1031-00004 · Hudson Yards West Mortgage LLC · Engagement

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CONFLICTS CHECK MEMORANDUM

TO: Douglas Fairchild, Partner, Real Estate Practice Group Angela Fontaine, Partner, Real Estate Practice Group

FROM: Grace Nakamura, Senior Associate, Real Estate Practice Group

DATE: February 12, 2025

RE: Conflicts Clearance — Metropolitan Transit Development Corp. (Hudson Yards West Financing) — Matter No. 1031-00004

CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is intended solely for use by the addressees and the Firm's General Counsel and Conflicts Committee. Do not distribute outside the Firm.

I. PURPOSE

This memorandum documents the results of the firm-wide conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Metropolitan Transit Development Corp. ("MTDC") to serve as borrower's counsel in connection with a $675,000,000 construction financing for the mixed-use development located at 450 West 34th Street, New York, New York 10001 (the "Hudson Yards West Project"). The proposed financing comprises two credit facilities: (a) a $475,000,000 senior mortgage loan (the "Senior Loan") from a syndicate of lenders to be led by Ironclad National Bank, N.A., as administrative agent, and (b) a $200,000,000 mezzanine loan (the "Mezzanine Loan") from Granite Peak Capital Partners, LP. The Senior Loan and the Mezzanine Loan are collectively referred to herein as the "Financing."

The conflicts check was initiated on February 12, 2025, concurrent with the opening of C&H Matter No. 1031-00004. This memorandum presents the methodology employed, identifies all parties and entities against which searches were conducted, reports the results of those searches, analyzes any identified conflicts or potential conflicts under the New York Rules of Professional Conduct and the Firm's internal Conflicts Policy, and sets forth the clearance determination and any conditions that must be satisfied before substantive work may commence on the engagement.

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the body of this memorandum.

II. ENGAGEMENT SUMMARY

MTDC has requested that C&H serve as borrower's counsel to MTDC and the to-be-formed special purpose entities described below in connection with the negotiation, documentation, and closing of the Financing. The principal elements of the proposed engagement are summarized as follows:

Client: Metropolitan Transit Development Corp. ("MTDC"), an Illinois government instrumentality.

Borrower Entities: MTDC will cause the formation of two Delaware limited liability companies to serve as the borrowing entities for the Financing: (a) Hudson Yards West Mortgage LLC, which will serve as the borrower under the Senior Loan, and (b) Hudson Yards West Mezzanine LLC, which will serve as the borrower under the Mezzanine Loan. Each entity will be a single-purpose, bankruptcy-remote vehicle formed in accordance with the requirements of the respective lenders.

Senior Lender: The Senior Loan will be made by a syndicate of lenders led by Ironclad National Bank, N.A. ("Ironclad"), a national banking association chartered by the Office of the Comptroller of the Currency, headquartered at 277 Park Avenue, New York, New York 10172. Ironclad will serve as administrative agent for the syndicate. Known syndicate participants as of the date hereof are identified in Section III.C below.

Mezzanine Lender: The Mezzanine Loan will be made by Granite Peak Capital Partners, LP ("Granite Peak"), a Delaware limited partnership, with offices at 9 West 57th Street, Suite 4200, New York, New York 10019.

Scope of Engagement: C&H's engagement will encompass the full scope of borrower-side representation, including without limitation: (i) review and negotiation of all Senior Loan and Mezzanine Loan documentation, including loan agreements, promissory notes, mortgage and security instruments, mezzanine pledge agreements, guaranty instruments, environmental indemnity agreements, intercreditor agreements, and all ancillary closing documents; (ii) formation of the SPE borrower entities and preparation of organizational documents; (iii) review of title, survey, and due diligence materials; (iv) coordination with local counsel, environmental counsel, and other advisors; (v) delivery of customary borrower's counsel legal opinions; and (vi) management of the closing process.

Responsible Partner: Douglas Fairchild, Partner, Real Estate Practice Group.

Billing Partner: Angela Fontaine, Partner, Real Estate Practice Group.

Target Closing Date: June 15, 2025.

Fee Arrangement: To be set forth in the engagement letter, which will be circulated to MTDC upon completion of conflicts clearance.

