggregate at any time outstanding, in each case as permitted by Section 7.2(a) of the Loan Agreement.
The Mortgage Borrower Operating Agreement is currently in near-final form. C&H (Nakamura and Dominguez) is completing the final revisions based on Clearfield's comments received on May 30, 2025, and anticipates circulating a revised draft by June 2, 2025. There are no material outstanding issues with respect to the Mortgage Borrower Operating Agreement.
3. Certificate of Good Standing — Delaware. The Mortgage Borrower must deliver to Ironclad a certificate of good standing (or certificate of status) issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date. Given the target Closing Date of June 15, 2025, the good standing certificate must be dated no earlier than June 5, 2025. C&H will order the good standing certificate on an expedited basis immediately following the filing of the Certificate of Formation. If the Certificate of Formation is filed on June 3, 2025, the good standing certificate will be ordered on or about June 6, 2025.
4. Qualification to Do Business in New York. HYW Mortgage LLC must be qualified (or authorized) to transact business in the State of New York by filing an Application for Authority with the New York Department of State pursuant to Section 802 of the New York Limited Liability Company Law. The application must be accompanied by a certificate of existence issued by the Delaware Secretary of State (which may be the same certificate referenced in paragraph 3 above, or a separate certificate). C&H (Dominguez) will prepare and file the Application for Authority promptly upon the Delaware formation. The target filing date is June 6, 2025. Processing times for the New York Department of State are currently approximately two (2) to three (3) business days for expedited filings.
5. MTDC Organizational Documents. As the indirect owner and control party of the Mortgage Borrower, and as the proposed guarantor under the Guaranty Agreement and Completion Guaranty, MTDC must deliver to Ironclad the following organizational documents:
(a) Certified copies of MTDC's enabling or authorizing legislation, as enacted by the Illinois General Assembly, together with all amendments thereto, confirming MTDC's legal existence and authority to operate as a public-benefit transit development corporation organized under the laws of the State of Illinois.
(b) A certificate of existence (or equivalent certificate) issued by the Illinois Secretary of State, dated within thirty (30) days of the Closing Date, confirming that MTDC is in good standing and duly organized under the laws of Illinois.
(c) A certified copy of the current bylaws of MTDC, as amended through the date hereof.
(d) A certified copy of the resolution or resolutions adopted by the Board of Directors of MTDC (the "Board"), chaired by Margaret Kowalski, upon the recommendation of David Harrington, Executive Director, and Priya Subramanian, Chief Financial Officer, authorizing MTDC's participation in the Financing, including without limitation: (I) the formation of the Mortgage Borrower and the Mezzanine Borrower; (II) the execution, delivery, and performance by the Mortgage Borrower and the Mezzanine Borrower of the Loan Documents; (III) the execution, delivery, and performance by MTDC of the Guaranty Agreement, the Completion Guaranty, the Environmental Indemnity Agreements, and the Mezzanine Guaranty; (IV) the contribution of equity capital in the amount of $200,000,000 by MTDC; and (V) the designation of authorized officers to execute the Loan Documents on behalf of MTDC and the Borrowers. The draft resolution has been circulated by C&H to Lydia Okafor for inclusion in the board package, and the Board meeting is scheduled for June 5, 2025.
6. Incumbency Certificate. MTDC must deliver an incumbency certificate identifying the officers of MTDC authorized to execute the Loan Documents on behalf of MTDC, the Mortgage Borrower, and (to the extent applicable) the Mezzanine Borrower. The authorized officers to be named in the incumbency certificate are as follows: David Harrington (Executive Director), Priya Subramanian (Chief Financial Officer), Marcus Jennings (Vice President, Capital Programs), and Lydia Okafor (General Counsel). The incumbency certificate must include specimen signatures of each authorized officer and must be certified by the Secretary or an Assistant Secretary of MTDC.
7. Non-Consolidation Opinion. C&H, as borrower's counsel, is required to deliver a non-consolidation opinion letter addressed to Ironclad and the Senior Lenders, confirming that, based on certain assumptions and subject to certain qualifications and limitations, a court exercising competent jurisdiction would not, in a properly presented and argued case, substantively consolidate the assets and liabilities of HYW Mortgage LLC with those of MTDC or any other affiliate in the event of a bankruptcy proceeding involving MTDC or such affiliate. The non-consolidation opinion is one of the more substantively complex deliverables in connection with the closing and requires a thorough analysis of the SPE covenants set forth in the Mortgage Borrower Operating Agreement, the separateness covenants in the Loan Agreement, the capitalization of the Mortgage Borrower, and applicable case law. C&H has commenced preparation of the non-consolidation opinion and has circulated a preliminary draft to Clearfield for comment. The opinion is expected to be finalized by June 12, 2025.
