[sheet: Dashboard]

[sheet: Dashboard]
Metric | Value
Borrower | Hudson Yards West Mortgage LLC (SPE — Delaware)
Sponsor / Guarantor | Metropolitan Transit Development Corp. (Illinois govt. instrumentality)
Senior Lender / Agent | Ironclad National Bank, N.A.
Lender's Counsel | Clearfield & Associates LLP (Harrison Whitmore)
Borrower's Counsel (Responsible Partner) | Calderwood & Harkness LLP (Douglas Fairchild / Angela Fontaine)
Lead Associate | Grace Nakamura
Working Associate | Rafael Dominguez
Project Site | 450 West 34th Street, New York, NY 10001 (Block 729, Lots 1, 5, 12, 15)
Senior Loan Amount | $475,000,000
Mezzanine Loan Amount (reference) | $200,000,000 (Granite Peak Capital Partners, LP)
Total Project Cost | $920,000,000
Interest Rate | Term SOFR + 425 bps (1.00% SOFR Floor)
Appraised Value (as-stabilized) | $1,025,000,000 (Broadstreet Appraisal Group — BAG-25-1092)
Senior LTV | 46.34%
Target Closing Date | June 15, 2025
Target First Draft Distribution | May 1, 2025
Term Sheet Date | February 28, 2025
Engagement Opened | February 12, 2025
Total Open Issues | 14
Total Resolved Issues | 22
Total Deferred Issues | 0
High Priority Open | 8
Issues Assigned to G. Nakamura | 22
Issues Assigned to R. Dominguez | 18
[sheet: Issues Matrix]
Issue # | Category | Loan Agreement Section | Issue Description | Borrower Position (MTDC / HYW Mortgage) | Lender Position (Ironclad / Clearfield) | Draft 1 Status — 05/01/2025 | Draft 2 Status — 05/15/2025 | Draft 3 Status — 05/29/2025 | Draft 4 Status — 06/06/2025 | Current Status | Priority | Responsible Attorney | Notes / Resolution Detail | Last Updated
1 | Definitions | Section 1.1 — Defined Terms | Definition of 'Applicable Rate' — Spread over Term SOFR | Borrower requests market-flex language allowing spread reduction by 25 bps upon achieving 85% leasing threshold ahead of schedule | Lender insists on fixed 425 bps spread for full term; no step-down. Clearfield cites term sheet as not contemplating adjustment. | Raised by C&H | Lender rejected step-down | Borrower revised to request 25 bps reduction only after stabilization AND 1.35x DSCR | Under discussion | Open | Medium | Grace Nakamura | Douglas Fairchild to raise directly with Kenneth Pryor at Ironclad if not resolved by Draft 4 | 2025-06-06
2 | Definitions | Section 1.1 — Defined Terms | SOFR Floor — 1.00% minimum | Borrower accepts 1.00% floor as stated in term sheet | Lender proposes 1.00% floor as stated in term sheet | Agreed | Agreed | Agreed | Agreed | Resolved | Low | Rafael Dominguez | Confirmed in Draft 1 — consistent with term sheet dated 2/28/2025. No open issue. | 2025-05-01
3 | Definitions | Section 1.1 — Defined Terms | Definition of 'Completion Date' and relation to GMP Contract milestones | Borrower wants Completion Date tied to Cobalt GMP contract (CCG-HYW-2025-001) substantial completion milestone of 12/15/2027, with 90-day force majeure extension built in | Lender accepts 12/15/2027 substantial completion but limits force majeure extension to 60 days and requires monthly progress reports from Cobalt (Frank DelVecchio / Hiroshi Tanaka) | Raised by C&H | Lender counter at 60-day FM cap | Borrower countered at 90 days with enhanced reporting obligations | Compromise at 75 days | Resolved | High | Grace Nakamura | Resolved at 75-day FM extension; monthly progress reports required from Cobalt. Connor McBride (MTDC) confirmed acceptable. | 2025-06-06
4 | Definitions | Section 1.1 — Defined Terms | Definition of 'TCO Milestone Date' | Borrower proposes 3/15/2028 as projected first TCO date, consistent with development timeline; requests definition be flexible to allow partial TCO | Lender requires hard TCO deadline with EOD if not achieved by 6/15/2028 (3-month cushion); partial TCO acceptable only if covering at least 60% of NRA | Raised by C&H | Under discussion | Lender agreed to partial TCO at 50% of NRA | Agreed at 55% NRA threshold | Resolved | High | Grace Nakamura | Compromise: TCO milestone 3/15/2028 with hard outside date 6/15/2028; partial TCO must cover ≥55% of NRA. Lydia Okafor (MTDC GC) approved. | 2025-06-06
5 | Loan Terms | Section 2.1 — Commitment; Loan Amount | Senior Loan Commitment Amount — $475,000,000 | Confirmed per term sheet | Confirmed per term sheet | Agreed | Agreed | Agreed | Agreed | Resolved | Low | Rafael Dominguez | No dispute. Amount matches executed term sheet dated 2/28/2025. Samantha Bledsoe (Ironclad) confirmed. | 2025-05-01
6 | Loan Terms | Section 2.3 — Construction Advances | Draw request procedures and advance conditions during construction period | Borrower requests 5 business days for lender review of draw requests; Trident (Dr. Rajesh Banerjee) and Cobalt monthly reports to suffice as construction progress evidence | Lender requires 10 business days for review; insists on independent construction monitor (not Trident, who is borrower's consultant) and Broadstreet cost-to-complete analysis quarterly | Raised by Clearfield | Borrower countered at 7 business days | Lender agreed to 7 BD; independent monitor remains open | Under discussion — monitor issue open | Open | High | Grace Nakamura | 7 BD review period resolved. Dispute on independent construction monitor vs. use of Trident remains open. Marcus Jennings (MTDC) reviewing cost impact. | 2025-06-06
7 | Loan Terms | Section 2.4 — Origination Fee | Senior origination fee — 1.00% ($4,750,000) | Borrower accepts 1.00% origination fee as per term sheet | Lender proposes 1.00% origination fee as per term sheet; payable at closing from initial advance | Agreed on amount | Agreed; payment mechanism confirmed | Agreed | Agreed | Resolved | Low | Rafael Dominguez | Fee of $4,750,000 (1.00% × $475M) payable at closing. No open issue. | 2025-05-15
8 | Loan Terms | Section 2.5 — Exit Fee | Exit fee of 0.25% of outstanding principal at prepayment or maturity | Borrower requests waiver of exit fee upon maturity (exit fee to apply only to voluntary prepayment); alternatively, cap exit fee at $500,000 | Lender insists on 0.25% at both prepayment and maturity per term sheet; no cap | Raised by C&H | Lender rejected waiver and cap | Borrower re-proposed waiver at maturity only | Under discussion | Open | Medium | Rafael Dominguez | Priya Subramanian (MTDC CFO) has flagged this as important for budget modeling. Escalation to Fairchild/Pryor call if not resolved. | 2025-06-06
9 | Maturity & Extensions | Section 2.6 — Maturity Date | Initial maturity date — June 15, 2029 (4-year initial term) | Borrower accepts initial maturity date per term sheet | Lender proposes initial maturity date per term sheet | Agreed | Agreed | Agreed | Agreed | Resolved | Low | Rafael Dominguez | No dispute — initial maturity 6/15/2029. | 2025-05-01