III. PARTIES AND ENTITIES SEARCHED

The following parties and entities were identified as requiring conflicts searches in connection with this engagement. The identification of these parties was based on the information provided by MTDC in its initial engagement request, supplementary information obtained from counsel for the lenders, publicly available records, and the professional judgment of the undersigned. All names were searched in their full and abbreviated forms, including known variations, trade names, and "also known as" designations, as further described in Section IV below.

A. Client and Client Affiliates

The following parties were searched as the client and client-affiliated entities:

1. Metropolitan Transit Development Corp. ("MTDC") — Illinois government instrumentality; Employer Identification Number 36-2847501. MTDC is the parent entity and will serve as the sole member or managing member (or indirect equity owner, as applicable) of the SPE borrower entities. MTDC was also searched under the abbreviated forms "MTDC," "Metro Transit Dev Corp," and "Metropolitan Transit."

2. Hudson Yards West Mortgage LLC — To be formed as a Delaware limited liability company. This entity does not yet exist and accordingly does not appear in any firm database; however, the name was searched against existing records to confirm that no prior entity with the same or a confusingly similar name appears in the Firm's systems.

3. Hudson Yards West Mezzanine LLC — To be formed as a Delaware limited liability company. The same observation regarding entity formation applies.

4. Key MTDC Principals Searched: The following individuals affiliated with MTDC were identified as key principals and were searched individually in the Firm's conflicts systems:

• Margaret Kowalski — Board Chair, MTDC

• David Harrington — Executive Director, MTDC

• Priya Subramanian — Chief Financial Officer, MTDC

• Marcus Jennings — Vice President, Real Estate Development, MTDC

• Lydia Okafor — General Counsel, MTDC

• Connor McBride — Project Director, Hudson Yards West Project, MTDC

B. Adverse / Potentially Adverse Parties

The following parties were searched as adverse or potentially adverse to the Firm's proposed client in connection with the Financing:

1. Ironclad National Bank, N.A. — National banking association, chartered by the Office of the Comptroller of the Currency; headquarters at 277 Park Avenue, New York, New York 10172. Ironclad will serve as the lead lender and administrative agent under the Senior Loan. Searched under variations including "Ironclad National," "Ironclad Bank," "Ironclad Natl Bank," and "INB."

2. Granite Peak Capital Partners, LP — Delaware limited partnership; principal offices at 9 West 57th Street, Suite 4200, New York, New York 10019. Granite Peak will serve as the sole mezzanine lender under the Mezzanine Loan. Searched under variations including "Granite Peak Capital," "Granite Peak Partners," "GPCP," and "Granite Peak LP."

3. Key Lender Personnel Searched: The following individuals associated with the lenders were identified as key contacts and were searched individually:

Ironclad National Bank, N.A.:

• Kenneth Pryor — Managing Director, Real Estate Finance

• Samantha Bledsoe — Vice President, Real Estate Finance

• Jordan Hale — Associate, Real Estate Finance

Granite Peak Capital Partners, LP:

• Diane Castellano — Managing Partner

• Victor Salinas — Partner, Real Estate Debt

• Rebecca Thornton — Vice President, Real Estate Debt

C. Known Syndicate Lenders (Senior Loan)

As of the date of this memorandum, the following financial institutions have been identified as anticipated participants in the lending syndicate for the Senior Loan. Each was searched individually:

1. Ridgeline Savings Bank — New York state-chartered savings bank.

2. Atlas Mutual Insurance Company — Connecticut mutual insurance company.

3. Commonwealth Trust Company — Pennsylvania trust company.

4. Harborview Federal Savings Bank — Federal savings bank, chartered by the Office of Thrift Supervision (now under OCC supervision); headquarters in New Jersey.

5. Meridian Pacific Bank — California state-chartered bank.

It is noted that the composition of the lending syndicate may change prior to closing. Additional conflicts searches will be required if new syndicate participants are added, as discussed further in Section IX below.

D. Opposing / Co-Transaction Counsel

The following law firms have been identified as counsel to other parties in the transaction and were searched for existing relationships, lateral-hire conflicts, and prior co-counsel or adverse engagements:

1. Clearfield & Associates LLP — New York limited liability partnership, with offices at 399 Park Avenue, 28th Floor, New York, New York 10022. Clearfield serves as counsel to Ironclad National Bank, N.A. in connection with the Senior Loan. The lead contact at Clearfield is Harrison Whitmore, Partner.