B. Title and Survey
Clear and insurable title to the Project Site is a fundamental condition precedent to the Senior Mortgage Loan. The following deliverables are required in connection with title and survey matters:
1. ALTA Title Insurance Commitment. Ironclad requires delivery of an ALTA 2006 owner's and lender's title insurance commitment (Commitment No. STN-2025-MH-04178) issued by Sentinel Title & Escrow Company ("Sentinel Title") (Patricia Eng, Closing Officer), in the amount of $475,000,000, insuring Ironclad (as Agent for the Senior Lenders) that a valid first-priority leasehold mortgage lien will be placed upon the Project Site. The Project Site is legally described as Block 729, Lots 1, 5, 12, and 15, in the Borough of Manhattan, City of New York, and is commonly known as 450 West 34th Street, New York, New York 10001. The title commitment must insure the leasehold interest held by MTDC (and to be assigned or contributed to HYW Mortgage LLC at or prior to closing) under the Ground Lease dated June 1, 2020, between the New York City Economic Development Corporation ("NYCEDC"), as ground lessor, and MTDC, as ground lessee, recorded in the Office of the City Register, New York County, under City Register File Number ("CRFN") 2020000198762.
2. Title Search and Review of Schedule B Exceptions. The underlying title search was ordered by Sentinel Title on March 15, 2025, and the preliminary title commitment was received by C&H on or about April 5, 2025. C&H has been reviewing the Schedule B exceptions to the title commitment and is engaged in ongoing discussions with Clearfield regarding which exceptions are acceptable as "Permitted Exceptions" under the Loan Agreement and which must be removed or otherwise cured prior to closing. As of the date hereof, the review of Schedule B exceptions is in progress. Two specific exceptions are under active review and are discussed in greater detail in Section VII of this memorandum: (a) a historical easement benefiting the Metropolitan Transportation Authority ("MTA") for subsurface transit infrastructure, and (b) a possible encroachment of an adjacent building's canopy onto the Project Site. C&H is working with Sentinel Title (Eng) and Clearfield (Whitmore) to agree on curative measures or acceptable endorsements for each of these exceptions.
3. Required Title Endorsements. In addition to the base ALTA lender's title insurance policy, Ironclad requires the following endorsements to be issued as part of the final title policy:
(a) ALTA 9-06 (Restrictions, Encroachments, Minerals) — insuring against loss arising from the existence of certain covenants, conditions, and restrictions, encroachments, and mineral reservations affecting the Project Site;
(b) ALTA 3.1 (Zoning — Completed Structure) — insuring that the proposed improvements comply with applicable zoning ordinances and that the use of the Project Site as improved is permitted under such ordinances;
(c) ALTA 28.1 (Easement — Damage or Enforced Removal) — providing coverage against loss if an improvement on the Project Site is damaged or must be removed due to the exercise of an easement;
(d) Survey endorsement — insuring that the legal description in the title policy corresponds to the boundaries depicted on the ALTA/NSPS land title survey;
(e) Comprehensive endorsement — providing comprehensive coverage against various title defects;
(f) Usury endorsement (New York) — confirming that the title insurer has not excluded from coverage any defense based on usury;
(g) Doing-business endorsement — confirming that the failure of the insured lender to qualify to do business in New York does not affect the enforceability of the insured mortgage;
(h) Mezzanine financing endorsement — confirming that the existence of the Mezzanine Loan and the related pledge of membership interests do not adversely affect the priority or validity of the insured leasehold mortgage; and
(i) Such other endorsements as Ironclad may reasonably require and as are available in the State of New York.
Sentinel Title has confirmed that all of the foregoing endorsements are available and will be issued at closing, subject to the resolution of the two outstanding Schedule B exceptions referenced above and the payment of all applicable premiums.
4. ALTA/NSPS Land Title Survey. Ironclad requires delivery of a current ALTA/NSPS Land Title Survey of the Project Site, prepared by a licensed surveyor in the State of New York, dated not more than ninety (90) days prior to the Closing Date, and certified to Ironclad National Bank, N.A., Sentinel Title & Escrow Company, and Hudson Yards West Mortgage LLC. The survey must comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys and must include Table A optional items as specified in Exhibit D to the Loan Agreement. The survey must accurately depict the boundaries of the Project Site, all easements and rights-of-way of record, the ground lease demise, and the location and dimensions of all existing improvements (if any) on the Project Site. The survey must reflect no encroachments, boundary discrepancies, overlap areas, or survey defects that have not been previously disclosed to and approved by Ironclad. An updated survey has been ordered and is expected to be delivered to C&H by June 8, 2025.
5. Resolution of Title Exceptions; Payoff or Subordination of Existing Liens. All title exceptions that are not acceptable to Ironclad as "Permitted Exceptions" must be removed, cured, or insured over prior to the Closing Date. As of the date hereof, there are no known existing monetary liens on the leasehold interest in the Project Site (other than the lien of real property taxes, which are current). C&H has confirmed that the recording of the Ground Lease is reflected in the New York City Automated City Register Information System ("ACRIS") under CRFN 2020000198762 and that the leasehold mortgagee protections contained in Article 18 of the Ground Lease (including notice and cure rights, new lease provisions, and recognition agreements) are satisfactory to Ironclad and Clearfield, subject to the receipt of the NYCEDC consent to the leasehold mortgage discussed in Section III.C.5 below.
