1031-00004 · Hudson Yards West Mortgage LLC · Correspondence

letter-fairchild-okafor-key-terms.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 55th Floor New York, New York 10006

May 5, 2025

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

Re: Hudson Yards West — Summary of Key Business Terms and Remaining Client Decisions 450 West 34th Street, New York, NY 10001 C&H Matter No. 1031-00004

Dear Lydia:

I. Introduction

We write to advise you that Calderwood & Harkness LLP ("C&H") has substantially completed negotiations of the principal economic and structural terms of the $675,000,000 financing for the Hudson Yards West project (the "Project") on behalf of Metropolitan Transit Development Corp. ("MTDC"). As you know, those negotiations have proceeded on parallel tracks with Ironclad National Bank, N.A. ("Ironclad"), which will serve as administrative agent for the $475,000,000 senior mortgage construction-to-permanent loan, and Granite Peak Capital Partners, LP ("Granite Peak"), which will provide a $200,000,000 mezzanine loan. The purpose of this letter is threefold:

(a) to memorialize the key business terms as currently negotiated with Ironclad and Granite Peak, so that MTDC has a single reference document reflecting the state of play across both facilities;

(b) to identify three categories of open business points that require MTDC's direction before C&H can finalize the first drafts of the loan documents, which we are targeting for distribution to lender's counsel on May 15, 2025; and

(c) to request a client call or, alternatively, written direction from MTDC no later than May 9, 2025, in order to maintain our agreed-upon timeline toward a June 15, 2025 closing.

The terms described below are drawn from the executed senior mortgage term sheet dated February 28, 2025 (the "Senior Term Sheet") and the executed mezzanine term sheet dated March 7, 2025 (the "Mezzanine Term Sheet"), in each case as modified by the positions exchanged during subsequent negotiation sessions held on March 21, April 3, April 14, and April 28, 2025. Where a term has been modified from the executed term sheets through subsequent negotiation, we have noted the change. This letter does not purport to set forth every term of the financing; rather, it focuses on the material economic and structural provisions and on the specific open items requiring client direction.

II. Transaction Overview

The Project consists of a mixed-use, transit-oriented development to be constructed at 450 West 34th Street, New York, New York 10001, on the tax lots designated as Block 729, Lots 1, 5, 12, and 15 in the Borough of Manhattan (collectively, the "Project Site"). The Project Site is held pursuant to a ground lease from the New York City Economic Development Corporation ("NYCEDC") to MTDC, recorded in the Office of the City Register of the City of New York under CRFN 2020000198762 (the "Ground Lease"). The Ground Lease has a remaining term of approximately 95 years, inclusive of all extension options, which is well in excess of the lenders' requirements.

The Project received all requisite land use approvals through the Uniform Land Use Review Procedure ("ULURP"), with the City Planning Commission granting approval on September 12, 2023 and the New York City Council granting final approval on October 25, 2023. No further governmental land use approvals are required for construction of the Project as currently designed.

The total Project cost is estimated at $920,000,000, which includes hard construction costs, soft costs, financing costs, reserves, and contingencies. The anticipated sources of funds for the Project are as follows:

The financing will be structured through two newly formed Delaware special purpose entities: Hudson Yards West Mortgage LLC (the "Mortgage Borrower"), which will be the borrower under the senior mortgage loan, and Hudson Yards West Mezzanine LLC (the "Mezzanine Borrower"), which will be the borrower under the mezzanine loan and the sole member of the Mortgage Borrower. Both entities are Delaware limited liability companies to be formed in connection with the closing. Employer Identification Numbers will be obtained from the Internal Revenue Service upon formation, and we will coordinate with Sylvia Hartwell in C&H's Tax Group on all organizational and tax identification matters. MTDC will be the sole indirect equity owner of both borrowing entities through an organizational structure that will be documented in detail in the loan documents. We are working with MTDC's in-house team and outside tax advisors to finalize the organizational chart, which we expect to circulate separately.

III. Summary of Senior Mortgage Loan Terms

Set forth below is a summary of the principal terms of the senior mortgage construction-to-permanent loan as negotiated to date.

A. Loan Amount and Purpose

The senior mortgage loan will be in the principal amount of $475,000,000 (the "Senior Loan"). The Senior Loan is structured as a construction-to-permanent facility, meaning that the initial advances will fund construction of the Project and, upon satisfaction of specified conversion conditions (including achievement of substantial completion and a minimum occupancy threshold), the loan will convert to a permanent mortgage. The proceeds of the Senior Loan will be used to: (i) fund hard and soft construction costs in accordance with the guaranteed maximum price construction contract between the Mortgage Borrower and Cobalt Construction Group, Inc. ("CCG") (Contract No. CCG-HYW-2025-001; guaranteed maximum price of $412,000,000) (the "GMP Contract"), (ii) pay transaction costs and closing costs, and (iii) fund the interest reserve and operating reserves required under the loan documents.

B. Lender / Agent

Ironclad National Bank, N.A. will act as the administrative agent under the Senior Loan and will hold the largest share of the facility on its balance sheet at closing. Ironclad has indicated its intention to syndicate portions of the Senior Loan to additional financial institution participants following the closing. As of the date of this letter, the following institutions have been identified by Ironclad as anticipated syndication participants:

• Ridgeline Savings Bank

• Atlas Mutual Insurance Company

• Commonwealth Trust Company

• Harborview Federal Savings Bank

• Meridian Pacific Bank

Ironclad has represented that the syndication process will not delay or condition the closing, and that Ironclad is prepared to fund the entire Senior Loan commitment at closing if syndication is not yet complete. The loan agreement will contain customary syndication cooperation provisions requiring the Mortgage Borrower to assist Ironclad in the syndication process, including by providing financial information and participating in lender meetings.

C. Borrower. The borrower under the Senior Loan will be Hudson Yards West Mortgage LLC, a Delaware limited liability company to be formed as a single-purpose entity in accordance with customary SPE covenants. The SPE requirements will be set forth in the loan agreement and in the Mortgage Borrower's limited liability company agreement, and will include, among other things, restrictions on activities, maintenance of separate books and records, maintenance of adequate capitalization, and the appointment of an independent manager.

D. Interest Rate

The Senior Loan will bear interest at a floating rate equal to Term SOFR plus 425 basis points (4.25%) per annum, with a SOFR floor of 1.00%. Term SOFR will be determined on a one-month basis in accordance with CME Group benchmark administration conventions as published by the CME Term SOFR Administrator, inclusive of the applicable SOFR adjustment. Interest will be payable monthly in arrears.

For reference, as of May 1, 2025, one-month Term SOFR was approximately 4.33%, which would produce a current all-in interest rate of approximately 8.58%. The SOFR floor of 1.00% was a firm lender requirement during negotiations and is consistent with current market practice for construction loans of this size and risk profile. It is not expected to be operative at current rate levels but would provide a minimum return to the lenders in the event of a significant decline in short-term rates.

E. Term and Extension Options

The initial maturity date of the Senior Loan is June 15, 2029, which is four years from the anticipated closing date of June 15, 2025. The Mortgage Borrower will have two one-year extension options, each exercisable upon satisfaction of specified extension conditions (which are expected to include: (i) no Event of Default, (ii) compliance with financial covenants, (iii) payment of the applicable extension fee, and (iv) delivery of an updated interest rate cap agreement, if applicable). Please note that the extension fee amounts remain an open negotiation point, which is discussed in Section VI.B below. The exercise of the extension options would result in the following maturity schedule:

• Initial Maturity Date: June 15, 2029

• First Extended Maturity Date: June 15, 2030

• Final Extended Maturity Date: June 15, 2031

F. Origination Fee

The origination fee for the Senior Loan is $4,750,000, representing 1.00% of the total Senior Loan commitment amount. The origination fee is payable in full at closing and is non-refundable. This fee is consistent with the Senior Term Sheet and was not the subject of further negotiation.

G. Exit Fee

The Senior Loan will carry an exit fee equal to 0.25% of the then-outstanding principal balance, payable upon prepayment of the Senior Loan (whether voluntary or mandatory) or upon the maturity date (including any extended maturity date). This fee will be in addition to any prepayment premium or yield maintenance that may apply during any lockout period, the terms of which are being negotiated and will be set forth in the loan agreement.

H. Collateral. The Senior Loan will be secured by a comprehensive collateral package, consisting of the following:

(i) a first priority mortgage lien on the Mortgage Borrower's leasehold interest in the Project Site, including all improvements constructed thereon;

(ii) a first priority security interest in all personal property, fixtures, equipment, accounts, contract rights, general intangibles, chattel paper, instruments, rents, revenues, profits, and proceeds of the foregoing;

(iii) an assignment of leases and rents covering all present and future leases and rental income from the Project;

(iv) an assignment of the GMP Contract with Cobalt Construction Group, Inc., the architect's agreement, and the property management agreement with Evergreen Property Management LLC;

(v) a collateral assignment of the Ground Lease, together with all rights of the Mortgage Borrower thereunder; and

(vi) such other collateral as is customary for construction-to-permanent financings of this type, including assignments of permits, licenses, approvals, and plans and specifications.

All security instruments will be in recordable form and will be recorded or filed, as applicable, in the Office of the City Register of the City of New York and/or with the New York Department of State, as appropriate.