10 | Maturity & Extensions | Section 2.7 — Extension Options | Two 1-year extension options (to 6/15/2030 and 6/15/2031) | Borrower requests extension conditions limited to: (a) no EOD, (b) DSCR ≥ 1.15x, (c) 90 days' prior notice; no rate increase upon extension | Lender proposes extension conditions: (a) no EOD, (b) no event which with notice would become EOD, (c) DSCR ≥ 1.25x, (d) LTV ≤ 65%, (e) 120 days' notice, (f) 25 bps spread increase per extension, (g) extension fee of 0.125% | Raised by Clearfield | Significant gap — under discussion | Borrower countered: DSCR ≥ 1.20x, LTV ≤ 68%, 90 days' notice, no spread increase, extension fee 0.10% | Lender moved to DSCR ≥ 1.20x, LTV ≤ 67%, 90 days' notice acceptable, 12.5 bps spread increase, 0.125% fee | Open | High | Grace Nakamura | Remaining gaps: spread increase (borrower wants zero, lender wants 12.5 bps per extension) and LTV test (67% vs 68%). Fairchild to discuss with Pryor. | 2025-06-06
11 | Interest Rate | Section 2.8 — Interest Rate; Default Rate | Default rate — additional spread upon EOD | Borrower proposes default rate of +200 bps above applicable rate | Lender proposes default rate of +400 bps above applicable rate | Raised by Clearfield | Under discussion | Borrower countered at +300 bps | Agreed at +300 bps | Resolved | Medium | Rafael Dominguez | Default rate agreed at Term SOFR + 425 bps + 300 bps = SOFR + 725 bps. | 2025-05-29
12 | Financial Covenants | Section 6.1 — DSCR Covenant | Minimum combined DSCR covenant — 1.20x; testing frequency and calculation methodology | Borrower accepts 1.20x combined minimum; requests covenant testing begin only 12 months after first TCO (approx. 3/15/2029); trailing 12-month NOI | Lender requires 1.20x combined tested quarterly beginning 6 months post-TCO; trailing 12-month annualized if less than 12 months of operating history | Raised by Clearfield | Under discussion | Borrower countered: testing begins 9 months post-TCO; 12-month annualization acceptable with adjustments for lease-up period | Lender agreed to 9 months post-TCO commencement | Resolved | High | Grace Nakamura | DSCR at 1.20x combined; quarterly testing commencing 9 months post-first TCO; trailing 12 months annualized. Priya Subramanian confirmed projections support this. | 2025-06-06
13 | Financial Covenants | Section 6.2 — LTV Covenant | Maximum combined LTV — 70.0%; appraisal methodology and frequency | Borrower accepts 70.0% combined maximum LTV tested annually; requests borrower's right to obtain updated appraisal at borrower's cost to cure any breach | Lender requires annual testing based on lender-ordered appraisal (Broadstreet or equivalent MAI appraiser); borrower cure right limited to cash paydown within 30 days | Raised by Clearfield | Borrower requested right to commission competing appraisal | Lender rejected competing appraisal; agreed to allow borrower to commission review appraisal through lender-approved appraiser | Agreed — borrower may obtain lender-approved review appraisal or cure by paydown within 30 days | Resolved | High | Grace Nakamura | Current combined LTV is 65.85% ($675M/$1,025M); senior LTV at 46.34%. Significant headroom to 70% threshold. Resolved with lender-approved review appraisal mechanism. | 2025-06-06
14 | Financial Covenants | Section 6.3 — Debt Yield Covenant | Minimum combined debt yield — 8.0%; calculation inputs | Borrower accepts 8.0% combined minimum; stabilized NOI projected at $58.2M/yr (Year 3 post-completion), yielding 8.62% combined debt yield ($58.2M ÷ $675M). Requests NOI calculation exclude ground rent for covenant purposes | Lender requires NOI calculation net of ground rent ($4.2M/yr); 8.0% minimum tested quarterly post-stabilization | Raised by C&H | Significant dispute on ground rent treatment | Borrower proposed alternative: NOI calculated net of ground rent but covenant reduced to 7.5% | Lender countered at 7.75% if net of ground rent | Open | High | Grace Nakamura | If ground rent ($4.2M) deducted, adjusted NOI = $54.0M; adjusted DY = $54.0M/$675M = 8.0% — tight to covenant. Borrower wants cushion. Fairchild/Subramanian to align. | 2025-06-06
15 | Cash Management | Section 6.4 — Cash Management; Lockbox | Hard lockbox with springing cash sweep — trigger events and mechanics | Borrower accepts hard lockbox structure; requests cash sweep trigger only upon DSCR < 1.05x or continuing EOD; sweep to terminate upon cure (DSCR ≥ 1.10x for two consecutive quarters) | Lender requires cash sweep trigger at DSCR < 1.10x or EOD per term sheet; no cure right for EOD-triggered sweep; DSCR cure requires 1.15x for two consecutive quarters | Raised by Clearfield | Under discussion | Borrower accepted 1.10x trigger; disputed cure threshold | Agreed: trigger at 1.10x; cure at 1.15x for 2 consecutive quarters; EOD sweep has no cure (only EOD cure restores) | Resolved | High | Grace Nakamura | Cash sweep springing at DSCR < 1.10x or EOD. Cure requires 1.15x for 2 consecutive quarters. EOD-based sweep cured only when underlying EOD is cured. | 2025-05-29
16 | Leasing | Section 6.5 — Leasing Requirements; Threshold | Leasing threshold — 85% economic occupancy within 30 months post-first TCO (by ~9/15/2030) | Borrower requests 80% threshold or 36-month period; if 85%, requests only soft remedy (increased reserve requirement, not EOD) | Lender requires 85% economic occupancy by 30 months post-first TCO as hard milestone; failure constitutes EOD after 90-day cure period | Raised by C&H | Lender rejected 80% and 36 months | Borrower accepted 85% but proposed tiered remedy: soft cure (excess cash flow sweep) if between 75%-85%, hard EOD only if below 75% | Lender considering tiered approach | Open | High | Grace Nakamura | Teresa Langford (Evergreen PM) and Marcus Jennings (MTDC) believe 85% achievable in 30 months based on market studies. Borrower wants downside protection. Fairchild to push tiered remedy. | 2025-06-06
17 | Leasing | Section 6.6 — Lease Approval Rights | Lender's consent rights on major leases (>20,000 SF or >10-year term) | Borrower proposes deemed consent if lender fails to respond within 10 business days; no consent required for leases to government or investment-grade tenants | Lender requires affirmative consent for all major leases; 15 business day review period; no deemed approval | Raised by C&H | Under discussion | Borrower accepted 15 BD review but insists on deemed approval | Lender agreed to deemed approval after 15 BD but excluded anchor tenant leases (>50,000 SF) | Resolved | Medium | Rafael Dominguez | Deemed approval after 15 BD for major leases (>20K SF or >10 yr); anchor leases (>50K SF) require affirmative lender consent. Lydia Okafor (MTDC GC) accepted. | 2025-06-06