C. Governmental Approvals, Zoning, and Land Use
The Loan Agreement requires the Mortgage Borrower to demonstrate that the Project is in compliance with all applicable governmental approvals, zoning requirements, and land use regulations. The following deliverables are required:
1. Zoning Opinion Letter. A zoning opinion letter dated April 15, 2025 (the "Zoning Opinion"), has been delivered by Hargrove & Linden, P.C. ("Hargrove & Linden"), through Raymond Cho, Esq., a partner at that firm specializing in New York City zoning and land use. The Zoning Opinion confirms that the proposed improvements to be constructed on the Project Site are permitted either as-of-right or pursuant to the Uniform Land Use Review Procedure ("ULURP") approval described below, under the applicable provisions of the New York City Zoning Resolution (ZR). The Zoning Opinion addresses, among other things, the applicable zoning district (C6-4 with Hudson Yards Special Purpose District overlay), the permitted floor area ratio ("FAR"), the permitted uses (commercial, residential, and community facility), building height and setback requirements, parking requirements, and any applicable special permits or authorizations. Ironclad and Clearfield have reviewed the Zoning Opinion and have accepted it in form and substance, subject to the delivery of a bring-down or reliance letter at closing confirming that the conclusions expressed therein remain unchanged as of the Closing Date.
2. Evidence of ULURP Approval. The Project required ULURP approval for certain zoning actions, including a special permit and a zoning map amendment. The ULURP process was completed as follows:
(a) The New York City Planning Commission ("CPC") approved the ULURP application on September 12, 2023 (Application No. C 230415 ZSM), following a public hearing and the recommendation of Manhattan Community Board 4.
(b) The New York City Council approved the ULURP application on October 25, 2023, subject to certain conditions and modifications that are reflected in the CPC resolution as modified.
MTDC must deliver to Ironclad certified copies of each resolution (CPC and City Council), together with evidence that all conditions of the ULURP approval have been satisfied or will be satisfied prior to the commencement of construction. C&H has obtained copies of both resolutions from the New York City Department of City Planning and is in the process of having them certified. There are no known unsatisfied conditions of the ULURP approval that would prevent the commencement of construction on the Project Site as of the Closing Date, subject to the receipt of building permits from the NYC Department of Buildings as described below.
3. Satisfaction of ULURP Conditions. As noted above, the CPC and City Council approvals were granted subject to certain conditions, including conditions related to affordable housing set-aside commitments, public plaza and streetscape improvements, and certain design modifications. MTDC (through Connor McBride and the Project team) has confirmed that all conditions of the ULURP approval that must be satisfied prior to the commencement of construction have been or will be satisfied by the Closing Date. A detailed compliance matrix has been prepared by MTDC and reviewed by C&H and Hargrove & Linden. C&H will deliver a certificate of compliance to Ironclad at closing.
4. Building Permits and NYC Department of Buildings Approvals. The commencement of construction on the Project Site requires the issuance of all applicable building permits, demolition permits (to the extent demolition of any existing improvements is required), and other approvals from the New York City Department of Buildings ("DOB"). MTDC filed the building permit application with the DOB prior to the date hereof, and approval is anticipated by June 10, 2025. The building permit application encompasses the full scope of construction contemplated under the GMP construction contract with Cobalt Construction Group, Inc. (described in Section III.G below), including excavation, foundation work, structural framing, mechanical/electrical/plumbing systems, and building envelope. If the DOB permit is not received by June 10, 2025, the parties will need to consider whether a post-closing deliverable or permit escrow arrangement is acceptable to Ironclad, as discussed further in Section VII of this memorandum.
5. NYCEDC Consent to Leasehold Mortgage. The Ground Lease between NYCEDC and MTDC requires the prior written consent of NYCEDC to any mortgage or encumbrance placed upon the leasehold interest. Accordingly, MTDC must obtain and deliver to Ironclad a consent letter from NYCEDC (or its designee) approving the execution and recording of the Leasehold Mortgage in favor of Ironclad (as Agent for the Senior Lenders). The consent request was submitted by MTDC to NYCEDC on May 15, 2025, and MTDC anticipates receiving the consent by June 8, 2025. Connor McBride and Marcus Jennings are the MTDC contacts responsible for coordinating with NYCEDC on this matter. The NYCEDC consent is a condition precedent to both the Senior Mortgage Loan and the Mezzanine Loan, and its timely receipt is critical to the closing timeline. If the consent is not received by June 8, 2025, Connor McBride should escalate the matter with NYCEDC as described in Section VII below.
6. No Pending Condemnation or Governmental Proceedings. MTDC must deliver a certificate confirming that, to the best of its knowledge after due inquiry, there is no pending or, to the best of MTDC's knowledge, threatened condemnation, eminent domain, or other governmental proceeding that would adversely affect the Project Site or any portion thereof. C&H will prepare this certificate for execution by an authorized officer of MTDC at closing.
7. SEQRA/CEQR Compliance. To the extent that any action in connection with the Project required environmental review under the New York State Environmental Quality Review Act ("SEQRA") or the City Environmental Quality Review ("CEQR") process, MTDC must deliver evidence that all applicable SEQRA/CEQR requirements have been satisfied. The ULURP application was subject to CEQR review, and a Negative Declaration was issued by the CPC as lead agency, dated July 15, 2023 (CEQR No. 23DCP044M), confirming that the proposed action would not result in any significant adverse environmental impacts. A certified copy of the Negative Declaration will be delivered to Ironclad at closing.