I. Title Insurance

A lender's title insurance policy will be issued by Sentinel Title & Escrow Company in the form of an ALTA 2006 lender's policy, in the amount of $475,000,000, insuring the first priority lien of the mortgage on the Mortgage Borrower's leasehold interest. The title commitment is identified as Commitment No. STN-2025-MH-04178. We are in the process of reviewing the title commitment and the underlying exception documents and anticipate that standard affirmative endorsements (including a leasehold endorsement, a survey endorsement, a contiguity endorsement, and a zoning endorsement, among others) will be required. We will circulate the title commitment and our comments under separate cover.

J. Financial Covenants (Combined Basis)

The Senior Loan will be subject to the following financial covenants, each tested on a combined basis (i.e., taking into account the aggregate of the Senior Loan and the Mezzanine Loan):

Debt Service Coverage Ratio ("DSCR"): Minimum of 1.20x, tested on a trailing twelve-month basis, quarterly. The DSCR will be calculated as the ratio of net operating income to combined annual debt service payments (principal and interest, if applicable) for the Senior Loan and the Mezzanine Loan.

Loan-to-Value Ratio ("LTV"): Maximum of 70.0%, tested annually based on an updated appraisal (at the Mortgage Borrower's expense if ordered by the lender outside of the annual cycle). The current combined LTV is approximately 65.85%, based on the aggregate principal amount of the Senior Loan and the Mezzanine Loan ($675,000,000) against the appraised value of $1,025,000,000, as set forth in the as-stabilized appraisal prepared by Broadstreet Appraisal Group (Report No. BAG-25-1092, dated April 1, 2025).

Debt Yield: Minimum of 8.0%, tested quarterly. Debt yield is calculated as the ratio of net operating income to total combined outstanding loan balances. The projected stabilized combined debt yield is approximately 8.62%, based on projected Year 3 (stabilized) net operating income of $58,200,000 against the total combined loan amount of $675,000,000.

Failure to satisfy any of the foregoing financial covenants will have consequences specified in the loan agreement, which are expected to include a requirement to make a principal paydown sufficient to restore compliance and, in the case of a DSCR breach, may also trigger the cash sweep provisions described in Section III.K below.

K. Cash Management

The Senior Loan will require a hard lockbox arrangement pursuant to which all rents and other revenues from the Project will be deposited directly into a lockbox account maintained at Ironclad. Funds on deposit in the lockbox account will be swept daily into a cash management account, from which required payments (including debt service, reserve deposits, and approved operating expenses) will be disbursed in accordance with a waterfall to be set forth in the loan agreement. The cash management structure will include a springing cash sweep, which will be triggered upon (i) the DSCR falling below 1.10x on a trailing twelve-month basis, or (ii) the occurrence of an Event of Default under the Senior Loan. Upon the triggering of the cash sweep, all excess cash flow (after payment of required obligations) will be held in a reserve account controlled by Ironclad as additional collateral for the Senior Loan.

L. Leasing Threshold

The loan agreement will require the Mortgage Borrower to achieve a minimum of 85% economic occupancy of the Project by September 15, 2029, which is thirty (30) months following the projected date of first temporary certificate of occupancy (March 15, 2028). Failure to achieve this threshold by the specified date may result in the imposition of additional reserves, a cash sweep, or, depending on the final negotiated terms, an Event of Default. The consequences of failure to achieve the leasing threshold are currently being discussed between the parties, and we will report to you separately on those negotiations.

IV. Summary of Mezzanine Loan Terms

Set forth below is a summary of the principal terms of the mezzanine loan as negotiated to date.

A. Loan Amount

The mezzanine loan will be in the principal amount of $200,000,000 (the "Mezzanine Loan").

B. Lender. The lender under the Mezzanine Loan is Granite Peak Capital Partners, LP, a Delaware limited partnership. Granite Peak is an institutional debt fund focused on commercial real estate mezzanine and preferred equity investments. To our knowledge, Granite Peak does not currently intend to syndicate or participate the Mezzanine Loan.

C. Borrower. The borrower under the Mezzanine Loan will be Hudson Yards West Mezzanine LLC, a Delaware limited liability company to be formed as a single-purpose entity. The Mezzanine Borrower will be the sole member of the Mortgage Borrower. MTDC will hold its equity interest in the Project through the Mezzanine Borrower, either directly or through one or more intermediate holding entities, as reflected in the final organizational chart.

D. Interest Rate

The Mezzanine Loan will bear interest at a fixed rate of 11.50% per annum. Interest will be payable monthly in arrears. No interest rate adjustment or floating rate provisions apply to the Mezzanine Loan. The fixed rate was a negotiated outcome; Granite Peak's initial proposal was 12.50%, and the parties compromised at 11.50% during the April 3, 2025 negotiation session.

E. Origination Fee

The origination fee for the Mezzanine Loan is $3,000,000, representing 1.50% of the total Mezzanine Loan amount. The origination fee is payable in full at closing and is non-refundable.

F. Exit Fee

The Mezzanine Loan will carry an exit fee equal to 0.50% of the then-outstanding principal balance, payable upon prepayment of the Mezzanine Loan (whether voluntary or mandatory) or upon the maturity date (including any extended maturity date).

G. Collateral. The Mezzanine Loan will be secured by a first priority pledge of 100% of the membership interests in the Mortgage Borrower (Hudson Yards West Mortgage LLC) held by the Mezzanine Borrower (Hudson Yards West Mezzanine LLC). The pledge will be evidenced by a pledge and security agreement and perfected by the filing of a UCC-1 financing statement with the Delaware Secretary of State. Granite Peak has also required that UCC title insurance be obtained in the amount of $200,000,000, to be issued by Sentinel Title & Escrow Company, insuring the first priority status of the pledge. We are coordinating with Sentinel Title on the issuance of the UCC title insurance policy.

H. Intercreditor Terms

An intercreditor agreement (the "Intercreditor Agreement") will be entered into between Ironclad and Granite Peak, governing the relative rights of the two lenders with respect to the Project collateral, the exercise of remedies, standstill periods, cure rights, purchase options, and subordination mechanics. The Intercreditor Agreement is being drafted by Clearfield & Associates LLP (Harrison Whitmore, lead partner) on behalf of Ironclad, with review and markup by Volkov, Reinhardt & Brody LLP ("VRB") (Natasha Ivanovic, lead partner) on behalf of Granite Peak. C&H is reviewing the Intercreditor Agreement from the borrower's perspective to ensure that it does not create obligations or restrictions that are inconsistent with the Mortgage Borrower's or the Mezzanine Borrower's rights and obligations under their respective loan documents.

The following key intercreditor terms have been negotiated and are substantially agreed:

Granite Peak Cure Rights. Granite Peak will have the right to cure defaults under the Senior Loan on behalf of the Mortgage Borrower, including: (i) the right to cure monetary defaults within ten (10) business days following receipt of notice from Ironclad, and (ii) the right to cure non-monetary defaults within thirty (30) calendar days following receipt of notice from Ironclad (with an additional thirty (30) days if the non-monetary default is of a nature that cannot reasonably be cured within the initial thirty-day period and Granite Peak is diligently pursuing such cure).

Purchase Option. Upon the occurrence of an Event of Default under the Senior Loan, Granite Peak will have the option to purchase the Senior Loan at par plus accrued and unpaid interest, together with any other amounts then due and owing under the Senior Loan documents. This purchase option will be exercisable within sixty (60) days following notice from Ironclad of the Senior Loan Event of Default.

Standstill Period. Ironclad will observe a standstill period of ninety (90) days following delivery of notice to Granite Peak of a Senior Loan Event of Default before exercising foreclosure or other material remedies, subject to customary exceptions for waste, dissipation of collateral, and bankruptcy filings.

Subordination. The Mezzanine Loan will be subordinate in right of payment to the Senior Loan. Granite Peak will not be permitted to accelerate the Mezzanine Loan or exercise remedies under the Mezzanine Loan during any standstill period, except as expressly permitted under the Intercreditor Agreement.

We will circulate the Intercreditor Agreement drafts and our comments to MTDC as they become available.

V. Guaranty / Recourse Carve-Outs

A. Agreed Framework

MTDC has agreed in principle to provide a guaranty of customary "bad-boy" (non-recourse carve-out) obligations in favor of both Ironclad (with respect to the Senior Loan) and Granite Peak (with respect to the Mezzanine Loan) (each, a "Guaranty" and collectively, the "Guaranties"). The Guaranties will be direct obligations of MTDC, supported by MTDC's balance sheet. For the lenders' benefit, we note the following financial indicators, which we expect will be cited in the loan documents:

• Net Assets: $3,700,000,000 (per the audited financial statements for fiscal year 2024, audited by Whitfield Albrecht LLP)

• Operating Revenue: $1,120,000,000 (fiscal year 2024)

• Credit Rating: A– from Pinnacle Ratings Group (Identifier: PRG-MTDC-A-2024-1187, affirmed January 2025)

MTDC's credit profile is strong, and both lenders have expressed satisfaction with MTDC as the guarantor. The outstanding question is not whether MTDC will provide a guaranty, but rather the scope of the carve-out obligations that will be covered by the Guaranty, as discussed below.

B. Open Item: Scope of Recourse Carve-Outs

The scope of the recourse carve-outs under the Guaranties remains the most significant open business term in the financing. We set forth below the three tiers of carve-out provisions currently under discussion, together with a description of each party's position and our recommendation for MTDC's consideration.