18 | Reserves | Section 6.7 — Reserve Requirements | Interest reserve, tax/insurance reserve, replacement reserve, tenant improvement reserve during construction and post-completion | Borrower proposes interest reserve funded from loan proceeds to cover 18 months of interest during construction; tax/insurance reserves monthly; no replacement reserve during construction | Lender requires interest reserve for 24 months; tax/insurance monthly; replacement reserve of $0.25/SF/yr commencing at TCO; TI/LC reserve post-stabilization | Raised by Clearfield | Under discussion — interest reserve period main dispute | Borrower countered at 21-month interest reserve | Under discussion | Open | Medium | Rafael Dominguez | Interest reserve sizing impacts loan proceeds available for construction. 24-month reserve would reduce available construction proceeds by ~$8M vs. 18-month. Priya Subramanian reviewing budget impact. | 2025-06-06
19 | Mezzanine / Intercreditor | Section 7.1 — Permitted Mezzanine Debt | Acknowledgment of mezzanine loan ($200M from Granite Peak Capital Partners) and intercreditor terms | Borrower requests broad permission for mezzanine debt up to $200M; intercreditor agreement to be negotiated separately between Ironclad and Granite Peak; minimal cross-default provisions | Lender accepts $200M mezzanine quantum; requires intercreditor agreement in form acceptable to Ironclad; insists on cross-default from senior to mezz and standstill provisions; mezz lender purchase option subject to lender approval | Raised by C&H | Intercreditor form circulated by Clearfield to VRB (Natasha Ivanovic — mezz lender's counsel) | Borrower/mezz lender pushback on standstill period (180 days proposed by Ironclad; Granite Peak wants 90 days) | Under discussion — intercreditor being negotiated on parallel track | Open | High | Grace Nakamura | Separate intercreditor agreement between Ironclad and Granite Peak. Rebecca Thornton (Granite Peak in-house) and Natasha Ivanovic (VRB) are negotiating directly with Clearfield. C&H monitoring. Diane Castellano (GP principal) spoke with Kenneth Pryor. | 2025-06-06
20 | Ground Lease | Section 7.2 — Ground Lease Provisions; Lender Protections | Recognition of ground lease (NYCEDC to MTDC, recorded CRFN 2020000198762) — lender protections and estoppel requirements | Borrower to deliver ground lease estoppel from NYCEDC; ground rent of $4.2M/yr with CPI escalation every 5 years to be reflected in operating budget; lender to receive recognition agreement from ground lessor | Lender requires: (a) recognition/non-disturbance agreement from NYCEDC, (b) right to cure ground lease defaults, (c) 60-day notice from NYCEDC before termination, (d) estoppel within 15 BD of request, (e) ground rent reserve equal to 6 months ($2.1M) | Raised by Clearfield | Borrower working with NYCEDC on form recognition agreement | NYCEDC form received; Clearfield reviewing; borrower objecting to 6-month ground rent reserve | Lender reduced reserve request to 3 months ($1.05M); NYCEDC recognition agreement form under review | Open | High | Grace Nakamura | Ground lease executed 6/1/2020. Raymond Cho (Hargrove & Linden — zoning/land use counsel) assisting with NYCEDC liaison. NYCEDC recognition agreement form is non-standard; requires negotiation. Sentinel Title (Patricia Eng) reviewing title implications. | 2025-06-06
21 | SPE Provisions | Section 7.3 — Single Purpose Entity Covenants | SPE requirements for Hudson Yards West Mortgage LLC (Delaware LLC) | Borrower accepts standard SPE covenants including separateness covenants, independent director requirement, restrictions on additional debt, no commingling | Lender requires: (a) one independent director on SPE, (b) separateness opinion from C&H (Sylvia Hartwell — tax), (c) springing guaranty if SPE covenants breached, (d) nonconsolidation opinion | Agreed on substance | Springing guaranty scope under discussion | Agreed that springing guaranty limited to bad-boy acts and SPE covenant breaches | Agreed | Resolved | Medium | Rafael Dominguez | HYW Mortgage LLC EIN to be obtained upon formation prior to closing. Nonconsolidation opinion to be issued by C&H. Sylvia Hartwell coordinating tax/structural opinions. | 2025-05-29
22 | Insurance | Section 7.4 — Insurance Requirements | Builder's risk, general liability, and other required insurance coverages during construction | Borrower proposes builder's risk coverage of $500M (replacement cost) through Fortis Indemnity Insurance Co., arranged by Castleton Insurance Brokerage (Brian Jessup); standard GL, workers comp, umbrella | Lender accepts $500M builder's risk from Fortis Indemnity; requires A.M. Best A- VII or better rating for all carriers; lender and agent named as additional insured and loss payee; 30-day cancellation notice | Agreed on coverage amounts | Dispute on policy form — occurrence vs. claims-made for professional liability of GC (Cobalt) | Agreed: occurrence form for GL; claims-made acceptable for professional liability only | Agreed | Resolved | Medium | Rafael Dominguez | Builder's risk $500M — Fortis Indemnity. Brian Jessup (Castleton) to provide evidence of coverage at closing. All carriers must be A- VII or better. Ironclad named as loss payee and additional insured. | 2025-05-29
23 | Insurance | Section 7.5 — Title Insurance | Senior lender's title insurance policy — ALTA 2006 form, $475,000,000 coverage | Borrower to cause Sentinel Title & Escrow Company (Patricia Eng) to issue ALTA 2006 lender's policy in amount of $475M; standard endorsements including zoning, survey, doing-business, tie-in | Lender requires: ALTA 2006 with all available NY endorsements; gap coverage; no standard exceptions (survey, taxes, mechanics' liens); title commitment STN-2025-MH-04178 to show no exception for ground lease subordination | Raised by Clearfield | Sentinel Title reviewing endorsement requirements | Mechanics' lien exception — Clearfield wants deletion; Sentinel requires indemnity from borrower or contractor lien waiver from Cobalt | Borrower to provide Cobalt GMP lien waiver and Fortis Indemnity mechanic's lien endorsement | Open | Medium | Rafael Dominguez | Title commitment STN-2025-MH-04178 issued by Sentinel. Patricia Eng coordinating. Gail Merriman (Cobalt CFO) to provide lien waiver at closing. Title search ordered 3/15/2025. | 2025-06-06