D. Environmental. Environmental due diligence is a standard condition to any commercial real estate financing of this magnitude. The following deliverables are required:
1. Phase I Environmental Site Assessment. A Phase I Environmental Site Assessment ("Phase I ESA") was prepared by Apex Environmental Consultants, Inc. ("Apex Environmental") (Dr. Lena Kaur, Project Manager), bearing Project No. AEC-NY-25-0337 and dated March 20, 2025. The Phase I ESA was prepared in conformance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, and includes the requisite records review, site reconnaissance, interviews, and evaluation of historical uses. The Phase I ESA identifies no recognized environmental conditions ("RECs"), no controlled recognized environmental conditions ("CRECs"), and no historical recognized environmental conditions ("HRECs") at the Project Site. The report has been delivered to MTDC and C&H. A reliance letter must be issued by Apex Environmental, addressed to Ironclad and the Senior Lenders, permitting Ironclad to rely on the Phase I ESA as if it were an addressee thereof. The reliance letter has been requested and is expected to be delivered by June 13, 2025.
2. No Phase II ESA Required. Based on the findings of the Phase I ESA, which identified no RECs, no Phase II Environmental Site Assessment (subsurface investigation) is required. Ironclad has not indicated that it will require a Phase II ESA, and Clearfield has confirmed that the Phase I ESA is satisfactory to Ironclad in form and substance, subject to the delivery of the reliance letter.
3. Environmental Indemnity Agreement. HYW Mortgage LLC and MTDC (as guarantor) must execute and deliver at closing an Environmental Indemnity Agreement in favor of Ironclad (as Agent for the Senior Lenders), pursuant to which HYW Mortgage LLC and MTDC shall jointly and severally indemnify, defend, and hold harmless Ironclad and the Senior Lenders from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to the presence, release, or threatened release of hazardous substances at, on, under, or emanating from the Project Site. The Environmental Indemnity Agreement is a recourse obligation of MTDC, not subject to the non-recourse limitations applicable to the Senior Mortgage Loan. The form of Environmental Indemnity Agreement has been negotiated and is in near-final form.
4. NYC DEP Compliance. If required by Ironclad, MTDC shall deliver a compliance letter or confirmation from the New York City Department of Environmental Protection ("DEP") confirming that the Project Site is in compliance with all applicable DEP regulations, including regulations relating to stormwater management, sewer connections, and hazardous materials storage. As of the date hereof, Ironclad has not indicated that a DEP compliance letter is required, but C&H has reserved this item on the closing checklist pending Ironclad's final determination.
E. Appraisal. An independent appraisal of the Project is required to support the loan-to-value ratios specified in the Loan Agreement and to satisfy the requirements of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") and the Uniform Standards of Professional Appraisal Practice ("USPAP"). The following deliverables are required:
1. Appraisal Report. An appraisal report has been prepared by Broadstreet Appraisal Group, Inc. ("Broadstreet") (Marcus Tolliver, MAI, Senior Appraiser), bearing File No. BAG-25-1092 and dated April 1, 2025 (the "Appraisal"). The Appraisal is addressed to Ironclad National Bank, N.A. and the Senior Lenders and provides an opinion of the as-stabilized fair market value of the Project in the amount of One Billion Twenty-Five Million Dollars ($1,025,000,000). The Appraisal employs the income capitalization approach, the sales comparison approach, and the cost approach, and reconciles the value indications from each approach to arrive at the final opinion of value. The Appraisal has been reviewed by Ironclad's internal appraisal review department and has been accepted.
2. FIRREA and USPAP Compliance. The Appraisal complies with the requirements of FIRREA and USPAP, as confirmed by the appraiser's certification included in the Appraisal report. The Appraisal also complies with the Interagency Appraisal and Evaluation Guidelines issued by the federal banking regulatory agencies. Marcus Tolliver, the primary appraiser, is a certified general real estate appraiser licensed in the State of New York (License No. 46-51827) and holds the MAI designation from the Appraisal Institute.
3. Loan-to-Value Ratios. Based on the appraised value of $1,025,000,000, the loan-to-value ratios at closing are as follows:
(a) Senior LTV: $475,000,000 ÷ $1,025,000,000 = 46.34%
(b) Combined LTV (Senior + Mezzanine): $675,000,000 ÷ $1,025,000,000 = 65.85%
Both the Senior LTV and the Combined LTV are within the maximum Combined LTV covenant of 70.0% as set forth in Section 8.3(b) of the Senior Mortgage Loan Agreement and Section 7.3(b) of the Mezzanine Loan Agreement. There is approximately 4.15 percentage points of cushion between the Combined LTV at closing and the maximum Combined LTV covenant, which provides a margin of comfort but underscores the importance of the Project's achieving the projected stabilized value.
4. Bring-Down or Update Letter. If Ironclad determines that the Appraisal requires updating prior to closing (e.g., due to changes in market conditions or the passage of time since the effective date of the Appraisal), Broadstreet has agreed to provide a bring-down or update letter within five (5) business days of any such request by Ironclad. As of the date hereof, Ironclad has not requested a bring-down letter, but C&H has advised Broadstreet to be prepared to respond promptly if such a request is made.