1. Full-Recourse Triggers (Springing Full Recourse to MTDC)

These are events that, if they occur, would convert the entire outstanding loan balance (of the applicable loan) to full personal recourse against MTDC under the Guaranty. In other words, upon the occurrence of a full-recourse trigger, MTDC would be liable for repayment of the entire outstanding principal balance, plus accrued interest and any other amounts due under the applicable loan.

Ironclad's current position is that the following events should constitute full-recourse triggers:

(i) A voluntary bankruptcy filing by any Borrower (i.e., the Mortgage Borrower or the Mezzanine Borrower);

(ii) An involuntary bankruptcy filing against any Borrower that is not dismissed within sixty (60) days of filing (Ironclad originally proposed a ninety (90) day dismissal period in the Senior Term Sheet; Granite Peak, in parallel negotiations, has insisted on a sixty (60) day period, and Ironclad has agreed to align with Granite Peak's position); and

(iii) A violation of the SPE covenants set forth in the loan agreement and the applicable Borrower's organizational documents.

MTDC's position, as communicated to us by David Harrington and Priya Subramanian in our April 14, 2025 discussion, is to limit springing full recourse solely to (a) voluntary bankruptcy filings and (b) collusive involuntary bankruptcy filings (i.e., involuntary filings in which a Borrower or any of its affiliates, including MTDC, has solicited, encouraged, or conspired with the filing creditors). MTDC's position is that SPE covenant violations should not constitute full-recourse triggers, on the basis that SPE violations are more appropriately addressed as Events of Default (with corresponding remedies) rather than as grounds for converting the entire loan to recourse. We believe MTDC's position is reasonable and defensible as a policy matter, and it is consistent with the position taken by many institutional sponsors in comparable financings.

That said, we note that Ironclad and Granite Peak may resist MTDC's position on SPE covenants, given the importance of the SPE structure to the bankruptcy remoteness of the borrowing entities. A potential compromise would be to include SPE covenant violations as full-recourse triggers only to the extent such violations are (a) intentional (as opposed to inadvertent or technical) and (b) material (i.e., a violation that, in the reasonable determination of the lenders, impairs the bankruptcy remoteness of the borrowing entity). This compromise would address the lenders' legitimate concern about deliberate breaches of SPE covenants while protecting MTDC from full-recourse exposure arising from technical or inadvertent violations.

We request MTDC's direction on whether to:

(a) maintain MTDC's current position firmly (i.e., exclude SPE violations entirely from full-recourse triggers);

(b) accept the compromise described above (i.e., include only intentional and material SPE violations); or

2. Loss Carve-Outs (Recourse for Losses)

These are events or circumstances in respect of which MTDC would be liable under the Guaranty for the actual losses sustained by the lenders as a result of the specified act or omission, rather than for the full outstanding loan balance. The following loss carve-out events are currently under discussion and are largely settled as consistent with market-standard terms:

(i) Fraud or willful misrepresentation by or on behalf of any Borrower or Guarantor;

(ii) Intentional misapplication or misappropriation of rents, insurance proceeds, or condemnation proceeds;

(iii) Waste of the Project or any material portion thereof;

(iv) Removal or disposal of any material portion of the Project collateral outside the ordinary course of business;

(v) Breach of environmental covenants, including the introduction of hazardous substances to the Project in violation of applicable environmental laws; and

(vi) Breach of ERISA-related representations and covenants.

There is one open point within the loss carve-outs: Ironclad seeks the inclusion of losses arising from any violation of the transfer restrictions set forth in the loan documents. MTDC views this as overly broad, as the transfer restrictions will cover a wide range of organizational and ownership changes, many of which may be technical or insubstantial. We recommend that MTDC propose limiting this carve-out to losses arising from transfers that are (a) intentional and (b) not otherwise permitted under the loan documents (i.e., the loss carve-out should not apply to any transfer that falls within the "permitted transfers" exception). We believe this is a reasonable and defensible position.

We request MTDC's direction on this point.

3. Cap on Aggregate Exposure

Both Ironclad and Granite Peak have proposed that the Guaranties be uncapped — meaning that MTDC's aggregate exposure under the Guaranties would not be subject to any dollar limitation. This is a common lender position, particularly for full-recourse triggers.

However, given MTDC's status as a government instrumentality with fiduciary obligations to the public and heightened public accountability, C&H recommends that MTDC carefully consider whether it is appropriate to propose an aggregate cap on carve-out guaranty exposure. An aggregate cap would limit MTDC's total liability under the Guaranties (across both the Senior Loan and the Mezzanine Loan) to a specified dollar amount, providing certainty around MTDC's maximum potential exposure and potentially simplifying any required internal or board-level approvals.

If MTDC determines that it wishes to propose an aggregate cap, we request direction on the proposed dollar amount. As a practical matter, we anticipate that the lenders will resist any cap, particularly on the full-recourse triggers (which, by their nature, are intended to make the full loan balance recourse). However, MTDC's strong credit profile, the quality of the Project, and the favorable LTV position may provide meaningful negotiating leverage on this point. An alternative approach would be to propose a cap only on the loss carve-outs (e.g., an aggregate loss carve-out cap of $50,000,000 or $75,000,000), while leaving the full-recourse triggers uncapped. We are happy to discuss the strategic considerations on a call.

We request MTDC's direction on whether to propose an aggregate cap and, if so, the proposed dollar amount or range.

We also wish to flag that, depending on the final scope of the Guaranties and the potential magnitude of MTDC's exposure, MTDC Board of Directors approval may be required before MTDC can execute the Guaranties. We recommend that you consult with Margaret Kowalski, Board Chair, on this question, and that you calendar a board session at the earliest practicable date if board-level authorization will be necessary. The closing timeline (June 15, 2025) leaves limited room for delay, and we want to ensure that any required governance approvals are obtained well in advance of closing.

VI. Additional Open Client Decisions

In addition to the guaranty scope issues discussed in Section V, the following open items require MTDC's direction.

A. Insurance Coverage Levels

1. Current Requirement. Under the Senior Term Sheet, Ironclad requires the Mortgage Borrower to maintain builder's risk insurance at full replacement cost during the construction period. Castleton Insurance Brokerage ("Castleton") (Brian Jessup, lead broker) has procured builder's risk coverage through Fortis Indemnity Insurance Co. in the amount of $500,000,000, which exceeds the lender's minimum requirement and provides coverage at replacement cost. This coverage has been confirmed and is not an open issue.

2. Open Item. Ironclad's draft insurance schedule, which was circulated on April 22, 2025, also requires the following coverages:

(a) Commercial General Liability ("CGL") Insurance: Minimum limits of $50,000,000 per occurrence and $100,000,000 aggregate, including products/completed operations coverage, contractual liability, and broad form property damage;

(b) Terrorism / TRIA Coverage: Coverage under the Terrorism Risk Insurance Act of 2002 (as reauthorized) at full replacement cost, including certified and non-certified acts of terrorism; and

(c) Flood Insurance: Coverage in excess of National Flood Insurance Program ("NFIP") limits, given that the Project Site is partially located within a flood hazard zone designated by FEMA.

Granite Peak is requesting insurance coverages identical to those required by Ironclad, with Granite Peak named as an additional insured and loss payee (as its interest may appear) on all applicable policies. This is customary in mezzanine financings, and we do not anticipate that it will present any issues.

The following items require MTDC's direction:

• CGL Limits. Whether MTDC wishes to push back on the $50,000,000/$100,000,000 CGL limits required by Ironclad's draft insurance schedule. Based on our review of comparable mixed-use development projects in the New York metropolitan area, the market-standard CGL limits for projects of this size are typically $25,000,000 per occurrence / $50,000,000 aggregate. Castleton (Brian Jessup) has confirmed that a policy at the higher Ironclad-requested limits is available but would add approximately $180,000 in annual premium over and above the cost of a policy at market-standard limits. While the incremental cost is not prohibitive, it is an ongoing expense for the duration of the policy, and MTDC may wish to negotiate the limits down to the market-standard range. We note that this is a point on which Ironclad may have flexibility, particularly if the overall insurance package is otherwise robust.

• Terrorism Self-Insurance. Whether MTDC wishes to self-insure any portion of the terrorism risk with respect to the Project. We understand that MTDC currently self-insures terrorism risk across its broader asset portfolio through an internal risk fund. However, both Ironclad and Granite Peak will likely require a standalone terrorism/TRIA policy regardless of MTDC's self-insurance program, as the lenders will want to be named as loss payees on a policy issued by a rated insurer. MTDC should therefore plan on procuring the terrorism/TRIA policy to satisfy lender requirements, but may wish to adjust its overall self-insurance allocation to account for the external coverage obtained for this Project. We are happy to facilitate a discussion between MTDC's risk management team and Castleton on this point.

• Flood Excess Layer. Whether MTDC authorizes Castleton to bind the flood excess layer. This coverage requires a separate placement and is estimated at approximately $75,000 in annual premium. Given that the Project Site is partially within a flood hazard zone, we believe this coverage is prudent and recommend that MTDC authorize the placement.

We request that MTDC provide direction on each of the foregoing insurance items and, if MTDC would find it helpful, we can arrange a call with Brian Jessup at Castleton to walk through the insurance coverage matrix in detail and discuss the cost-benefit considerations.

B. Extension Fee Amounts

1. Senior Loan Extensions. As discussed in Section III.E above, the Senior Loan will include two one-year extension options. The Senior Term Sheet provides for an extension fee to be paid in connection with the exercise of each option, but the amount of the fee has not been finally agreed. Ironclad's current position is an extension fee of 0.25% of the then-outstanding principal balance for each extension period. Assuming a full draw of the Senior Loan at the time of each extension, this would result in an extension fee of approximately $1,187,500 per extension.