24 | Construction | Section 7.6 — GMP Contract; Construction Requirements | Requirements regarding Cobalt Construction Group GMP contract ($412M — Contract No. CCG-HYW-2025-001) | Borrower proposes assignment of GMP contract as collateral; lender to receive collateral assignment and consent from Cobalt; any GMP amendments above $5M require lender consent | Lender requires: (a) collateral assignment with Cobalt consent, (b) step-in rights, (c) GMP amendments above $2M require consent, (d) retainage of 10%, (e) payment/performance bonds covering 100% of GMP | Raised by Clearfield | Dispute on GMP amendment threshold and retainage | Borrower countered: $3M threshold; 5% retainage (industry standard for projects of this size) | Lender agreed to $3M; 7.5% retainage compromise | Resolved | High | Grace Nakamura | GMP $412M — Cobalt (Frank DelVecchio, CEO; Hiroshi Tanaka, PE). GMP amendments >$3M require lender consent. 7.5% retainage. Payment/performance bonds required. Substantial completion target 12/15/2027. | 2025-06-06
25 | Construction | Section 7.7 — Completion Guaranty | MTDC completion guaranty — scope, recourse, and burn-off provisions | Borrower proposes: completion guaranty burns off at TCO; limited to cost overruns above GMP contingency; carve-outs for force majeure, governmental delays, and pre-existing environmental conditions | Lender requires: full recourse completion guaranty from MTDC until final CO; no force majeure carve-out; guarantor financial covenants (minimum net worth, liquidity) | Raised by Clearfield | Significant disagreement on burn-off trigger and recourse scope | Borrower proposed burn-off at TCO for 80% of NRA; force majeure carve-out for events exceeding 120 days | Lender countered: burn-off at TCO for 90% of NRA with punchlist holdback; limited FM carve-out for pandemics/government-ordered shutdowns only | Open | High | Grace Nakamura | MTDC net assets $3.7B; FY2024 operating revenue $1.12B. David Harrington (Exec Director) and Margaret Kowalski (Board Chair) require board approval for completion guaranty scope. Pinnacle rating A– (PRG-MTDC-A-2024-1187). | 2025-06-06
26 | Representations & Warranties | Section 4.1 — Borrower Representations | Environmental representations — reliance on Phase I ESA | Borrower represents no known environmental conditions based on Phase I ESA (Apex Environmental — Project No. AEC-NY-25-0337, delivered 3/20/2025, Dr. Lena Kaur); no Phase II required; rep limited to actual knowledge | Lender accepts Phase I but requires expanded environmental indemnity including unknown conditions; full recourse environmental carve-out from MTDC guaranty | Raised by Clearfield | Under discussion — scope of indemnity | Borrower agreed to environmental indemnity but limited to conditions arising after ground lease execution (6/1/2020) | Lender accepted temporal limitation (post-6/1/2020); agreed no Phase II required at this time | Resolved | Medium | Rafael Dominguez | Phase I ESA clean — no RECs identified. Apex Environmental (Dr. Lena Kaur) report dated 3/20/2025. Environmental indemnity limited to post-6/1/2020 conditions. | 2025-05-29
27 | Representations & Warranties | Section 4.2 — Zoning and Land Use | Zoning compliance representation — reliance on zoning opinion and ULURP approvals | Borrower represents project is in compliance with NYC zoning based on: (a) zoning opinion from Hargrove & Linden (Raymond Cho, delivered 4/15/2025), (b) ULURP approval (C 230415 ZSM) by City Planning Commission (9/12/2023) and City Council (10/25/2023) | Lender requires zoning opinion addressed to lender (or reliance letter); requires bring-down representation at each advance; DOB permits as condition to first advance | Raised by Clearfield | C&H coordinating reliance letter from Hargrove & Linden | Hargrove & Linden agreed to issue reliance letter addressed to Ironclad; bring-down at each advance accepted | Agreed | Resolved | Medium | Rafael Dominguez | ULURP approved — CPC 9/12/2023, City Council 10/25/2023. Zoning opinion delivered 4/15/2025. Reliance letter from Raymond Cho (H&L) to be issued to Ironclad. DOB permits as closing condition. | 2025-05-29
28 | Representations & Warranties | Section 4.3 — Financial Statements; Auditor | Guarantor financial statement representations and ongoing reporting requirements | Borrower proposes annual audited financials from MTDC (audited by Whitfield Albrecht & Co. — Sandra Okonkwo, CPA); quarterly unaudited; borrower SPE financials compiled only | Lender requires: (a) annual audited MTDC financials within 120 days of FYE, (b) quarterly unaudited within 45 days, (c) annual audited SPE financials, (d) compliance certificate signed by CFO | Raised by Clearfield | Dispute on SPE audit requirement (cost to borrower) | Borrower proposed SPE reviewed (not audited) financials; MTDC audited by Whitfield Albrecht as previously | Agreed: SPE reviewed financials acceptable; MTDC audited annually; compliance certificate from Priya Subramanian (CFO) quarterly | Resolved | Medium | Rafael Dominguez | MTDC FY2024 revenue $1.12B; net assets $3.7B per Whitfield Albrecht audit. MTDC EIN 36-2847501. SPE reviewed (not audited) financials acceptable to lender. | 2025-06-06
29 | Representations & Warranties | Section 4.4 — Appraisal | Representation regarding appraised value and appraisal compliance with FIRREA/USPAP | Borrower represents appraised value of $1,025,000,000 (as-stabilized) per Broadstreet Appraisal Group report (BAG-25-1092, Marcus Tolliver, MAI, delivered 4/1/2025); compliant with FIRREA and USPAP | Lender accepted; requires updated appraisal at lender's option (but borrower's expense) upon any extension request or if LTV covenant triggered | Agreed | Agreed | Agreed | Agreed | Resolved | Low | Rafael Dominguez | Appraisal file BAG-25-1092; as-stabilized value $1,025,000,000. Broadstreet (Marcus Tolliver, MAI). FIRREA/USPAP compliant. | 2025-05-01
30 | Events of Default | Section 8.1 — Events of Default | Monetary EOD cure period — number of days | Borrower requests 10 business days to cure monetary defaults (failure to pay interest, principal, fees, reserves) | Lender proposes 5 business days for monetary defaults; 30 calendar days for non-monetary defaults (with extension to 90 days if diligently pursued and not involving payment of money) | Raised by C&H | Under discussion | Agreed: 5 BD monetary, 30 CD non-monetary (extendable to 60 CD if diligently cured and not material to lender's security) | Agreed | Resolved | Medium | Grace Nakamura | Monetary cure: 5 BD. Non-monetary cure: 30 CD, extendable to 60 CD. Non-monetary extension capped at 60 days (borrower requested 90). | 2025-05-29