F. Insurance. Adequate insurance coverage is a critical condition to the Senior Mortgage Loan, as the Loan Agreement requires that the Project be insured against various risks during the construction period and thereafter. The following deliverables are required:
1. Builder's Risk Insurance. Builder's risk insurance (also known as course of construction insurance) must be obtained in an amount not less than Five Hundred Million Dollars ($500,000,000), representing the estimated full replacement cost of the improvements to be constructed on the Project Site. The builder's risk policy must be issued by Fortis Indemnity Insurance Co. ("Fortis"), which is an insurer with an A.M. Best rating of A (Excellent) or higher, as required by the Loan Agreement. The policy must name Ironclad National Bank, N.A. (as Agent for the Senior Lenders) as mortgagee and additional insured, and must name Granite Peak Capital Partners, LP as additional insured. The insurance has been arranged by Castleton Insurance Brokerage, Inc. ("Castleton") (Brian Jessup, Account Executive). As of the date hereof, an insurance binder has been received from Fortis, and the final policy is being prepared for delivery at or prior to closing. C&H and Clearfield have reviewed the binder and have identified certain minor endorsement requirements that are being coordinated with Castleton.
2. Commercial General Liability Insurance. Commercial general liability ("CGL") insurance must be obtained with minimum limits of $25,000,000 per occurrence and $50,000,000 in the aggregate, as required by Section 6.4(b) of the Loan Agreement. Ironclad must be named as an additional insured on the CGL policy. The CGL policy has been placed through Castleton and a binder has been received. Evidence of the final policy will be delivered at closing.
3. Workers' Compensation and Employer's Liability Insurance. Workers' compensation insurance must be obtained in statutory limits as required by the New York Workers' Compensation Law, together with employer's liability insurance in amounts not less than $1,000,000 per accident / $1,000,000 per disease / $1,000,000 policy limit (or such higher limits as required by the Loan Agreement). This obligation applies both to MTDC as the project owner and to Cobalt Construction Group, Inc. as the general contractor, and evidence of Cobalt's workers' compensation coverage must also be delivered at closing. Compliance with New York workers' compensation requirements is mandatory as a condition to the issuance of building permits and the commencement of construction.
4. Flood Insurance. If the Project Site is determined to be located within a Federal Emergency Management Agency ("FEMA") Special Flood Hazard Area ("SFHA"), flood insurance must be obtained in the maximum amount available under the National Flood Insurance Program ("NFIP") or from a private insurer, as required by the Flood Disaster Protection Act of 1973 and the Loan Agreement. A FEMA flood zone determination has been ordered but is pending as of the date hereof. Given the Project Site's location in the Hudson Yards area of Manhattan, which is in proximity to the Hudson River, there is a possibility that all or a portion of the Project Site may be within an SFHA (Zone AE or Zone VE). If a flood zone determination places the Project Site in an SFHA, additional flood insurance will need to be obtained and, depending on the circumstances, an elevation certificate may also be required. This item is flagged as a risk item in Section VII below.
5. Terrorism/TRIA Coverage. Ironclad requires terrorism insurance coverage as defined in the Terrorism Risk Insurance Act of 2002 ("TRIA"), as amended and reauthorized. Terrorism coverage must be included in the builder's risk and property insurance policies and must provide coverage for "certified acts of terrorism" as defined under TRIA. Castleton has confirmed that terrorism coverage is included in the Fortis builder's risk binder, and evidence of such coverage will be reflected in the final ACORD certificates delivered at closing.
6. ACORD Certificates and Evidence of Premium Payment. At closing, MTDC and HYW Mortgage LLC must deliver ACORD 25 (certificate of liability insurance), ACORD 28 (evidence of commercial property insurance), and ACORD 27 (evidence of property insurance) certificates for all required policies, together with all required endorsements (including additional insured endorsements, mortgagee endorsements, and waiver of subrogation endorsements). Evidence that all premiums have been paid in full for the initial policy period must also be delivered.
7. Insurance Consultant's Letter. Ironclad has requested that Castleton, as the insurance broker for the Project, deliver a broker's letter or insurance consultant's confirmation addressed to Ironclad and Granite Peak, confirming that all insurance policies obtained for the Project satisfy the minimum requirements of both the Senior Mortgage Loan Agreement and the Mezzanine Loan Agreement. Castleton (Jessup) has agreed to deliver this letter at closing.