MTDC counter-proposed an extension fee of 0.15% of the then-outstanding principal balance per extension during the April 14, 2025 negotiation session. Ironclad has indicated some flexibility on this point but has not yet accepted MTDC's counter-proposal. We request MTDC's bottom-line number for the extension fee. Additionally, we ask whether MTDC would be willing to accept a split structure — for example, 0.15% for the first extension and 0.25% for the second extension — as a compromise position. We believe such a split could be presented as a reasonable middle ground that rewards early exercise while preserving the lender's return in the event both extensions are exercised.

2. Mezzanine Loan Extensions. The Mezzanine Term Sheet is silent on extension fees. However, in informal discussions during the April 28, 2025 negotiation session, Granite Peak indicated that it may seek an extension fee of 0.50% of the then-outstanding principal balance for any extension of the Mezzanine Loan. We note that the Mezzanine Loan maturity is co-terminus with the Senior Loan, and that the extension of the Mezzanine Loan will be a condition to the exercise of the Senior Loan extension options. If Granite Peak formally requests a mezzanine extension fee at 0.50%, the aggregate cost of exercising both extensions (senior and mezzanine combined) would be meaningful.

C&H recommends that MTDC resist any mezzanine extension fee, given that the Mezzanine Term Sheet did not contemplate such a fee and that the mezzanine loan already carries a significantly higher interest rate and origination fee. Alternatively, if Granite Peak insists on a fee, we recommend capping the mezzanine extension fee at 0.25% per extension, to align with the senior loan extension fee. We request MTDC's direction on this point.

VII. Other Negotiated Terms of Note (For Information)

For MTDC's awareness, we provide below a brief summary of other material terms that are settled or substantially agreed and that do not require MTDC direction at this time. We include these items so that MTDC has a complete picture of the current state of the negotiation.

Construction Milestones. Substantial completion of the Project is projected for December 15, 2027, with the first temporary certificate of occupancy ("TCO") projected for March 15, 2028. The loan agreement will include a lender-required outside completion date, after which the failure to achieve substantial completion may constitute an Event of Default or trigger additional reserves. C&H will propose that the outside completion date be set at six (6) months past projected substantial completion (i.e., June 15, 2028), which we believe provides a reasonable cushion for construction delays while remaining within an acceptable range for the lenders.

Reserve Requirements. The loan agreement will require the Mortgage Borrower to maintain the following reserves: (i) an interest reserve (in an amount sufficient to cover projected interest payments during the construction period), (ii) a real estate tax escrow, (iii) an insurance escrow, (iv) a replacement reserve (funded from operating income following completion and stabilization), and (v) a tenant improvement and leasing commission reserve (funded at closing or upon conversion to permanent financing). The specific dollar amounts and funding mechanics for each reserve will be set forth in the loan agreement and are currently being calculated based on the approved budget and construction draw schedule.

Permitted Transfers. Transfers of non-controlling interests in MTDC's organizational structure will be exempt from the transfer restrictions in the loan documents, provided that such transfers do not result in a change of control of any Borrower or a violation of the SPE covenants. This exemption is important for MTDC's operational flexibility and is consistent with the organizational structure that will be reflected in the borrowing entity formation documents.

Property Management. Evergreen Property Management LLC (Teresa Langford, Principal) has been selected as the property manager for the Project and has been approved by both Ironclad and Granite Peak. The terms of the property management agreement, including the management fee rate, the scope of services, and the lenders' termination rights in the event of a default, will be addressed in the loan agreement and in a subordination and assignment of management agreement to be executed at closing.

Environmental. The Phase I Environmental Site Assessment prepared by Apex Environmental (Project No. AEC-NY-25-0337, delivered March 20, 2025) identified no recognized environmental conditions ("RECs") at the Project Site. No Phase II investigation was recommended or required. Both lenders have reviewed and accepted the Phase I ESA, and we do not anticipate any further environmental diligence requirements.

Zoning. A zoning opinion was delivered by Hargrove & Linden LLP (Raymond Cho) on April 15, 2025, confirming that the Project as currently designed constitutes a permitted use under the approved ULURP special permit (Application No. C 230415 ZSM) and that no additional zoning variances, special permits, or certifications are required. No open zoning issues have been identified.

Appraisal. Broadstreet Appraisal Group (Marcus Tolliver, MAI, lead appraiser) delivered the as-stabilized appraisal on April 1, 2025, establishing an as-stabilized value of $1,025,000,000 for the Project (Report No. BAG-25-1092). Both Ironclad and Granite Peak have reviewed and accepted the appraisal without qualification. The appraised value supports the financial covenant levels described in Section III.J above.

VIII. Requested Actions and Timeline

In order to maintain the targeted closing date of June 15, 2025, we respectfully request that MTDC take the following actions:

1. Recourse Carve-Out Guaranty Direction (Section V.B). Provide direction on the scope of the recourse carve-out guaranty, specifically: (a) MTDC's position on springing full-recourse triggers, including whether SPE covenant violations should be included (and, if so, under what limitations); (b) MTDC's position on the inclusion of transfer-restriction violations as a loss carve-out; and (c) whether MTDC wishes to propose an aggregate guaranty cap, and if so, the proposed dollar amount or range.

2. Extension Fee Amounts (Section VI.B). Confirm MTDC's final position on extension fee amounts for both the Senior Loan and the Mezzanine Loan, including whether MTDC would accept a split-fee structure for the Senior Loan extensions and MTDC's position on Granite Peak's informal request for a mezzanine extension fee.

3. Insurance Coverage Instructions (Section VI.A). Confirm MTDC's insurance coverage instructions, including: (a) whether to negotiate the CGL limits down from $50,000,000/$100,000,000 to market-standard levels; (b) MTDC's position on terrorism self-insurance in light of the lenders' policy requirements; and (c) authorization for Castleton to bind the flood excess layer at an estimated annual premium of $75,000.

4. Board Approval (Section V.B). Advise whether the guaranty scope (including any aggregate cap) will require MTDC Board of Directors approval and, if so, the earliest available board meeting date at which such authorization can be obtained.

5. SPE Borrower Entity Formation (Section II). Confirm the identities and Employer Identification Numbers for the Mortgage Borrower and the Mezzanine Borrower once formed. We can assist with the formation process and the preparation of the organizational documents, and will coordinate with Sylvia Hartwell on tax matters related to the SPE structure.

C&H requires direction on items 1 through 3 no later than May 9, 2025 in order to incorporate MTDC's final positions into the first complete drafts of the loan documents for distribution to Ironclad's counsel (Clearfield & Associates) and Granite Peak's counsel (Volkov, Reinhardt & Brody) by May 15, 2025. Any delay in receiving MTDC's direction on these items will likely result in a corresponding delay in the document distribution and, potentially, the closing timeline.

To discuss the foregoing, we are happy to schedule a call with Douglas Fairchild, Angela Fontaine, and Grace Nakamura at MTDC's convenience. We are available on Wednesday, May 7 and Thursday, May 8 at times convenient for you and the MTDC team. Please let us know your preference, and we will circulate a calendar invitation.

IX. Confidentiality Note

This letter and its contents are attorney-client privileged and confidential, prepared in connection with Calderwood & Harkness LLP's engagement as outside counsel to Metropolitan Transit Development Corp. in the Hudson Yards West financing transaction. The information contained herein reflects attorney work product and the substance of legal advice rendered by C&H to MTDC. This letter should not be shared with the lenders, their counsel, or any third party without prior consultation with C&H, as such disclosure could result in a waiver of the attorney-client privilege or work product protection.

X. Closing

We appreciate the opportunity to serve as counsel to MTDC on this significant transaction. The Hudson Yards West financing is proceeding on schedule, and we are confident that with timely direction on the open items identified above, we can maintain the June 15, 2025 closing timeline. We remain available to discuss any of the foregoing at your convenience by telephone, video conference, or in person.

In addition to Douglas Fairchild and Angela Fontaine, Grace Nakamura and Rafael Dominguez are working on this matter on a day-to-day basis and can field questions or coordinate discussions as needed. For any tax-related questions regarding the SPE borrower structure, entity formation, or related matters, please contact Sylvia Hartwell directly in C&H's Tax Group.