31 | Events of Default | Section 8.2 — Cross-Default | Cross-default to mezzanine loan and other MTDC indebtedness | Borrower proposes narrow cross-default: only to HYW Mezzanine LLC obligations (mezzanine loan); no cross-default to general MTDC corporate indebtedness; threshold of $10M for other project-level debt | Lender requires cross-default to: (a) mezzanine loan (any default), (b) MTDC indebtedness exceeding $25M, (c) GMP contract material breach, (d) ground lease default | Raised by Clearfield | Under discussion | Borrower accepted mezz and ground lease cross-default; proposed $50M threshold for MTDC indebtedness; rejected GMP contract cross-default (remedies exist under GMP) | Lender agreed to $50M MTDC threshold; GMP cross-default limited to Cobalt bankruptcy or abandonment | Resolved | Medium | Grace Nakamura | Cross-defaults: mezz loan (any), ground lease (any), MTDC indebtedness >$50M, GMP limited to contractor bankruptcy/abandonment. MTDC RE portfolio ~$4.8B across 11 states. | 2025-06-06
32 | Transfer Restrictions | Section 9.1 — Restrictions on Transfer | Restrictions on sale, transfer, or encumbrance of the property or equity interests in borrower | Borrower requests customary carve-outs: (a) transfers among MTDC affiliates with prior notice, (b) leasing in ordinary course, (c) permitted liens. MTDC as government instrumentality may undergo structural changes by statute — request for carve-out | Lender requires absolute prohibition on transfer without consent; no affiliate transfer carve-out absent assumption agreement and credit review; MTDC structural changes require 60-day prior notice and lender non-objection | Raised by Clearfield | Significant gap — borrower's governmental nature complicates standard transfer restrictions | Borrower proposed: affiliate transfers permitted if transferee is 100% MTDC-controlled and assumes all obligations; MTDC statutory restructuring exempt if net assets remain ≥ $3.0B | Under discussion — lender considering net asset floor concept | Open | High | Grace Nakamura | MTDC is Illinois govt. instrumentality — statutory changes possible. Lydia Okafor (MTDC GC) advises this is important structural point. Net asset floor of $3.0B provides lender protection (current net assets $3.7B). | 2025-06-06
33 | Reporting | Section 10.1 — Reporting Requirements; Construction Period | Monthly construction progress reports, budget variance reports, and inspection rights during construction | Borrower proposes monthly reports from Cobalt (Hiroshi Tanaka, Project Executive); lender inspection rights with 5 BD notice; budget variance reporting if variance exceeds 5% | Lender requires: monthly reports with cost-to-complete analysis; inspection rights with 2 BD notice (or no notice if EOD); variance reporting at 3% of line item or 2% of total budget | Raised by Clearfield | Under discussion | Agreed on monthly reports; inspection notice at 3 BD; variance at 3% line item / 2% total | Agreed | Resolved | Medium | Rafael Dominguez | Monthly reports from Cobalt (Hiroshi Tanaka / Frank DelVecchio). Lender inspection with 3 BD notice (no notice upon EOD). Variance thresholds: 3% line item, 2% total budget. | 2025-05-29
34 | Syndication | Section 11.1 — Assignments and Participations | Lender's right to syndicate or participate the senior loan; syndicate member banks (Ridgeline, Atlas Mutual, Harborview, Meridian Pacific, Commonwealth Trust) | Borrower requests: (a) consent right (not to be unreasonably withheld) for assignments to non-bank entities, (b) no consent required for participations, (c) minimum assignment amount of $25M, (d) no assignment to direct competitors of MTDC or sanctioned entities | Lender proposes: (a) no borrower consent for assignments to eligible assignees (banks, insurance companies, pension funds), (b) participations without restriction, (c) minimum assignment $10M, (d) borrower notification only for assignments | Raised by C&H | Under discussion | Borrower agreed to no consent for bank/insurance company assignees; consent required for non-traditional lenders; minimum $20M | Agreed: no consent for regulated financial institutions; consent (NUBW) for non-regulated; minimum $15M assignment | Resolved | Medium | Rafael Dominguez | Current syndicate expected to include: Ridgeline Savings Bank, Atlas Mutual Insurance Company, Harborview Federal Savings Bank, Meridian Pacific Bank, and Commonwealth Trust Company. Ironclad as Agent. Minimum assignment $15M. | 2025-06-06
35 | Sources & Uses | Section 3.1 — Sources and Uses; Equity Requirement | MTDC equity contribution of $200M and NYC Transit Infrastructure Grant of $45M as required sources | Borrower proposes equity contribution schedule tied to construction milestones; MTDC equity of $200M to be contributed first (before first loan advance); $45M NYCTA grant to be deposited directly into project account | Lender requires: (a) 100% MTDC equity ($200M) contributed before any loan advance, (b) evidence of NYCTA grant commitment letter, (c) grant funds deposited into lender-controlled account, (d) total sources to equal total uses ($920M) | Raised by Clearfield | Under discussion — borrower wants to contribute equity in tranches (50% at closing, 50% during construction) | Lender agreed to tranched equity: 75% at closing ($150M), 25% pari passu with advances | Under discussion — borrower pushing for 60/40 split | Open | Medium | Grace Nakamura | Total sources: $475M senior + $200M mezz + $200M equity + $45M grant = $920M. Total project cost $920M (includes land $185M, GMP $412M, soft costs, reserves, fees). Equity contribution schedule under negotiation. | 2025-06-06
36 | Property Management | Section 7.8 — Property Management | Approval of property manager (Evergreen Property Management LLC — Teresa Langford) and management agreement terms | Borrower proposes Evergreen as approved property manager; management fee at 3% of effective gross income; management agreement subordinate to loan documents; lender may require replacement only upon EOD | Lender accepts Evergreen as initial manager; management fee capped at 3.5% EGI; lender may require replacement if (a) EOD, (b) manager's material default, or (c) DSCR < 1.10x for two consecutive quarters; 30-day replacement period | Raised by Clearfield | Under discussion — trigger for replacement | Agreed: Evergreen approved; fee at 3% EGI; replacement upon EOD, manager default, or DSCR < 1.10x for 3 consecutive quarters | Agreed | Resolved | Low | Rafael Dominguez | Evergreen Property Management (Teresa Langford, Principal) approved. Fee 3% EGI. Replacement trigger: EOD, material default, or DSCR <1.10x for 3 consecutive quarters. | 2025-06-06