2. Voss Richter & Baines LLP ("VRB") — New York limited liability partnership, with offices at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. VRB serves as counsel to Granite Peak Capital Partners, LP in connection with the Mezzanine Loan. The lead contact at VRB is Natasha Ivanovic, Partner.

E. Other Transaction Parties Searched

The following additional transaction parties were identified and searched against the Firm's conflicts systems:

1. Cobalt Construction Group, Inc. — General contractor for the Hudson Yards West Project.

2. Evergreen Property Management LLC — Property manager for the completed development.

3. Sentinel Title & Escrow Company — Title and escrow agent for the transaction.

4. Broadstreet Appraisal Group, Inc. — Appraiser retained to provide the appraisal required by the lenders.

5. Apex Environmental Consultants, Inc. — Environmental consultant retained to prepare Phase I and Phase II environmental site assessments.

6. Hargrove & Linden, P.C. — Local zoning and land use counsel retained by MTDC in connection with the Project.

7. Whitfield Albrecht & Co. LLP — Auditor and accountant for MTDC.

8. Castleton Insurance Brokerage, Inc. — Insurance broker for the Project.

9. Trident Structural Engineers, P.C. — Structural engineer for the Project.

10. Fortis Indemnity Insurance Co. — Builder's risk insurer for the Project.

11. NYC Economic Development Corporation ("NYCEDC") — Ground lessor under the ground lease for the Project site.

12. Pinnacle Ratings Group — Credit rating agency that has been or may be retained to rate certain instruments or provide credit assessments in connection with the Financing.

IV. DATABASES AND SYSTEMS SEARCHED

The following databases and systems were queried as part of the conflicts check for Matter No. 1031-00004:

1. IntegriCheck Conflicts Clearance System (Version 8.4.1): The Firm's proprietary conflicts-clearance platform, which aggregates data from all client and matter records, party-name databases, engagement letters, and related files across all Firm offices globally. IntegriCheck was queried on February 12, 2025, at approximately 9:15 a.m. Eastern Time.

2. New Matter Intake Database (NMID): The Firm's centralized new-matter intake system, which captures all pending engagement requests and matters in the process of being opened. The NMID was queried on February 12, 2025, to identify any pending matters involving any of the searched parties.

3. Client/Matter Billing System (Elite Enterprise 3E): The Firm's billing and timekeeping system of record, which contains historical matter data, client identifiers, billing histories, and responsible-attorney assignments for all matters opened since the Firm's inception of the current system in 2007, as well as imported legacy data from prior billing systems dating to 1994. The billing system was queried on February 12, 2025.

4. Lateral-Hire Disclosure Database (LHDD): The Firm's database of disclosure statements submitted by lateral-hire attorneys in connection with their pre-employment conflicts clearance. The LHDD was queried on February 12, 2025, to identify any Firm attorneys who may have previously represented any of the searched parties at their prior firms, or who may have screened-off obligations or other restrictions arising from their prior practice.

Search Analyst: The search was conducted by Patricia Delgado, Conflicts Analyst, Office of the General Counsel, under the supervision of Brian Yoshida, Director of Conflicts and New Business Intake.

Search Methodology: All party names were searched using the following protocols:

(a) Full legal names of all entities and individuals as set forth in Section III above;

(b) Commonly used abbreviations, acronyms, and shortened forms (e.g., "MTDC," "Ironclad," "GPCP," "INB," "VRB," "NYCEDC");

(c) Known trade names, "doing business as" names, and "also known as" designations, to the extent identified through preliminary due diligence;

(d) Phonetic and "fuzzy" matching algorithms within IntegriCheck, set to a minimum confidence threshold of 70%, to capture potential misspellings, transliterations, and variant spellings;

(e) Affiliated-entity tree searches, whereby searches for a named entity automatically cascade to known parents, subsidiaries, and affiliates as reflected in the IntegriCheck entity-relationship database (this feature was particularly relevant for Ironclad National Bank, N.A., which is a subsidiary of Ironclad Financial Group, Inc., a publicly traded bank holding company); and

(f) Individual-name searches were conducted using first name, last name, middle initial (where known), and common name variants (e.g., "Ken" for "Kenneth," "Sam" for "Samantha," "Becky" for "Rebecca").