We look forward to hearing from you and to advancing this transaction toward a successful closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild Partner, Real Estate Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 554-7100

Email: dfairchild@calderwoodharkness.com

cc (via email):

David Harrington, Executive Director, Metropolitan Transit Development Corp. Priya Subramanian, Chief Financial Officer, Metropolitan Transit Development Corp. Marcus Jennings, Vice President, Real Estate Development, Metropolitan Transit Development Corp. Connor McBride, Project Director, Hudson Yards West, Metropolitan Transit Development Corp. Angela Fontaine, Partner, Calderwood & Harkness LLP Grace Nakamura, Senior Associate, Calderwood & Harkness LLP

Enclosures: None (reference documents available on C&H deal site at https://dealroom.calderwoodharkness.com/47281)

Source	Amount
Senior Mortgage Loan (Ironclad National Bank, N.A., as Agent)	$475,000,000
Mezzanine Loan (Granite Peak Capital Partners, LP)	$200,000,000
MTDC Equity Contribution	$200,000,000
NYC Transit Infrastructure Grant (NYCTIG-2024-HYW-0093)	$45,000,000
Total Sources	$920,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 55th Floor New York, New York 10006
May 5, 2025
Lydia Okafor, Esq. General Counsel Metropolitan Transit Development Corp. 200 South Michigan Avenue, Suite 3100 Chicago, Illinois 60604
Re: Hudson Yards West — Summary of Key Business Terms and Remaining Client Decisions 450 West 34th Street, New York, NY 10001 C&H Matter No. 1031-00004
Dear Lydia:
I. Introduction
We write to advise you that Calderwood & Harkness LLP ("C&H") has substantially completed negotiations of the principal economic and structural terms of the $675,000,000 financing for the Hudson Yards West project (the "Project") on behalf of Metropolitan Transit Development Corp. ("MTDC"). As you know, those negotiations have proceeded on parallel tracks with Ironclad National Bank, N.A. ("Ironclad"), which will serve as administrative agent for the $475,000,000 senior mortgage construction-to-permanent loan, and Granite Peak Capital Partners, LP ("Granite Peak"), which will provide a $200,000,000 mezzanine loan. The purpose of this letter is threefold:
(a) to memorialize the key business terms as currently negotiated with Ironclad and Granite Peak, so that MTDC has a single reference document reflecting the state of play across both facilities;
(b) to identify three categories of open business points that require MTDC's direction before C&H can finalize the first drafts of the loan documents, which we are targeting for distribution to lender's counsel on May 15, 2025; and
(c) to request a client call or, alternatively, written direction from MTDC no later than May 9, 2025, in order to maintain our agreed-upon timeline toward a June 15, 2025 closing.
The terms described below are drawn from the executed senior mortgage term sheet dated February 28, 2025 (the "Senior Term Sheet") and the executed mezzanine term sheet dated March 7, 2025 (the "Mezzanine Term Sheet"), in each case as modified by the positions exchanged during subsequent negotiation sessions held on March 21, April 3, April 14, and April 28, 2025. Where a term has been modified from the executed term sheets through subsequent negotiation, we have noted the change. This letter does not purport to set forth every term of the financing; rather, it focuses on the material economic and structural provisions and on the specific open items requiring client direction.
II. Transaction Overview
The Project consists of a mixed-use, transit-oriented development to be constructed at 450 West 34th Street, New York, New York 10001, on the tax lots designated as Block 729, Lots 1, 5, 12, and 15 in the Borough of Manhattan (collectively, the "Project Site"). The Project Site is held pursuant to a ground lease from the New York City Economic Development Corporation ("NYCEDC") to MTDC, recorded in the Office of the City Register of the City of New York under CRFN 2020000198762 (the "Ground Lease"). The Ground Lease has a remaining term of approximately 95 years, inclusive of all extension options, which is well in excess of the lenders' requirements.
The Project received all requisite land use approvals through the Uniform Land Use Review Procedure ("ULURP"), with the City Planning Commission granting approval on September 12, 2023 and the New York City Council granting final approval on October 25, 2023. No further governmental land use approvals are required for construction of the Project as currently designed.
The total Project cost is estimated at $920,000,000, which includes hard construction costs, soft costs, financing costs, reserves, and contingencies. The anticipated sources of funds for the Project are as follows:
The financing will be structured through two newly formed Delaware special purpose entities: Hudson Yards West Mortgage LLC (the "Mortgage Borrower"), which will be the borrower under the senior mortgage loan, and Hudson Yards West Mezzanine LLC (the "Mezzanine Borrower"), which will be the borrower under the mezzanine loan and the sole member of the Mortgage Borrower. Both entities are Delaware limited liability companies to be formed in connection with the closing. Employer Identification Numbers will be obtained from the Internal Revenue Service upon formation, and we will coordinate with Sylvia Hartwell in C&H's Tax Group on all organizational and tax identification matters. MTDC will be the sole indirect equity owner of both borrowing entities through an organizational structure that will be documented in detail in the loan documents. We are working with MTDC's in-house team and outside tax advisors to finalize the organizational chart, which we expect to circulate separately.
III. Summary of Senior Mortgage Loan Terms
Set forth below is a summary of the principal terms of the senior mortgage construction-to-permanent loan as negotiated to date.
A. Loan Amount and Purpose
The senior mortgage loan will be in the principal amount of $475,000,000 (the "Senior Loan"). The Senior Loan is structured as a construction-to-permanent facility, meaning that the initial advances will fund construction of the Project and, upon satisfaction of specified conversion conditions (including achievement of substantial completion and a minimum occupancy threshold), the loan will convert to a permanent mortgage. The proceeds of the Senior Loan will be used to: (i) fund hard and soft construction costs in accordance with the guaranteed maximum price construction contract between the Mortgage Borrower and Cobalt Construction Group, Inc. ("CCG") (Contract No. CCG-HYW-2025-001; guaranteed maximum price of $412,000,000) (the "GMP Contract"), (ii) pay transaction costs and closing costs, and (iii) fund the interest reserve and operating reserves required under the loan documents.
B. Lender / Agent
Ironclad National Bank, N.A. will act as the administrative agent under the Senior Loan and will hold the largest share of the facility on its balance sheet at closing. Ironclad has indicated its intention to syndicate portions of the Senior Loan to additional financial institution participants following the closing. As of the date of this letter, the following institutions have been identified by Ironclad as anticipated syndication participants:
• Ridgeline Savings Bank
• Atlas Mutual Insurance Company
• Commonwealth Trust Company
• Harborview Federal Savings Bank
• Meridian Pacific Bank
Ironclad has represented that the syndication process will not delay or condition the closing, and that Ironclad is prepared to fund the entire Senior Loan commitment at closing if syndication is not yet complete. The loan agreement will contain customary syndication cooperation provisions requiring the Mortgage Borrower to assist Ironclad in the syndication process, including by providing financial information and participating in lender meetings.
C. Borrower. The borrower under the Senior Loan will be Hudson Yards West Mortgage LLC, a Delaware limited liability company to be formed as a single-purpose entity in accordance with customary SPE covenants. The SPE requirements will be set forth in the loan agreement and in the Mortgage Borrower's limited liability company agreement, and will include, among other things, restrictions on activities, maintenance of separate books and records, maintenance of adequate capitalization, and the appointment of an independent manager.
D. Interest Rate
The Senior Loan will bear interest at a floating rate equal to Term SOFR plus 425 basis points (4.25%) per annum, with a SOFR floor of 1.00%. Term SOFR will be determined on a one-month basis in accordance with CME Group benchmark administration conventions as published by the CME Term SOFR Administrator, inclusive of the applicable SOFR adjustment. Interest will be payable monthly in arrears.
For reference, as of May 1, 2025, one-month Term SOFR was approximately 4.33%, which would produce a current all-in interest rate of approximately 8.58%. The SOFR floor of 1.00% was a firm lender requirement during negotiations and is consistent with current market practice for construction loans of this size and risk profile. It is not expected to be operative at current rate levels but would provide a minimum return to the lenders in the event of a significant decline in short-term rates.
E. Term and Extension Options
The initial maturity date of the Senior Loan is June 15, 2029, which is four years from the anticipated closing date of June 15, 2025. The Mortgage Borrower will have two one-year extension options, each exercisable upon satisfaction of specified extension conditions (which are expected to include: (i) no Event of Default, (ii) compliance with financial covenants, (iii) payment of the applicable extension fee, and (iv) delivery of an updated interest rate cap agreement, if applicable). Please note that the extension fee amounts remain an open negotiation point, which is discussed in Section VI.B below. The exercise of the extension options would result in the following maturity schedule:
• Initial Maturity Date: June 15, 2029
• First Extended Maturity Date: June 15, 2030
• Final Extended Maturity Date: June 15, 2031
F. Origination Fee
The origination fee for the Senior Loan is $4,750,000, representing 1.00% of the total Senior Loan commitment amount. The origination fee is payable in full at closing and is non-refundable. This fee is consistent with the Senior Term Sheet and was not the subject of further negotiation.
G. Exit Fee
The Senior Loan will carry an exit fee equal to 0.25% of the then-outstanding principal balance, payable upon prepayment of the Senior Loan (whether voluntary or mandatory) or upon the maturity date (including any extended maturity date). This fee will be in addition to any prepayment premium or yield maintenance that may apply during any lockout period, the terms of which are being negotiated and will be set forth in the loan agreement.
H. Collateral. The Senior Loan will be secured by a comprehensive collateral package, consisting of the following:
(i) a first priority mortgage lien on the Mortgage Borrower's leasehold interest in the Project Site, including all improvements constructed thereon;
(ii) a first priority security interest in all personal property, fixtures, equipment, accounts, contract rights, general intangibles, chattel paper, instruments, rents, revenues, profits, and proceeds of the foregoing;