G. Construction-Related Conditions
The Senior Mortgage Loan is a construction loan, and accordingly, a significant portion of the conditions precedent relate to the construction of the Project. The following deliverables are required:
1. Guaranteed Maximum Price (GMP) Construction Contract. An executed Guaranteed Maximum Price construction contract (Contract No. CCG-HYW-2025-001) must be delivered between HYW Mortgage LLC (as owner) and Cobalt Construction Group, Inc. ("Cobalt") (Frank DelVecchio, Chief Executive Officer), in the maximum amount of Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP Contract"). The GMP Contract must be in form and substance satisfactory to Ironclad and Clearfield, and must contain provisions required by the Loan Agreement, including without limitation: (a) assignment provisions permitting collateral assignment to Ironclad; (b) termination for cause and convenience provisions; (c) insurance and indemnification provisions; (d) retainage provisions acceptable to Ironclad; and (e) provisions permitting Ironclad to exercise step-in rights in the event of a default by the Mortgage Borrower. The GMP Contract is currently in final negotiation between MTDC (McBride) and Cobalt. As discussed further in Section VII below, Gail Merriman (Cobalt's CFO) has raised a retainage dispute that must be resolved before the GMP Contract can be executed. The target execution date is June 10, 2025.
2. Assignment of GMP Contract. Ironclad requires a collateral assignment of the GMP Contract (the "Collateral Assignment of Construction Contract") as additional security for the Senior Mortgage Loan. The Collateral Assignment of Construction Contract must be executed by HYW Mortgage LLC and consented to by Cobalt. A Consent and Agreement of Contractor must be executed by Cobalt (through an authorized officer), confirming Cobalt's consent to the collateral assignment and agreeing to provide notice and cure rights to Ironclad in the event of a default by HYW Mortgage LLC under the GMP Contract. C&H has circulated a draft Collateral Assignment and Consent and Agreement to Cobalt's counsel, and negotiations are proceeding in parallel with the GMP Contract negotiations.
3. Construction Budget and Schedule. MTDC must deliver to Ironclad a detailed construction budget and construction schedule, approved by the MTDC Project team and by Ironclad's construction consultant (if applicable). The construction schedule must reflect the following key milestones:
(a) Construction commencement: June 15, 2025 (the Closing Date);
(b) Substantial completion: December 15, 2027 (approximately 30 months from commencement);
(c) First Temporary Certificate of Occupancy ("TCO"): March 15, 2028 (approximately 3 months after substantial completion).
The construction budget must be consistent with the GMP of $412,000,000 and must include adequate contingency reserves. MTDC has prepared a preliminary construction budget and schedule, which is being finalized in coordination with Cobalt and Ironclad.
4. Property Condition Assessment / Structural Report. A property condition assessment and structural adequacy report has been prepared by Trident Structural Engineers, P.C. ("Trident") (Dr. Rajesh Banerjee, PE, Principal Engineer), confirming the structural adequacy of existing foundations (if any) and the suitability of site conditions for the proposed construction. The Trident report addresses geotechnical conditions, existing subsurface infrastructure (including the MTA transit infrastructure in the vicinity of the Project Site), and any structural considerations relevant to the proposed building design. The report has been delivered to MTDC and C&H. A reliance letter must be issued to Ironclad, which has been requested and is expected to be delivered by June 13, 2025.
5. Payment and Performance Bonds or Alternative Security. The Loan Agreement contemplates that Cobalt will provide either (a) payment and performance bonds from a surety company acceptable to Ironclad, covering the full amount of the GMP Contract, or (b) alternative security acceptable to Ironclad in lieu of bonds, which may include a combination of construction reserve and retainage provisions in the Loan Agreement and the GMP Contract. MTDC is currently negotiating with Ironclad regarding whether the construction reserve and retainage provisions contemplated by the Loan Agreement (including a 10% retainage on all hard costs until 50% completion, reducing to 5% thereafter) are sufficient in lieu of formal payment and performance bonds. This item is under active discussion and is expected to be resolved as part of the overall GMP Contract negotiations.
6. Construction Consultant's Report. If required by Ironclad, an independent construction consultant must deliver a feasibility report confirming the adequacy of the construction budget, the reasonableness of the construction schedule, and the overall feasibility of the proposed construction. Ironclad has retained Apex Project Advisors, Inc. as its construction consultant, and the feasibility report is expected to be delivered by June 10, 2025.
7. Contractor and Subcontractor Insurance. Cobalt and all subcontractors must maintain insurance coverage as required by the GMP Contract and the Loan Agreement, including commercial general liability, workers' compensation, employer's liability, automobile liability, umbrella/excess liability, and professional liability (for design professionals). ACORD certificates for all required contractor and subcontractor insurance must be delivered at or prior to closing.
8. Architect's Certificate and Plans and Specifications. The architect of record for the Project (to be identified in the final GMP Contract) must deliver an architect's certificate confirming that the plans and specifications for the Project have been completed, reviewed, and approved by the architect, MTDC, and the DOB (to the extent reflected in the building permit application). A complete set of plans and specifications, stamped and sealed by the architect of record, must be made available for review by Ironclad and Clearfield. Additionally, a Collateral Assignment of Architect's Agreement must be executed in favor of Ironclad.