37 | Closing Conditions | Section 3.2 — Conditions Precedent to Closing | List of closing deliverables and conditions precedent to first advance | Borrower proposes standard closing conditions; requests 10 BD post-closing period for delivery of non-critical items (surveys, as-builts, minor endorsements) | Lender requires all conditions satisfied at or prior to closing (6/15/2025); critical items: title policy, survey, insurance certificates, legal opinions, GMP assignment, ground lease estoppel, NYCEDC recognition agreement, entity formation documents, good standing certificates | Raised by Clearfield | Under discussion — feasibility of all items at closing | Borrower proposed 5 BD post-closing for survey and minor title endorsements only | Under discussion | Open | Medium | Grace Nakamura | Target closing 6/15/2025. Construction commencement concurrent. Key deliverables: Sentinel Title policy, Broadstreet appraisal, Apex Phase I, Hargrove & Linden zoning opinion, C&H legal opinions, Cobalt GMP assignment, NYCEDC recognition agreement. | 2025-06-06
38 | Guarantor Covenants | Section 5.1 — Guarantor Financial Covenants | MTDC minimum net worth, liquidity, and credit rating maintenance covenants | Borrower proposes: (a) minimum net worth of $2.5B, (b) minimum liquidity of $100M unrestricted cash/equivalents, (c) no credit rating covenant (rating is indicative only) | Lender requires: (a) minimum net worth of $3.0B, (b) minimum liquidity of $200M, (c) maintenance of investment-grade rating (A– or higher from Pinnacle or equivalent), (d) immediate notice if rating downgrade | Raised by Clearfield | Significant gap on all three items | Borrower countered: $2.75B net worth, $150M liquidity, no rating covenant but notice obligation upon downgrade below BBB+ | Lender moved to $2.75B net worth, $175M liquidity, notice upon any rating action (not just below BBB+) | Open | High | Grace Nakamura | MTDC current net assets $3.7B; current rating A– (Pinnacle, PRG-MTDC-A-2024-1187). Gap on liquidity test ($150M vs $175M) and rating notice. Margaret Kowalski (Board Chair) sensitive to rating covenant. | 2025-06-06
39 | Waivers and Consents | Section 12.1 — Lender Discretion Standard | Standard of lender discretion for approvals/consents throughout the agreement — sole discretion vs. reasonable discretion | Borrower requests 'reasonable discretion' or 'not to be unreasonably withheld, conditioned or delayed' as the default standard for all lender approvals | Lender proposes 'sole and absolute discretion' as default with enumerated exceptions where NUBWCD applies (e.g., lease approvals, property manager replacement, permitted transfers) | Raised by C&H | Under discussion | Borrower proposed: sole discretion only for credit/collateral decisions; NUBWCD for all operational approvals | Lender considering bifurcated approach | Open | Medium | Rafael Dominguez | Fundamental commercial point. Fairchild to raise on next call with Whitmore (Clearfield). Industry trend moving toward NUBWCD as default in institutional deals. | 2025-06-06
40 | Governing Law / Dispute Resolution | Section 13.1 — Governing Law; Jurisdiction; Jury Waiver | Choice of law, forum selection, and mutual jury trial waiver | Borrower accepts New York law; accepts NY Supreme Court, Manhattan as exclusive forum; mutual jury waiver; borrower requests inclusion of MTDC's sovereign immunity reservation (as government instrumentality) | Lender accepts New York law and NY Supreme Court; mutual jury waiver; rejects sovereign immunity reservation — full waiver required for all loan-related claims | Raised by C&H | Under discussion — sovereign immunity is novel issue for Clearfield | Borrower proposed limited sovereign immunity waiver (waiver for loan document claims only; preserves immunity for unrelated claims) | Lender reviewing with Ironclad legal | Open | Medium | Grace Nakamura | MTDC is Illinois government instrumentality — sovereign immunity issues. Lydia Okafor (MTDC GC) insists on preserving general sovereign immunity but will waive for loan document claims. Clearfield reviewing precedent. | 2025-06-06
[sheet: Draft History]
Draft # | Draft Date | Circulated By | Author / Firm | Distribution List | Key Changes / Focus Areas | Open Issues Count | Resolved Issues Count | File Reference
1 | 2025-05-01 | Clearfield & Associates LLP | Harrison Whitmore / Clearfield | D. Fairchild, G. Nakamura, R. Dominguez (C&H); L. Okafor, C. McBride (MTDC); K. Pryor, S. Bledsoe, J. Hale (Ironclad) | Initial lender's draft based on Ironclad term sheet dated 2/28/2025; all major terms in lender-favorable form; standard Ironclad construction loan precedent used as base | 34 | 6 | HYW-Senior-LoanAgt-Draft1-Clearfield-050125.docx
2 | 2025-05-15 | Calderwood & Harkness LLP | Grace Nakamura / C&H | H. Whitmore (Clearfield); K. Pryor, S. Bledsoe, J. Hale (Ironclad); D. Fairchild, R. Dominguez (C&H); L. Okafor, C. McBride, M. Jennings, P. Subramanian (MTDC) | Comprehensive borrower's redline; 185+ comments; major pushback on extension conditions, financial covenant testing periods, construction advance procedures, transfer restrictions, completion guaranty scope, and lender discretion standard | 30 | 10 | HYW-Senior-LoanAgt-Draft2-SC-051525-Redline.docx
3 | 2025-05-29 | Clearfield & Associates LLP | Harrison Whitmore / Clearfield | D. Fairchild, G. Nakamura, R. Dominguez (C&H); L. Okafor, C. McBride (MTDC); K. Pryor, S. Bledsoe, J. Hale (Ironclad); N. Ivanovic (VRB — courtesy copy for intercreditor awareness) | Lender's response to borrower's redline; resolved default rate, cure periods, cash sweep mechanics, SPE covenants, insurance, GMP retainage; moved on extensions and financial covenants but gaps remain; added new issue on sovereign immunity | 22 | 18 | HYW-Senior-LoanAgt-Draft3-Clearfield-052925-Redline.docx
4 | 2025-06-06 | Calderwood & Harkness LLP | Grace Nakamura / C&H | H. Whitmore (Clearfield); K. Pryor, S. Bledsoe, J. Hale (Ironclad); D. Fairchild, R. Dominguez (C&H); L. Okafor, C. McBride, P. Subramanian, D. Harrington (MTDC); R. Thornton (Granite Peak — intercreditor sections only) | Borrower's turn; resolved lease approvals, property management, reporting, cross-default thresholds, several rep & warranty issues; 14 issues remain open including extension spread, debt yield methodology, completion guaranty burn-off, transfer restrictions, equity contribution schedule, intercreditor standstill, ground lease recognition, NYCEDC deliverables, guarantor financial covenants, sovereign immunity, title mechanics lien exception, lender discretion, closing conditions, and construction advance independent monitor | 14 | 26 | HYW-Senior-LoanAgt-Draft4-SC-060625-Redline.docx
[sheet: Key Terms Reference]
Category | Item | Value / Detail | Source / Reference
Parties — Borrower | Mortgage Borrower | Hudson Yards West Mortgage LLC (Delaware SPE) | To be formed; EIN to be obtained
Parties — Borrower | Mezzanine Borrower | Hudson Yards West Mezzanine LLC (Delaware SPE) | To be formed; EIN to be obtained
Parties — Sponsor | Guarantor / Sponsor | Metropolitan Transit Development Corp. (Illinois) | EIN: 36-2847501; HQ: 200 South Michigan Ave, Suite 3100, Chicago, IL 60604