(iii) an assignment of leases and rents covering all present and future leases and rental income from the Project;
(iv) an assignment of the GMP Contract with Cobalt Construction Group, Inc., the architect's agreement, and the property management agreement with Evergreen Property Management LLC;
(v) a collateral assignment of the Ground Lease, together with all rights of the Mortgage Borrower thereunder; and
(vi) such other collateral as is customary for construction-to-permanent financings of this type, including assignments of permits, licenses, approvals, and plans and specifications.
All security instruments will be in recordable form and will be recorded or filed, as applicable, in the Office of the City Register of the City of New York and/or with the New York Department of State, as appropriate.
I. Title Insurance
A lender's title insurance policy will be issued by Sentinel Title & Escrow Company in the form of an ALTA 2006 lender's policy, in the amount of $475,000,000, insuring the first priority lien of the mortgage on the Mortgage Borrower's leasehold interest. The title commitment is identified as Commitment No. STN-2025-MH-04178. We are in the process of reviewing the title commitment and the underlying exception documents and anticipate that standard affirmative endorsements (including a leasehold endorsement, a survey endorsement, a contiguity endorsement, and a zoning endorsement, among others) will be required. We will circulate the title commitment and our comments under separate cover.
J. Financial Covenants (Combined Basis)
The Senior Loan will be subject to the following financial covenants, each tested on a combined basis (i.e., taking into account the aggregate of the Senior Loan and the Mezzanine Loan):
Debt Service Coverage Ratio ("DSCR"): Minimum of 1.20x, tested on a trailing twelve-month basis, quarterly. The DSCR will be calculated as the ratio of net operating income to combined annual debt service payments (principal and interest, if applicable) for the Senior Loan and the Mezzanine Loan.
Loan-to-Value Ratio ("LTV"): Maximum of 70.0%, tested annually based on an updated appraisal (at the Mortgage Borrower's expense if ordered by the lender outside of the annual cycle). The current combined LTV is approximately 65.85%, based on the aggregate principal amount of the Senior Loan and the Mezzanine Loan ($675,000,000) against the appraised value of $1,025,000,000, as set forth in the as-stabilized appraisal prepared by Broadstreet Appraisal Group (Report No. BAG-25-1092, dated April 1, 2025).
Debt Yield: Minimum of 8.0%, tested quarterly. Debt yield is calculated as the ratio of net operating income to total combined outstanding loan balances. The projected stabilized combined debt yield is approximately 8.62%, based on projected Year 3 (stabilized) net operating income of $58,200,000 against the total combined loan amount of $675,000,000.
Failure to satisfy any of the foregoing financial covenants will have consequences specified in the loan agreement, which are expected to include a requirement to make a principal paydown sufficient to restore compliance and, in the case of a DSCR breach, may also trigger the cash sweep provisions described in Section III.K below.
K. Cash Management
The Senior Loan will require a hard lockbox arrangement pursuant to which all rents and other revenues from the Project will be deposited directly into a lockbox account maintained at Ironclad. Funds on deposit in the lockbox account will be swept daily into a cash management account, from which required payments (including debt service, reserve deposits, and approved operating expenses) will be disbursed in accordance with a waterfall to be set forth in the loan agreement. The cash management structure will include a springing cash sweep, which will be triggered upon (i) the DSCR falling below 1.10x on a trailing twelve-month basis, or (ii) the occurrence of an Event of Default under the Senior Loan. Upon the triggering of the cash sweep, all excess cash flow (after payment of required obligations) will be held in a reserve account controlled by Ironclad as additional collateral for the Senior Loan.
L. Leasing Threshold
The loan agreement will require the Mortgage Borrower to achieve a minimum of 85% economic occupancy of the Project by September 15, 2029, which is thirty (30) months following the projected date of first temporary certificate of occupancy (March 15, 2028). Failure to achieve this threshold by the specified date may result in the imposition of additional reserves, a cash sweep, or, depending on the final negotiated terms, an Event of Default. The consequences of failure to achieve the leasing threshold are currently being discussed between the parties, and we will report to you separately on those negotiations.
IV. Summary of Mezzanine Loan Terms
Set forth below is a summary of the principal terms of the mezzanine loan as negotiated to date.
A. Loan Amount
The mezzanine loan will be in the principal amount of $200,000,000 (the "Mezzanine Loan").
B. Lender. The lender under the Mezzanine Loan is Granite Peak Capital Partners, LP, a Delaware limited partnership. Granite Peak is an institutional debt fund focused on commercial real estate mezzanine and preferred equity investments. To our knowledge, Granite Peak does not currently intend to syndicate or participate the Mezzanine Loan.
C. Borrower. The borrower under the Mezzanine Loan will be Hudson Yards West Mezzanine LLC, a Delaware limited liability company to be formed as a single-purpose entity. The Mezzanine Borrower will be the sole member of the Mortgage Borrower. MTDC will hold its equity interest in the Project through the Mezzanine Borrower, either directly or through one or more intermediate holding entities, as reflected in the final organizational chart.
D. Interest Rate
The Mezzanine Loan will bear interest at a fixed rate of 11.50% per annum. Interest will be payable monthly in arrears. No interest rate adjustment or floating rate provisions apply to the Mezzanine Loan. The fixed rate was a negotiated outcome; Granite Peak's initial proposal was 12.50%, and the parties compromised at 11.50% during the April 3, 2025 negotiation session.
E. Origination Fee
The origination fee for the Mezzanine Loan is $3,000,000, representing 1.50% of the total Mezzanine Loan amount. The origination fee is payable in full at closing and is non-refundable.
F. Exit Fee
The Mezzanine Loan will carry an exit fee equal to 0.50% of the then-outstanding principal balance, payable upon prepayment of the Mezzanine Loan (whether voluntary or mandatory) or upon the maturity date (including any extended maturity date).
G. Collateral. The Mezzanine Loan will be secured by a first priority pledge of 100% of the membership interests in the Mortgage Borrower (Hudson Yards West Mortgage LLC) held by the Mezzanine Borrower (Hudson Yards West Mezzanine LLC). The pledge will be evidenced by a pledge and security agreement and perfected by the filing of a UCC-1 financing statement with the Delaware Secretary of State. Granite Peak has also required that UCC title insurance be obtained in the amount of $200,000,000, to be issued by Sentinel Title & Escrow Company, insuring the first priority status of the pledge. We are coordinating with Sentinel Title on the issuance of the UCC title insurance policy.
H. Intercreditor Terms
An intercreditor agreement (the "Intercreditor Agreement") will be entered into between Ironclad and Granite Peak, governing the relative rights of the two lenders with respect to the Project collateral, the exercise of remedies, standstill periods, cure rights, purchase options, and subordination mechanics. The Intercreditor Agreement is being drafted by Clearfield & Associates LLP (Harrison Whitmore, lead partner) on behalf of Ironclad, with review and markup by Volkov, Reinhardt & Brody LLP ("VRB") (Natasha Ivanovic, lead partner) on behalf of Granite Peak. C&H is reviewing the Intercreditor Agreement from the borrower's perspective to ensure that it does not create obligations or restrictions that are inconsistent with the Mortgage Borrower's or the Mezzanine Borrower's rights and obligations under their respective loan documents.
The following key intercreditor terms have been negotiated and are substantially agreed:
Granite Peak Cure Rights. Granite Peak will have the right to cure defaults under the Senior Loan on behalf of the Mortgage Borrower, including: (i) the right to cure monetary defaults within ten (10) business days following receipt of notice from Ironclad, and (ii) the right to cure non-monetary defaults within thirty (30) calendar days following receipt of notice from Ironclad (with an additional thirty (30) days if the non-monetary default is of a nature that cannot reasonably be cured within the initial thirty-day period and Granite Peak is diligently pursuing such cure).
Purchase Option. Upon the occurrence of an Event of Default under the Senior Loan, Granite Peak will have the option to purchase the Senior Loan at par plus accrued and unpaid interest, together with any other amounts then due and owing under the Senior Loan documents. This purchase option will be exercisable within sixty (60) days following notice from Ironclad of the Senior Loan Event of Default.
Standstill Period. Ironclad will observe a standstill period of ninety (90) days following delivery of notice to Granite Peak of a Senior Loan Event of Default before exercising foreclosure or other material remedies, subject to customary exceptions for waste, dissipation of collateral, and bankruptcy filings.
Subordination. The Mezzanine Loan will be subordinate in right of payment to the Senior Loan. Granite Peak will not be permitted to accelerate the Mezzanine Loan or exercise remedies under the Mezzanine Loan during any standstill period, except as expressly permitted under the Intercreditor Agreement.
We will circulate the Intercreditor Agreement drafts and our comments to MTDC as they become available.
V. Guaranty / Recourse Carve-Outs
A. Agreed Framework
MTDC has agreed in principle to provide a guaranty of customary "bad-boy" (non-recourse carve-out) obligations in favor of both Ironclad (with respect to the Senior Loan) and Granite Peak (with respect to the Mezzanine Loan) (each, a "Guaranty" and collectively, the "Guaranties"). The Guaranties will be direct obligations of MTDC, supported by MTDC's balance sheet. For the lenders' benefit, we note the following financial indicators, which we expect will be cited in the loan documents:
• Net Assets: $3,700,000,000 (per the audited financial statements for fiscal year 2024, audited by Whitfield Albrecht LLP)
• Operating Revenue: $1,120,000,000 (fiscal year 2024)
• Credit Rating: A– from Pinnacle Ratings Group (Identifier: PRG-MTDC-A-2024-1187, affirmed January 2025)
MTDC's credit profile is strong, and both lenders have expressed satisfaction with MTDC as the guarantor. The outstanding question is not whether MTDC will provide a guaranty, but rather the scope of the carve-out obligations that will be covered by the Guaranty, as discussed below.
B. Open Item: Scope of Recourse Carve-Outs
The scope of the recourse carve-outs under the Guaranties remains the most significant open business term in the financing. We set forth below the three tiers of carve-out provisions currently under discussion, together with a description of each party's position and our recommendation for MTDC's consideration.