H. Financial Covenants, Reserves, and Accounts
The financial provisions of the Loan Agreement require the establishment of certain reserve accounts and the satisfaction of financial covenants at closing. The following deliverables are required:
1. Establishment of Accounts. The Mortgage Borrower must establish all accounts required by the Senior Mortgage Loan Agreement at Ironclad (or at another eligible institution approved by Ironclad). The required accounts are as follows:
(a) Operating Account — for the receipt and disbursement of operating revenues and expenses;
(b) Interest Reserve Account — to fund estimated interest payments during the construction period;
(c) Construction Disbursement Account — for the disbursement of construction loan proceeds in accordance with the construction budget and draw procedures;
(d) Tax and Insurance Escrow Account — for the monthly escrow of real property taxes and insurance premiums;
(e) Replacement Reserve Account — for the accumulation of funds for future capital expenditures and replacements (to be funded post-completion);
(f) Rollover/TI/LC Reserve Account — for the accumulation of funds for tenant improvement and leasing commission costs in connection with tenant rollovers (to be funded post-completion);
(g) Debt Service Reserve Account — for the maintenance of a debt service reserve equal to a specified number of months of estimated debt service payments; and
(h) Hard Lockbox Account — a lockbox account into which all revenues from the Project will be deposited, with a springing cash sweep mechanism that will be activated upon the occurrence of a DSCR trigger (DSCR falling below 1.10x on a trailing twelve-month basis) or an Event of Default.
C&H is coordinating with Ironclad's account services department to prepare the necessary account opening documentation. Deposit Account Control Agreements ("DACAs") must be executed by HYW Mortgage LLC, Ironclad (as depository bank), and Ironclad (as secured party) for each of the foregoing accounts.
2. Pre-Funding of Interest Reserve. The interest reserve must be pre-funded at closing in an amount sufficient to cover estimated interest payments on the Senior Mortgage Loan during the construction period, which is projected to be approximately thirty (30) months (from June 15, 2025, to December 15, 2027). Interest on the Senior Mortgage Loan is calculated at a floating rate equal to Term SOFR (as determined in accordance with Section 2.3 of the Loan Agreement) plus a spread of 425 basis points (4.25%), subject to a SOFR floor of 1.00%. The exact amount of the interest reserve will be calculated at closing based on the then-current Term SOFR rate, the anticipated draw schedule, and the applicable interest period. MTDC (Subramanian) is working with Ironclad to model the interest reserve requirement based on current market conditions. As of May 31, 2025, one-month Term SOFR was approximately 4.32%, resulting in an all-in interest rate of approximately 8.57% (4.32% + 4.25%). The interest reserve calculation will be finalized within two (2) business days of closing.
3. Pre-Funding of Construction Contingency Reserve. The Loan Agreement requires the maintenance of a construction contingency reserve in an amount to be determined based on the approved construction budget and the recommendations of Ironclad's construction consultant. The contingency reserve is intended to cover cost overruns, change orders, and other unanticipated construction expenses. The amount of the contingency reserve will be finalized as part of the approved construction budget.
4. Financial Covenants at Closing. The Loan Agreement contains certain financial covenants that will be tested on a periodic basis following the completion of construction and the stabilization of the Project. At closing, the Mortgage Borrower must confirm that the financing satisfies the following financial covenant thresholds on a pro forma basis:
(a) Combined DSCR Covenant: Minimum 1.20x on a trailing twelve-month basis, tested quarterly. This covenant is applicable commencing upon the earlier of (i) the date that is twelve (12) months following the issuance of the first TCO, and (ii) the stabilization date. At projected stabilization, the estimated combined DSCR is projected to be approximately 1.25x, based on projected stabilized NOI of $58,200,000 and combined debt service of approximately $46,500,000 (comprising senior and mezzanine interest and principal payments).
(b) Combined LTV Covenant: Maximum 70.0%, tested annually on the basis of the most recent appraisal or Ironclad's internal valuation. At closing, the Combined LTV is 65.85%, as described in Section III.E.3 above.
(c) Combined Debt Yield Covenant: Minimum 8.0%, tested quarterly on a trailing twelve-month basis. This covenant is applicable commencing upon the same date as the DSCR covenant. At projected stabilization, the estimated combined debt yield is 8.62%, calculated as projected stabilized NOI of $58,200,000 divided by total combined indebtedness of $675,000,000.
(d) Stabilized NOI Projection: The pro forma financial projections delivered to Ironclad project a stabilized net operating income ("NOI") of $58,200,000 per year, commencing in Year 3 following projected completion (i.e., approximately 2031).
While the financial covenants described above are not tested at closing (they are tested post-completion), the Mortgage Borrower must deliver a certificate confirming that the pro forma projections support compliance with the covenants at stabilization.
5. Credit Rating of MTDC. Ironclad requires confirmation that the credit rating of MTDC assigned by the Pinnacle Ratings Group (the "Credit Rating") has not been downgraded, withdrawn, or placed on negative watch since the date of the commitment letter. The current Credit Rating is A– (Identifier PRG-MTDC-A-2024-1187), which was assigned on August 15, 2024. C&H has confirmed with Pinnacle Ratings Group that the Credit Rating remains in effect and has not been placed on review for downgrade as of the date hereof. A bring-down confirmation will be obtained immediately prior to closing.
