Contract analysis

Section 1 — Matter Information Brief Description of Engagement: Representation of Metropolitan Transit Development Corp. ("MTDC") as borrower in connection with (a) a $475,000,000 senior mortgage construction loan from a syndicate led by Ironclad National Bank, N.A., as administrative agent (the "Senior Loan"), and (b) a $200,000,000 mezzanine loan from Granite Peak Capital Partners, LP (the "Mezzanine Loan"), for th

Section 2 — Client Information Additional Client Notes: MTDC is a government instrumentality organized under the laws of the State of Illinois pursuant to the Metropolitan Transit Authorities Act, 70 ILCS 3615, as amended. MTDC operates as an independent body corporate and politic and is authorized to engage in real estate development and financing activities in furtherance of its statutory mandate to promote transit

Section 3 — Engagement Team Staffing Notes: Given the complexity and anticipated volume of the dual-tranche construction financing, the engagement team anticipates the need for additional paralegal support for due diligence document review, title and survey analysis, UCC and lien search coordination, organizational and authority document compilation, and closing logistics. At minimum, one senior paralegal from the Re

Section 4 — Adverse / Other Parties (Conflicts Check) The following table identifies all known adverse parties, other parties, and related entities for purposes of the Firm's conflicts clearance procedures. The Conflicts Department is requested to run a comprehensive conflicts check against each party listed below, including all known affiliates, subsidiaries, parent entities, and related persons to the extent discov

Section 5 — Fee Arrangement Estimated Fees: Estimated fees for this engagement are to be discussed directly with the client in connection with the delivery of the engagement letter. The engagement team notes that the fee estimate should reflect the substantial complexity inherent in a dual-tranche construction financing of this magnitude, including without limitation: • Formation and organizational structuring of two

Section 6 — Risk Assessment Transaction Size / Complexity: Rating: HIGH. The combined financing facilities total $675,000,000, consisting of a $475,000,000 senior mortgage construction loan and a $200,000,000 mezzanine loan. The total project cost is approximately $920,000,000. The multi-tranche structure, involving a syndicated senior loan with multiple lender participants and a separate mezzanine facility provided

Section 7 — Related Matters / Cross-References Prior Representations of MTDC by Calderwood & Harkness LLP: The current engagement builds upon the Firm's longstanding relationship with MTDC and the institutional knowledge developed through the above-referenced prior representations. The Lake Shore East Mixed-Use Financing (Matter No. 1031-00004) involved a structurally similar, though smaller, construction financing t

Section 8 — Approvals The following approvals are required prior to the formal opening of this matter and the commencement of billable work. Each approving individual should sign and date below upon completion of their review. Pursuant to Firm Policy § 3.4, New Business Committee review is required for all matters with an estimated deal value exceeding $500,000,000. Note: New Business Committee review is required for