All search results were reviewed manually by the undersigned and by Patricia Delgado to confirm relevance and to distinguish true positives from false matches.

V. RESULTS OF CONFLICTS SEARCH

Set forth below are the detailed results of the conflicts search for each category of searched parties. For each party producing a positive search result, the memorandum identifies the relevant matter number(s), practice group(s), nature of representation, current status, and any potential conflict implicated by the proposed engagement.

A. Ironclad National Bank, N.A.

The search returned multiple positive results for Ironclad National Bank, N.A. and its parent, Ironclad Financial Group, Inc. The Firm's current and prior representations of Ironclad entities are summarized as follows:

1. Current Representations:

2. Prior Representations (Closed — Selected):

3. Analysis:

The proposed engagement requires C&H to represent MTDC as borrower adverse to Ironclad National Bank, N.A. as the lead lender and administrative agent under the Senior Loan. Because C&H currently represents Ironclad in multiple open matters—including, notably, Matter No. 1031-00004 (Angela Fontaine, responsible partner), which involves the representation of Ironclad as a lender in a real estate financing transaction—this engagement implicates New York Rule of Professional Conduct 1.7(a)(1), which provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation involves a concurrent conflict of interest, specifically where "the representation of one client will be directly adverse to another client."

The adversity here is clear: in the proposed MTDC engagement, C&H would negotiate the terms of the Senior Loan on behalf of the borrower against Ironclad, while simultaneously representing Ironclad in other active matters, including another real estate lending transaction. Although the matters are unrelated in terms of subject matter, the concurrent representation of adverse parties in active matters creates a direct adversity conflict that requires analysis under NYRPC 1.7(b) to determine whether the conflict is consentable.

Under NYRPC 1.7(b), a lawyer may represent a client notwithstanding a concurrent conflict of interest if: (i) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (ii) the representation is not prohibited by law; (iii) the representation does not involve the assertion of a claim by one client against the other client represented by the lawyer in the same litigation or other proceeding before a tribunal; and (iv) each affected client gives informed consent, confirmed in writing.

All four conditions appear to be satisfiable here. The MTDC engagement and the existing Ironclad engagements involve wholly unrelated matters; the MTDC representation does not involve any litigation or tribunal proceeding against Ironclad; and C&H can provide competent and diligent representation to both MTDC and Ironclad. Accordingly, the conflict is consentable, but informed written consent must be obtained from both MTDC and Ironclad National Bank, N.A. before C&H may commence substantive work on Matter No. 1031-00004.

Conclusion: Conflict identified — consentable under NYRPC 1.7(b). Informed written consent required from both MTDC and Ironclad National Bank, N.A.

B. Granite Peak Capital Partners, LP

The search returned one positive result for Granite Peak Capital Partners, LP:

No current open matters were identified for Granite Peak. Searches for the individual principals of Granite Peak—Diane Castellano, Victor Salinas, and Rebecca Thornton—returned no results.

Analysis:

Because C&H's sole representation of Granite Peak (Matter No. 1031-00004) was closed in 2023 and involved fund formation services wholly unrelated to the subject matter of the proposed Mezzanine Loan, this engagement is analyzed under NYRPC 1.9 (Duties to Former Clients) rather than NYRPC 1.7.

Under NYRPC 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The fund formation representation (Matter No. 1031-00004) involved the structuring and regulatory aspects of Granite Peak's investment fund and is not "substantially related" to the current mezzanine lending transaction. No confidential information obtained during the fund formation engagement would be material to or usable in the negotiation of the Mezzanine Loan documentation. The two matters involve different legal issues, different facts, and different counterparties.

Notwithstanding this conclusion, as a matter of professional courtesy and prudent practice, the undersigned recommends that C&H provide notice to Granite Peak of the proposed engagement. Such notice is not legally required under NYRPC 1.9 given the absence of substantial relatedness, but it serves the Firm's interest in maintaining transparency with entities that have been clients of the Firm.

Conclusion: No conflict identified under NYRPC 1.9. Formal consent not required. Courtesy notice to Granite Peak recommended.