I. Opinions of Counsel and Third-Party Reports
The following legal opinions and third-party reports must be delivered at or prior to the Closing Date:
1. Borrower's Counsel Opinion Letter. C&H, as borrower's counsel, must deliver an opinion letter addressed to Ironclad and the Senior Lenders covering the following matters:
(a) Due Authorization and Enforceability. That the Mortgage Borrower has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware; that the execution, delivery, and performance of the Loan Documents by the Mortgage Borrower have been duly authorized by all necessary limited liability company action; and that the Loan Documents constitute the legal, valid, and binding obligations of the Mortgage Borrower, enforceable against the Mortgage Borrower in accordance with their respective terms, subject to customary qualifications and exceptions (including bankruptcy, insolvency, and equitable principles).
(b) No Conflicts. That the execution, delivery, and performance of the Loan Documents by the Mortgage Borrower do not and will not violate, conflict with, or result in a breach of (i) the organizational documents of the Mortgage Borrower, (ii) any applicable law, rule, or regulation, or (iii) any order, judgment, or decree of any court or governmental authority binding on the Mortgage Borrower.
(c) SPE/Non-Consolidation. The non-consolidation opinion described in Section III.A.7 above, confirming that a court would not substantively consolidate the Mortgage Borrower with MTDC in a bankruptcy proceeding.
(d) Usury Savings. That the interest rate and other charges under the Senior Mortgage Loan do not violate the usury laws of the State of New York (N.Y. Gen. Oblig. Law § 5-501 et seq.) or any other applicable usury statute. This opinion takes into account the exemptions available under N.Y. Banking Law § 14-a and N.Y. Gen. Oblig. Law § 5-501(6)(b) for loans in excess of $2,500,000.
(e) True Sale/True Contribution. To the extent applicable, an opinion that the transfer or contribution of the leasehold interest from MTDC to the Mortgage Borrower constitutes a true sale or true contribution and not a financing transaction. The applicability of this opinion will depend on the structure of the transfer, which is being finalized.
Drafts of the opinion letter have been circulated by C&H (Nakamura and Fairchild) to Clearfield (Whitmore) for comment. The opinion is expected to be finalized by June 12, 2025, subject to the resolution of any comments from Clearfield. The opinion is subject to certain customary assumptions, qualifications, and limitations, which are being negotiated with Clearfield in accordance with market practice and the guidelines of the Accord of the ABA Section of Business Law.
2. Zoning Opinion — Bring-Down or Reliance Letter. As described in Section III.C.1 above, the Zoning Opinion was delivered by Hargrove & Linden on April 15, 2025. A bring-down or reliance letter must be issued by Hargrove & Linden at closing, confirming that the conclusions expressed in the Zoning Opinion remain unchanged as of the Closing Date and that Ironclad and the Senior Lenders are entitled to rely thereon. C&H has requested the bring-down letter from Raymond Cho at Hargrove & Linden, and it is expected to be delivered by June 12, 2025.
3. Tax Opinion. Sylvia Hartwell (Partner, Tax, Calderwood & Harkness LLP) will prepare a tax opinion or tax memorandum addressing any tax issues arising from MTDC's status as a tax-exempt public-benefit corporation organized under Illinois law and the implications of such status for the SPE borrower structure, including without limitation: (a) whether the income of HYW Mortgage LLC will be subject to federal, state, or local income tax; (b) any unrelated business taxable income ("UBTI") considerations; (c) any transfer tax or documentary stamp tax implications of the contribution of the leasehold interest to HYW Mortgage LLC; and (d) any other tax matters reasonably requested by Ironclad. The tax opinion will be delivered at or prior to closing.
4. Local Counsel Opinion. If required by Ironclad, a local counsel opinion may be delivered by a New York-qualified attorney (which may be an C&H attorney admitted in New York) regarding the due formation and qualification of HYW Mortgage LLC in the State of New York, and confirming that the Leasehold Mortgage is in recordable form and that the recording taxes and fees have been properly calculated. C&H is prepared to deliver this opinion if Ironclad so requires.
5. Audited Financial Statements. The audited consolidated financial statements of MTDC for the fiscal year ended December 31, 2024 ("FY2024"), prepared by Whitfield Albrecht & Co. LLP ("Whitfield Albrecht") (Sandra Okonkwo, CPA, Engagement Partner), have been delivered to Ironclad and Granite Peak. The FY2024 audited financial statements reflect total operating revenue of $1,120,000,000 and net assets of $3,700,000,000. The financial statements received an unqualified (clean) audit opinion from Whitfield Albrecht. No additional action is required with respect to this deliverable. Status: Satisfied.
J. Equity Contribution and Sources of Funds
The closing of the Financing requires confirmation that all sources of funds are available and committed. The following deliverables are required:
1. MTDC Equity Contribution. MTDC must demonstrate at or prior to closing that it has deposited, or is unconditionally prepared to deposit on the Closing Date, its required equity contribution of Two Hundred Million Dollars ($200,000,000) to the construction disbursement account at Ironclad. The equity contribution represents the difference between the total project cost of $920,000,000 and the sum of total Financing proceeds of $675,000,000 (Senior Mortgage Loan of $475,000,000 plus Mezzanine Loan of $200,000,000) and the NYC Transit Infrastructure Grant of $45,000,000. The equity must be contributed in cash or immediately available funds by wire transfer on the Closing Date. MTDC (Subramanian) must provide Ironclad with evidence of the source of the eq

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