1. Full-Recourse Triggers (Springing Full Recourse to MTDC)
These are events that, if they occur, would convert the entire outstanding loan balance (of the applicable loan) to full personal recourse against MTDC under the Guaranty. In other words, upon the occurrence of a full-recourse trigger, MTDC would be liable for repayment of the entire outstanding principal balance, plus accrued interest and any other amounts due under the applicable loan.
Ironclad's current position is that the following events should constitute full-recourse triggers:
(i) A voluntary bankruptcy filing by any Borrower (i.e., the Mortgage Borrower or the Mezzanine Borrower);
(ii) An involuntary bankruptcy filing against any Borrower that is not dismissed within sixty (60) days of filing (Ironclad originally proposed a ninety (90) day dismissal period in the Senior Term Sheet; Granite Peak, in parallel negotiations, has insisted on a sixty (60) day period, and Ironclad has agreed to align with Granite Peak's position); and
(iii) A violation of the SPE covenants set forth in the loan agreement and the applicable Borrower's organizational documents.
MTDC's position, as communicated to us by David Harrington and Priya Subramanian in our April 14, 2025 discussion, is to limit springing full recourse solely to (a) voluntary bankruptcy filings and (b) collusive involuntary bankruptcy filings (i.e., involuntary filings in which a Borrower or any of its affiliates, including MTDC, has solicited, encouraged, or conspired with the filing creditors). MTDC's position is that SPE covenant violations should not constitute full-recourse triggers, on the basis that SPE violations are more appropriately addressed as Events of Default (with corresponding remedies) rather than as grounds for converting the entire loan to recourse. We believe MTDC's position is reasonable and defensible as a policy matter, and it is consistent with the position taken by many institutional sponsors in comparable financings.
That said, we note that Ironclad and Granite Peak may resist MTDC's position on SPE covenants, given the importance of the SPE structure to the bankruptcy remoteness of the borrowing entities. A potential compromise would be to include SPE covenant violations as full-recourse triggers only to the extent such violations are (a) intentional (as opposed to inadvertent or technical) and (b) material (i.e., a violation that, in the reasonable determination of the lenders, impairs the bankruptcy remoteness of the borrowing entity). This compromise would address the lenders' legitimate concern about deliberate breaches of SPE covenants while protecting MTDC from full-recourse exposure arising from technical or inadvertent violations.
We request MTDC's direction on whether to:
(a) maintain MTDC's current position firmly (i.e., exclude SPE violations entirely from full-recourse triggers);
(b) accept the compromise described above (i.e., include only intentional and material SPE violations); or
(c) adopt a different position.
2. Loss Carve-Outs (Recourse for Losses)
These are events or circumstances in respect of which MTDC would be liable under the Guaranty for the actual losses sustained by the lenders as a result of the specified act or omission, rather than for the full outstanding loan balance. The following loss carve-out events are currently under discussion and are largely settled as consistent with market-standard terms:
(i) Fraud or willful misrepresentation by or on behalf of any Borrower or Guarantor;
(ii) Intentional misapplication or misappropriation of rents, insurance proceeds, or condemnation proceeds;
(iii) Waste of the Project or any material portion thereof;
(iv) Removal or disposal of any material portion of the Project collateral outside the ordinary course of business;
(v) Breach of environmental covenants, including the introduction of hazardous substances to the Project in violation of applicable environmental laws; and
(vi) Breach of ERISA-related representations and covenants.
There is one open point within the loss carve-outs: Ironclad seeks the inclusion of losses arising from any violation of the transfer restrictions set forth in the loan documents. MTDC views this as overly broad, as the transfer restrictions will cover a wide range of organizational and ownership changes, many of which may be technical or insubstantial. We recommend that MTDC propose limiting this carve-out to losses arising from transfers that are (a) intentional and (b) not otherwise permitted under the loan documents (i.e., the loss carve-out should not apply to any transfer that falls within the "permitted transfers" exception). We believe this is a reasonable and defensible position.
We request MTDC's direction on this point.
3. Cap on Aggregate Exposure
Both Ironclad and Granite Peak have proposed that the Guaranties be uncapped — meaning that MTDC's aggregate exposure under the Guaranties would not be subject to any dollar limitation. This is a common lender position, particularly for full-recourse triggers.
However, given MTDC's status as a government instrumentality with fiduciary obligations to the public and heightened public accountability, C&H recommends that MTDC carefully consider whether it is appropriate to propose an aggregate cap on carve-out guaranty exposure. An aggregate cap would limit MTDC's total liability under the Guaranties (across both the Senior Loan and the Mezzanine Loan) to a specified dollar amount, providing certainty around MTDC's maximum potential exposure and potentially simplifying any required internal or board-level approvals.
If MTDC determines that it wishes to propose an aggregate cap, we request direction on the proposed dollar amount. As a practical matter, we anticipate that the lenders will resist any cap, particularly on the full-recourse triggers (which, by their nature, are intended to make the full loan balance recourse). However, MTDC's strong credit profile, the quality of the Project, and the favorable LTV position may provide meaningful negotiating leverage on this point. An alternative approach would be to propose a cap only on the loss carve-outs (e.g., an aggregate loss carve-out cap of $50,000,000 or $75,000,000), while leaving the full-recourse triggers uncapped. We are happy to discuss the strategic considerations on a call.
We request MTDC's direction on whether to propose an aggregate cap and, if so, the proposed dollar amount or range.
We also wish to flag that, depending on the final scope of the Guaranties and the potential magnitude of MTDC's exposure, MTDC Board of Directors approval may be required before MTDC can execute the Guaranties. We recommend that you consult with Margaret Kowalski, Board Chair, on this question, and that you calendar a board session at the earliest practicable date if board-level authorization will be necessary. The closing timeline (June 15, 2025) leaves limited room for delay, and we want to ensure that any required governance approvals are obtained well in advance of closing.
VI. Additional Open Client Decisions
In addition to the guaranty scope issues discussed in Section V, the following open items require MTDC's direction.
A. Insurance Coverage Levels
1. Current Requirement. Under the Senior Term Sheet, Ironclad requires the Mortgage Borrower to maintain builder's risk insurance at full replacement cost during the construction period. Castleton Insurance Brokerage ("Castleton") (Brian Jessup, lead broker) has procured builder's risk coverage through Fortis Indemnity Insurance Co. in the amount of $500,000,000, which exceeds the lender's minimum requirement and provides coverage at replacement cost. This coverage has been confirmed and is not an open issue.
2. Open Item. Ironclad's draft insurance schedule, which was circulated on April 22, 2025, also requires the following coverages:
(a) Commercial General Liability ("CGL") Insurance: Minimum limits of $50,000,000 per occurrence and $100,000,000 aggregate, including products/completed operations coverage, contractual liability, and broad form property damage;
(b) Terrorism / TRIA Coverage: Coverage under the Terrorism Risk Insurance Act of 2002 (as reauthorized) at full replacement cost, including certified and non-certified acts of terrorism; and
(c) Flood Insurance: Coverage in excess of National Flood Insurance Program ("NFIP") limits, given that the Project Site is partially located within a flood hazard zone designated by FEMA.
Granite Peak is requesting insurance coverages identical to those required by Ironclad, with Granite Peak named as an additional insured and loss payee (as its interest may appear) on all applicable policies. This is customary in mezzanine financings, and we do not anticipate that it will present any issues.
The following items require MTDC's direction:
• CGL Limits. Whether MTDC wishes to push back on the $50,000,000/$100,000,000 CGL limits required by Ironclad's draft insurance schedule. Based on our review of comparable mixed-use development projects in the New York metropolitan area, the market-standard CGL limits for projects of this size are typically $25,000,000 per occurrence / $50,000,000 aggregate. Castleton (Brian Jessup) has confirmed that a policy at the higher Ironclad-requested limits is available but would add approximately $180,000 in annual premium over and above the cost of a policy at market-standard limits. While the incremental cost is not prohibitive, it is an ongoing expense for the duration of the policy, and MTDC may wish to negotiate the limits down to the market-standard range. We note that this is a point on which Ironclad may have flexibility, particularly if the overall insurance package is otherwise robust.
• Terrorism Self-Insurance. Whether MTDC wishes to self-insure any portion of the terrorism risk with respect to the Project. We understand that MTDC currently self-insures terrorism risk across its broader asset portfolio through an internal risk fund. However, both Ironclad and Granite Peak will likely require a standalone terrorism/TRIA policy regardless of MTDC's self-insurance program, as the lenders will want to be named as loss payees on a policy issued by a rated insurer. MTDC should therefore plan on procuring the terrorism/TRIA policy to satisfy lender requirements, but may wish to adjust its overall self-insurance allocation to account for the external coverage obtained for this Project. We are happy to facilitate a discussion between MTDC's risk management team and Castleton on this point.
• Flood Excess Layer. Whether MTDC authorizes Castleton to bind the flood excess layer. This coverage requires a separate placement and is estimated at approximately $75,000 in annual premium. Given that the Project Site is partially within a flood hazard zone, we believe this coverage is prudent and recommend that MTDC authorize the placement.
We request that MTDC provide direction on each of the foregoing insurance items and, if MTDC would find it helpful, we can arrange a call with Brian Jessup at Castleton to walk through the insurance coverage matrix in detail and discuss the cost-benefit considerations.
B. Extension Fee Amounts