Parties — Lender | Senior Lender / Agent | Ironclad National Bank, N.A. (National Banking Association — OCC) | 277 Park Ave, New York, NY 10172; ABA: 021-003-178
Parties — Lender | Syndicate Banks (Expected) | Ridgeline Savings Bank (NY), Atlas Mutual Insurance Co. (CT), Commonwealth Trust Co. (PA), Harborview Federal Savings Bank (OTS/NJ), Meridian Pacific Bank (CA) | Syndication post-closing expected
Parties — Mezz Lender | Mezzanine Lender | Granite Peak Capital Partners, LP (Delaware LP) | 9 West 57th St, Suite 4200, New York, NY 10019
Parties — Mezz Lender | Mezz Lender In-House Counsel | Rebecca Thornton (General Counsel) | Granite Peak Capital Partners
Parties — Mezz Lender | Mezz Lender's Outside Counsel | Natasha Ivanovic — Van Rijn & Bakker LLP (VRB) | Intercreditor negotiation
Parties — Counsel | Borrower's Counsel | Calderwood & Harkness LLP (C&H) | Matter No. 1031-00004
Parties — Counsel | Lender's Counsel | Clearfield & Associates LLP | Harrison Whitmore (Partner)
Parties — Counsel | Zoning / Land Use Counsel | Hargrove & Linden LLP (Raymond Cho) | Zoning opinion delivered 4/15/2025
Parties — Consultants | General Contractor | Cobalt Construction Group (Frank DelVecchio, CEO; Hiroshi Tanaka, PE) | GMP Contract CCG-HYW-2025-001
Parties — Consultants | Construction Consultant (Borrower) | Trident Capital Advisors (Dr. Rajesh Banerjee) | Borrower's construction consultant
Parties — Consultants | Appraiser | Broadstreet Appraisal Group (Marcus Tolliver, MAI) | BAG-25-1092
Parties — Consultants | Environmental Consultant | Apex Environmental Consulting (Dr. Lena Kaur) | AEC-NY-25-0337
Parties — Consultants | Property Manager | Evergreen Property Management LLC (Teresa Langford) | 3% EGI management fee
Parties — Consultants | Insurance Broker | Castleton Insurance Brokerage (Brian Jessup) | Builder's risk / GL placement
Parties — Consultants | Title Company | Sentinel Title & Escrow Company (Patricia Eng) | STN-2025-MH-04178
Parties — Consultants | Auditor (MTDC) | Whitfield Albrecht & Co. (Sandra Okonkwo, CPA) | Annual audit
Financial — Sources | Senior Mortgage Loan | $475,000,000 | Term sheet 2/28/2025
Financial — Sources | Mezzanine Loan | $200,000,000 | Term sheet 3/7/2025
Financial — Sources | MTDC Equity | $200,000,000 | $920M − $675M − $45M
Financial — Sources | NYC Transit Infrastructure Grant | $45,000,000 | NYCTA grant
Financial — Sources | Total Sources | $920,000,000 | Sum of all sources
Financial — Uses | Total Project Cost | $920,000,000 | Sum of all uses
Financial — Uses | Land Cost (Fee/Leasehold) | $185,000,000 | Acquisition cost
Financial — Uses | GMP Construction Contract | $412,000,000 | Cobalt — CCG-HYW-2025-001
Financial — Uses | Soft Costs / Professional Fees | $52,500,000 | Architecture, engineering, legal, consulting
Financial — Uses | Interest Reserve (Construction) | $39,500,000 | Funded from loan proceeds — period under negotiation
Financial — Uses | Operating / Lease-Up Reserve | $12,250,000 | Pre-stabilization operating costs
Financial — Uses | Development Fee (MTDC) | $18,400,000 | 2.0% of total project cost
Financial — Uses | Contingency | $20,600,000 | ~5% of hard costs
Financial — Uses | Origination Fees (Senior + Mezz) | $7,750,000 ($4,750,000 + $3,000,000) | Senior: 1.00%; Mezz: 1.50%
Financial — Uses | Title / Recording / Closing Costs | $3,500,000 | Sentinel Title; NYC mortgage recording tax
Financial — Uses | Other Soft Costs & Reserves | $168,500,000 | Balance of uses
Interest Rate | Senior Rate | Term SOFR + 425 bps | SOFR Floor: 1.00%
Interest Rate | Default Rate | Term SOFR + 725 bps (+300 bps) | Agreed in Draft 3
Interest Rate | Mezzanine Rate | 11.50% fixed | Per mezz term sheet
Valuation | Appraised Value (As-Stabilized) | $1,025,000,000 | Broadstreet — BAG-25-1092, dated 4/1/2025
Valuation | Senior LTV | 46.34% | $475M ÷ $1,025M
Valuation | Combined LTV | 65.85% | $675M ÷ $1,025M
Valuation | Stabilized NOI (Projected Yr 3) | $58,200,000/yr | Year 3 post-completion
Valuation | Adjusted NOI (Net of Ground Rent) | $54,000,000/yr | $58.2M − $4.2M ground rent
Valuation | Combined Debt Yield (Gross NOI) | 8.62% | $58.2M ÷ $675M
Valuation | Combined Debt Yield (Net of Ground Rent) | 8.00% | $54.0M ÷ $675M
Covenants | DSCR Covenant | Min 1.20x combined (trailing 12 mo, quarterly) | Testing begins 9 months post-first TCO
Covenants | LTV Covenant | Max 70.0% combined (annual) | Lender-ordered appraisal; borrower cure via review appraisal or paydown
Covenants | Debt Yield Covenant | Min 8.0% combined (quarterly) | Ground rent treatment under negotiation
Covenants | Leasing Threshold | 85% economic occupancy by 30 months post-first TCO | Deadline ~9/15/2030
Covenants | Cash Sweep Trigger | DSCR < 1.10x or EOD; hard lockbox, springing sweep | Cure at 1.15x for 2 consecutive quarters
Fees | Senior Origination Fee | 1.00% ($4,750,000) | Payable at closing
Fees | Senior Exit Fee | 0.25% of outstanding principal | At prepayment/maturity — maturity waiver under negotiation
Fees | Mezzanine Origination Fee | 1.50% ($3,000,000) | Payable at closing
Fees | Mezzanine Exit Fee | 0.50% of outstanding principal | At prepayment/maturity
Dates | Ground Lease Execution | June 1, 2020 | NYCEDC to MTDC; CRFN 2020000198762
Dates | ULURP — CPC Approval | September 12, 2023 | C 230415 ZSM
Dates | ULURP — City Council Approval | October 25, 2023 | C 230415 ZSM
Dates | C&H Engagement Opened | February 12, 2025 | Matter No. 1031-00004
Dates | Senior Term Sheet | February 28, 2025 | Ironclad
Dates | Mezzanine Term Sheet | March 7, 2025 | Granite Peak
Dates | Title Search Ordered | March 15, 2025 | Sentinel Title — STN-2025-MH-04178
Dates | Phase I ESA Delivered | March 20, 2025 | Apex Environmental — AEC-NY-25-0337
Dates | Appraisal Delivered | April 1, 2025 | Broadstreet — BAG-25-1092
Dates | Zoning Opinion Delivered | April 15, 2025 | Hargrove & Linden (Raymond Cho)
Dates | Target First Draft Distribution | May 1, 2025 | Loan documents
Dates | Target Closing / Construction Commencement | June 15, 2025
Dates | Projected Substantial Completion | December 15, 2027 | Cobalt GMP milestone
Dates | Projected First TCO | March 15, 2028
Dates | Hard TCO Outside Date | June 15, 2028 | EOD trigger if not achieved
Dates | Senior Initial Maturity | June 15, 2029 | 4-year initial term
Dates | Leasing Threshold Deadline | September 15, 2030 (30 mo post-TCO) | Per term sheet
Dates | First Extension Maturity | June 15, 2030
Dates | Final Extended Maturity | June 15, 2031
Property | Project Site | 450 West 34th Street, New York, NY 10001 | Block 729, Lots 1, 5, 12, 15 (Manhattan)
Property | Ground Rent | $4,200,000/yr | CPI escalation every 5 years
Insurance | Builder's Risk Coverage | $500,000,000 (replacement cost) | Fortis Indemnity Insurance Co.