C. Syndicate Lenders

Each of the five identified syndicate participants in the Senior Loan was searched individually. Results are reported below:

1. Ridgeline Savings Bank

The search returned no results for Ridgeline Savings Bank. C&H has no current or prior representations of Ridgeline, and no Firm attorneys were identified as having prior relationships with Ridgeline through lateral-hire disclosures.

Conclusion: No conflict identified. No action required.

2. Atlas Mutual Insurance Company

The search returned one positive result:

Analysis: C&H currently represents Atlas Mutual in an active insurance regulatory matter. In the proposed MTDC engagement, Atlas Mutual is a syndicate participant in the Senior Loan—i.e., a lender whose interests are adverse to MTDC as borrower. This creates a concurrent-client conflict under NYRPC 1.7(a)(1). The analysis mirrors that applicable to Ironclad: the matters are unrelated; C&H can provide competent and diligent representation in both engagements; and no litigation or tribunal proceeding is involved. The conflict is therefore consentable under NYRPC 1.7(b), subject to informed written consent from both MTDC and Atlas Mutual.

Conclusion: Conflict identified — consentable under NYRPC 1.7(b). Informed written consent required from both MTDC and Atlas Mutual Insurance Company.

3. Commonwealth Trust Company

The search returned one positive result:

Analysis: The prior representation was closed in 2020 and involved fiduciary litigation in a trusts-and-estates context. The matter is not substantially related to the proposed real estate construction financing. No confidential information from the prior engagement would be material to the current transaction. Under NYRPC 1.9, no conflict exists.

Conclusion: No conflict identified under NYRPC 1.9. No action required.

4. Harborview Federal Savings Bank

The search returned two positive results:

Analysis: C&H currently represents Harborview in an active matter (Matter No. 1031-00004), in which Harborview is a lender and C&H serves as lender's counsel. In the proposed MTDC engagement, Harborview is a syndicate participant in the Senior Loan—again in the capacity of a lender, but here C&H would be representing the borrower on the opposite side of the transaction. This presents a concurrent-client conflict under NYRPC 1.7(a)(1). The conflict is particularly noteworthy because both the existing Harborview engagement and the proposed MTDC engagement are in the Real Estate Practice Group, and the responsible partner for the existing Harborview matter (Angela Fontaine) is also the billing partner for the proposed MTDC engagement. While the matters are factually unrelated—involving different properties, different borrowers, and different loan terms—the overlap in practice group and responsible attorney warrants careful attention.

Under NYRPC 1.7(b), the conflict remains consentable provided that (i) C&H reasonably believes it can provide competent and diligent representation to both MTDC and Harborview; (ii) informed written consent is obtained from both clients; and (iii) the representation does not involve the assertion of a claim by one client against the other in the same proceeding. All three conditions can be met here. However, given that Angela Fontaine is the responsible partner on the existing Harborview matter and the billing partner on the proposed MTDC matter, C&H should consider whether an internal arrangement (such as designating a different billing partner for one of the two matters) would be advisable to mitigate any perception of divided loyalty. The undersigned recommends discussing this issue with the Conflicts Committee.

Conclusion: Conflict identified — consentable under NYRPC 1.7(b). Informed written consent required from both MTDC and Harborview Federal Savings Bank. Internal staffing considerations should be reviewed with the Conflicts Committee.

5. Meridian Pacific Bank

The search returned no results for Meridian Pacific Bank. C&H has no current or prior representations of Meridian Pacific, and no lateral-hire disclosures reference Meridian Pacific.

Conclusion: No conflict identified. No action required.

D. Clearfield & Associates LLP

The search returned no results indicating any current or prior representation of Clearfield & Associates LLP as a client of C&H. Additionally, no matters were identified in which Clearfield and C&H served as co-counsel on the same engagement.