1. Senior Loan Extensions. As discussed in Section III.E above, the Senior Loan will include two one-year extension options. The Senior Term Sheet provides for an extension fee to be paid in connection with the exercise of each option, but the amount of the fee has not been finally agreed. Ironclad's current position is an extension fee of 0.25% of the then-outstanding principal balance for each extension period. Assuming a full draw of the Senior Loan at the time of each extension, this would result in an extension fee of approximately $1,187,500 per extension.
MTDC counter-proposed an extension fee of 0.15% of the then-outstanding principal balance per extension during the April 14, 2025 negotiation session. Ironclad has indicated some flexibility on this point but has not yet accepted MTDC's counter-proposal. We request MTDC's bottom-line number for the extension fee. Additionally, we ask whether MTDC would be willing to accept a split structure — for example, 0.15% for the first extension and 0.25% for the second extension — as a compromise position. We believe such a split could be presented as a reasonable middle ground that rewards early exercise while preserving the lender's return in the event both extensions are exercised.
2. Mezzanine Loan Extensions. The Mezzanine Term Sheet is silent on extension fees. However, in informal discussions during the April 28, 2025 negotiation session, Granite Peak indicated that it may seek an extension fee of 0.50% of the then-outstanding principal balance for any extension of the Mezzanine Loan. We note that the Mezzanine Loan maturity is co-terminus with the Senior Loan, and that the extension of the Mezzanine Loan will be a condition to the exercise of the Senior Loan extension options. If Granite Peak formally requests a mezzanine extension fee at 0.50%, the aggregate cost of exercising both extensions (senior and mezzanine combined) would be meaningful.
C&H recommends that MTDC resist any mezzanine extension fee, given that the Mezzanine Term Sheet did not contemplate such a fee and that the mezzanine loan already carries a significantly higher interest rate and origination fee. Alternatively, if Granite Peak insists on a fee, we recommend capping the mezzanine extension fee at 0.25% per extension, to align with the senior loan extension fee. We request MTDC's direction on this point.
VII. Other Negotiated Terms of Note (For Information)
For MTDC's awareness, we provide below a brief summary of other material terms that are settled or substantially agreed and that do not require MTDC direction at this time. We include these items so that MTDC has a complete picture of the current state of the negotiation.
Construction Milestones. Substantial completion of the Project is projected for December 15, 2027, with the first temporary certificate of occupancy ("TCO") projected for March 15, 2028. The loan agreement will include a lender-required outside completion date, after which the failure to achieve substantial completion may constitute an Event of Default or trigger additional reserves. C&H will propose that the outside completion date be set at six (6) months past projected substantial completion (i.e., June 15, 2028), which we believe provides a reasonable cushion for construction delays while remaining within an acceptable range for the lenders.
Reserve Requirements. The loan agreement will require the Mortgage Borrower to maintain the following reserves: (i) an interest reserve (in an amount sufficient to cover projected interest payments during the construction period), (ii) a real estate tax escrow, (iii) an insurance escrow, (iv) a replacement reserve (funded from operating income following completion and stabilization), and (v) a tenant improvement and leasing commission reserve (funded at closing or upon conversion to permanent financing). The specific dollar amounts and funding mechanics for each reserve will be set forth in the loan agreement and are currently being calculated based on the approved budget and construction draw schedule.
Permitted Transfers. Transfers of non-controlling interests in MTDC's organizational structure will be exempt from the transfer restrictions in the loan documents, provided that such transfers do not result in a change of control of any Borrower or a violation of the SPE covenants. This exemption is important for MTDC's operational flexibility and is consistent with the organizational structure that will be reflected in the borrowing entity formation documents.
Property Management. Evergreen Property Management LLC (Teresa Langford, Principal) has been selected as the property manager for the Project and has been approved by both Ironclad and Granite Peak. The terms of the property management agreement, including the management fee rate, the scope of services, and the lenders' termination rights in the event of a default, will be addressed in the loan agreement and in a subordination and assignment of management agreement to be executed at closing.
Environmental. The Phase I Environmental Site Assessment prepared by Apex Environmental (Project No. AEC-NY-25-0337, delivered March 20, 2025) identified no recognized environmental conditions ("RECs") at the Project Site. No Phase II investigation was recommended or required. Both lenders have reviewed and accepted the Phase I ESA, and we do not anticipate any further environmental diligence requirements.
Zoning. A zoning opinion was delivered by Hargrove & Linden LLP (Raymond Cho) on April 15, 2025, confirming that the Project as currently designed constitutes a permitted use under the approved ULURP special permit (Application No. C 230415 ZSM) and that no additional zoning variances, special permits, or certifications are required. No open zoning issues have been identified.
Appraisal. Broadstreet Appraisal Group (Marcus Tolliver, MAI, lead appraiser) delivered the as-stabilized appraisal on April 1, 2025, establishing an as-stabilized value of $1,025,000,000 for the Project (Report No. BAG-25-1092). Both Ironclad and Granite Peak have reviewed and accepted the appraisal without qualification. The appraised value supports the financial covenant levels described in Section III.J above.
VIII. Requested Actions and Timeline
In order to maintain the targeted closing date of June 15, 2025, we respectfully request that MTDC take the following actions:
1. Recourse Carve-Out Guaranty Direction (Section V.B). Provide direction on the scope of the recourse carve-out guaranty, specifically: (a) MTDC's position on springing full-recourse triggers, including whether SPE covenant violations should be included (and, if so, under what limitations); (b) MTDC's position on the inclusion of transfer-restriction violations as a loss carve-out; and (c) whether MTDC wishes to propose an aggregate guaranty cap, and if so, the proposed dollar amount or range.
2. Extension Fee Amounts (Section VI.B). Confirm MTDC's final position on extension fee amounts for both the Senior Loan and the Mezzanine Loan, including whether MTDC would accept a split-fee structure for the Senior Loan extensions and MTDC's position on Granite Peak's informal request for a mezzanine extension fee.
3. Insurance Coverage Instructions (Section VI.A). Confirm MTDC's insurance coverage instructions, including: (a) whether to negotiate the CGL limits down from $50,000,000/$100,000,000 to market-standard levels; (b) MTDC's position on terrorism self-insurance in light of the lenders' policy requirements; and (c) authorization for Castleton to bind the flood excess layer at an estimated annual premium of $75,000.
4. Board Approval (Section V.B). Advise whether the guaranty scope (including any aggregate cap) will require MTDC Board of Directors approval and, if so, the earliest available board meeting date at which such authorization can be obtained.
5. SPE Borrower Entity Formation (Section II). Confirm the identities and Employer Identification Numbers for the Mortgage Borrower and the Mezzanine Borrower once formed. We can assist with the formation process and the preparation of the organizational documents, and will coordinate with Sylvia Hartwell on tax matters related to the SPE structure.
C&H requires direction on items 1 through 3 no later than May 9, 2025 in order to incorporate MTDC's final positions into the first complete drafts of the loan documents for distribution to Ironclad's counsel (Clearfield & Associates) and Granite Peak's counsel (Volkov, Reinhardt & Brody) by May 15, 2025. Any delay in receiving MTDC's direction on these items will likely result in a corresponding delay in the document distribution and, potentially, the closing timeline.
To discuss the foregoing, we are happy to schedule a call with Douglas Fairchild, Angela Fontaine, and Grace Nakamura at MTDC's convenience. We are available on Wednesday, May 7 and Thursday, May 8 at times convenient for you and the MTDC team. Please let us know your preference, and we will circulate a calendar invitation.
IX. Confidentiality Note
This letter and its contents are attorney-client privileged and confidential, prepared in connection with Calderwood & Harkness LLP's engagement as outside counsel to Metropolitan Transit Development Corp. in the Hudson Yards West financing transaction. The information contained herein reflects attorney work product and the substance of legal advice rendered by C&H to MTDC. This letter should not be shared with the lenders, their counsel, or any third party without prior consultation with C&H, as such disclosure could result in a waiver of the attorney-client privilege or work product protection.
X. Closing
We appreciate the opportunity to serve as counsel to MTDC on this significant transaction. The Hudson Yards West financing is proceeding on schedule, and we are confident that with timely direction on the open items identified above, we can maintain the June 15, 2025 closing timeline. We remain available to discuss any of the foregoing at your convenience by telephone, video conference, or in person.
In addition to Douglas Fairchild and Angela Fontaine, Grace Nakamura and Rafael Dominguez are working on this matter on a day-to-day basis and can field questions or coordinate discussions as needed. For any tax-related questions regarding the SPE borrower structure, entity formation, or related matters, please contact Sylvia Hartwell directly in C&H's Tax Group.
We look forward to hearing from you and to advancing this transaction toward a successful closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner, Real Estate Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 554-7100
Email: dfairchild@calderwoodharkness.com
cc (via email):
David Harrington, Executive Director, Metropolitan Transit Development Corp. Priya Subramanian, Chief Financial Officer, Metropolitan Transit Development Corp. Marcus Jennings, Vice President, Real Estate Development, Metropolitan Transit Development Corp. Connor McBride, Project Director, Hudson Yards West, Metropolitan Transit Development Corp. Angela Fontaine, Partner, Calderwood & Harkness LLP Grace Nakamura, Senior Associate, Calderwood & Harkness LLP
Enclosures: None (reference documents available on C&H deal site at https://dealroom.calderwoodharkness.com/47281)
Source | Amount
Senior Mortgage Loan (Ironclad National Bank, N.A., as Agent) | $475,000,000
Mezzanine Loan (Granite Peak Capital Partners, LP) | $200,000,000
MTDC Equity Contribution | $200,000,000
NYC Transit Infrastructure Grant (NYCTIG-2024-HYW-0093) | $45,000,000
Total Sources | $920,000,000

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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