Insurance | Title Insurance (Senior) | $475,000,000 — ALTA 2006 form | Sentinel Title & Escrow Company
Insurance | Title Insurance (Mezz/UCC) | $200,000,000 | Sentinel Title
Guarantor | MTDC FY2024 Operating Revenue | $1,120,000,000 | Whitfield Albrecht audit
Guarantor | MTDC Net Assets | $3,700,000,000 | Whitfield Albrecht audit
Guarantor | MTDC Credit Rating | A– | Pinnacle Ratings Group — PRG-MTDC-A-2024-1187
Guarantor | MTDC RE Portfolio Value | ~$4,800,000,000 across 11 states
[sheet: Attorney Assignments]
Issue # | Category | Responsible Attorney | Status | Priority | Escalation Required? | Escalation To | Due Date for Next Turn | Notes
1 | Definitions — Applicable Rate | Grace Nakamura | Open | Medium | Yes | Douglas Fairchild → Kenneth Pryor (Ironclad) | 2025-06-10 | Principal-level call needed if Clearfield/Whitmore cannot resolve
2 | Definitions — SOFR Floor | Rafael Dominguez | Resolved | Low | No | — | — | Confirmed in Draft 1 — no open issue
3 | Definitions — Completion Date / FM | Grace Nakamura | Resolved | High | No | — | — | Resolved at 75-day FM extension in Draft 4
4 | Definitions — TCO Milestone | Grace Nakamura | Resolved | High | No | — | — | Resolved at 55% NRA threshold in Draft 4
5 | Loan Terms — Commitment Amount | Rafael Dominguez | Resolved | Low | No | — | — | Confirmed per term sheet — no dispute
6 | Construction Advances — Independent Monitor | Grace Nakamura | Open | High | Yes | Douglas Fairchild → Kenneth Pryor | 2025-06-10 | Cost of independent monitor vs. reliance on Trident — Marcus Jennings reviewing
7 | Loan Terms — Origination Fee | Rafael Dominguez | Resolved | Low | No | — | — | Confirmed — $4,750,000 payable at closing
8 | Exit Fee — Maturity Waiver | Rafael Dominguez | Open | Medium | Possible | Angela Fontaine → Samantha Bledsoe (Ironclad) | 2025-06-10 | CFO Priya Subramanian flag — budget impact
9 | Maturity Date | Rafael Dominguez | Resolved | Low | No | — | — | No dispute — 6/15/2029 initial maturity
10 | Extension Options — Spread Increase / LTV Test | Grace Nakamura | Open | High | Yes | Douglas Fairchild → Kenneth Pryor | 2025-06-10 | Key commercial term — Fairchild/Pryor call scheduled
11 | Default Rate | Rafael Dominguez | Resolved | Medium | No | — | — | Agreed at +300 bps in Draft 3
12 | DSCR Covenant — Testing Period | Grace Nakamura | Resolved | High | No | — | — | Resolved at 9 months post-TCO commencement
13 | LTV Covenant — Appraisal Mechanism | Grace Nakamura | Resolved | High | No | — | — | Resolved with lender-approved review appraisal mechanism
14 | Debt Yield — Ground Rent Treatment | Grace Nakamura | Open | High | Yes | Douglas Fairchild → Kenneth Pryor | 2025-06-10 | Tight to covenant if ground rent deducted — Subramanian alerted
15 | Cash Sweep Mechanics | Grace Nakamura | Resolved | High | No | — | — | Resolved in Draft 3 — trigger 1.10x, cure 1.15x for 2Q
16 | Leasing Threshold — Tiered Remedy | Grace Nakamura | Open | High | Yes | Douglas Fairchild | 2025-06-10 | Fairchild pushing tiered approach with Whitmore
17 | Lease Approval Rights | Rafael Dominguez | Resolved | Medium | No | — | — | Deemed approval after 15 BD; anchor leases require affirmative consent
18 | Reserve Requirements — Interest Reserve | Rafael Dominguez | Open | Medium | Possible | Angela Fontaine | 2025-06-10 | 18 vs 24 month interest reserve — budget impact ~$8M difference
19 | Intercreditor — Standstill Period | Grace Nakamura | Open | High | Monitoring | N/A — separate negotiation track | 2025-06-12 | VRB (Ivanovic) / Clearfield (Whitmore) lead; C&H monitoring for borrower interests
20 | Ground Lease — NYCEDC Recognition | Grace Nakamura | Open | High | Yes | Douglas Fairchild + Raymond Cho (H&L) | 2025-06-10 | NYCEDC form non-standard; Raymond Cho assisting liaison
21 | SPE Covenants | Rafael Dominguez | Resolved | Medium | No | — | — | Resolved in Draft 3 — springing guaranty limited to bad-boy acts
22 | Insurance — Builder's Risk / GL | Rafael Dominguez | Resolved | Medium | No | — | — | Resolved — occurrence form for GL, claims-made for prof. liability
23 | Title Insurance — Mechanics' Lien Exception | Rafael Dominguez | Open | Medium | No | — | 2025-06-10 | Gail Merriman (Cobalt CFO) to deliver lien waiver
24 | GMP Contract — Amendment Threshold / Retainage | Grace Nakamura | Resolved | High | No | — | — | Resolved — $3M threshold, 7.5% retainage
25 | Completion Guaranty — Burn-off / FM | Grace Nakamura | Open | High | Yes | Douglas Fairchild → David Harrington (MTDC ED) / Margaret Kowalski (Board) | 2025-06-10 | Board approval required for guaranty scope
26 | Environmental Representations / Indemnity | Rafael Dominguez | Resolved | Medium | No | — | — | Resolved — indemnity limited to post-6/1/2020 conditions
27 | Zoning / Land Use Representations | Rafael Dominguez | Resolved | Medium | No | — | — | Resolved — reliance letter from H&L to Ironclad
28 | Financial Statement Reporting | Rafael Dominguez | Resolved | Medium | No | — | — | SPE reviewed (not audited) acceptable; MTDC audited annually
29 | Appraisal Representation | Rafael Dominguez | Resolved | Low | No | — | — | Confirmed — FIRREA/USPAP compliant; BAG-25-1092
30 | Monetary EOD Cure Period | Grace Nakamura | Resolved | Medium | No | — | — | Resolved — 5 BD monetary, 30 CD non-monetary (ext. to 60 CD)
31 | Cross-Default Provisions | Grace Nakamura | Resolved | Medium | No | — | — | Resolved — $50M MTDC threshold; GMP limited to bankruptcy/abandonment
32 | Transfer Restrictions — Govt. Instrumentality | Grace Nakamura | Open | High | Yes | Douglas Fairchild + Lydia Okafor (MTDC GC) | 2025-06-10 | Structural point re: MTDC govt. nature
33 | Construction Reporting / Inspections | Rafael Dominguez | Resolved | Medium | No | — | — | Resolved — 3 BD notice, 3%/2% variance thresholds
34 | Syndication / Assignment Rights | Rafael Dominguez | Resolved | Medium | No | — | — | Resolved — no consent for regulated FIs; $15M minimum assignment
35 | Equity Contribution Schedule | Grace Nakamura | Open | Medium | Yes | Douglas Fairchild → Kenneth Pryor | 2025-06-10 | Borrower wants 60/40 split; lender at 75/25
36 | Property Management | Rafael Dominguez | Resolved | Low | No | — | — | Resolved — Evergreen approved; 3% EGI; replacement at DSCR <1.10x for 3Q
37 | Closing Conditions — Post-Closing Period | Grace Nakamura | Open | Medium | No | — | 2025-06-10 | Minor items; should resolve easily
38 | Guarantor Financial Covenants | Grace Nakamura | Open | High | Yes | Douglas Fairchild → Kenneth Pryor / Margaret Kowalski | 2025-06-10 | Board Chair sensitive to rating covenant; liquidity test gap ($150M vs $175M)
39 | Lender Discretion Standard | Rafael Dominguez | Open | Medium | Possible | Douglas Fairchild | 2025-06-10 | Industry trend supports NUBWCD as default
40 | Sovereign Immunity Waiver | Grace Nakamura | Open | Medium | Yes | Douglas Fairchild + Lydia Okafor | 2025-06-10 | Novel issue — Clearfield reviewing precedent