A search of the Lateral-Hire Disclosure Database identified that Jasmine Torres, a fourth-year associate in the Firm's Real Estate Practice Group, was formerly employed as a second-year associate at Clearfield & Associates LLP from September 2020 through August 2022. Ms. Torres's lateral-hire disclosure statement, dated September 1, 2022, indicates that she worked primarily on commercial real estate transactions during her tenure at Clearfield. Her disclosure identifies several matters on which she worked at Clearfield, including representations of various lending institutions. Notably, Ms. Torres's disclosure does not identify any work performed on behalf of Ironclad National Bank, N.A. or any of the other parties to the proposed MTDC transaction during her time at Clearfield. Furthermore, Ms. Torres has no screened-off obligations or ethical-wall restrictions arising from her prior employment.

Analysis: No conflict of interest arises from Ms. Torres's prior employment at Clearfield. Clearfield is opposing counsel, not a client of C&H, and there is no prohibition under the New York Rules of Professional Conduct on C&H's representation of a client in a transaction in which Clearfield represents an adverse party, absent some specific conflict (e.g., a lawyer personally having represented the adverse party at the opposing firm on a substantially related matter, implicating NYRPC 1.9 and 1.10). Ms. Torres's lateral-hire disclosure does not reveal any such issue. However, as a precaution, Ms. Torres should confirm in writing that she did not perform any work for Ironclad National Bank, N.A. while at Clearfield that would be substantially related to the Hudson Yards West Financing.

Conclusion: No conflict identified. Precautionary confirmation to be obtained from Jasmine Torres regarding her prior work at Clearfield.

E. Voss Richter & Baines LLP

The search returned no results indicating any current or prior representation of Voss Richter & Baines LLP ("VRB") as a client of C&H. No matters were identified in which VRB and C&H served as co-counsel.

A search of the Lateral-Hire Disclosure Database returned no results for any current C&H attorneys with prior employment at VRB.

Separately, the search identified two matters in which C&H and VRB were on opposing sides of transactions: (i) Matter No. 1031-00004 (C&H represented a buyer and VRB represented a seller in a commercial real estate acquisition in 2021), and (ii) Matter No. 1031-00004 (C&H represented a lender and VRB represented a borrower in a multifamily acquisition financing in 2023). Both matters are closed. Neither gives rise to any conflict, as opposing counsel relationships in prior transactions do not create conflicts of interest under the New York Rules of Professional Conduct.

Conclusion: No conflict identified. No action required.

F. Other Transaction Parties

Searches were conducted for each of the twelve additional transaction parties identified in Section III.E above. Results are summarized as follows:

NYCEDC — Detailed Results:

Analysis (NYCEDC): NYCEDC is the ground lessor under the ground lease for the Hudson Yards West Project site. In the proposed MTDC engagement, C&H will represent MTDC as borrower; NYCEDC is not directly adverse to MTDC in the Financing itself (NYCEDC is not a lender), but the ground lease is a critical underlying document, and issues may arise during the transaction that require C&H to negotiate with NYCEDC on behalf of MTDC (e.g., ground lessor estoppel certificates, ground lease amendments, subordination and non-disturbance agreements, or lender recognition agreements). In such circumstances, C&H would be adverse to NYCEDC on behalf of MTDC, while simultaneously representing NYCEDC in an active environmental matter (Matter No. 1031-00004).

This potential adversity implicates NYRPC 1.7(a)(1). Although the degree of adversity between MTDC and NYCEDC in the context of the Financing may be limited (the ground lease is already in place, and the negotiations are typically ministerial in nature), the possibility of substantive disagreement cannot be ruled out. The conflict is consentable under NYRPC 1.7(b), but informed written consent should be obtained from both MTDC and NYCEDC. In the alternative, C&H could limit the scope of its engagement for MTDC to exclude any direct negotiations with NYCEDC and direct that MTDC retain separate counsel (such as Hargrove & Linden, P.C.) for all ground lessor-related matters.

Conclusion (NYCEDC): Potential conflict identified — consentable under NYRPC 1.7(b). Informed written consent recommended from both MTDC and NYCEDC, or, alternatively, scope limitation on C&H's engagement with respect to ground lessor matters.

VI. ANALYSIS AND ASSESSMENT

A. Applicable Rules

The conflicts analysis set forth in this memorandum is governed by the following authorities:

1. New York Rules of Professional Conduct, Rule 1.7 — Current Client Conflicts of Interest. Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Rule 1.7(b) permits representation notwithstanding a concurrent conflict if specified conditions are met, including informed consent confirmed in writing from each affected client.

2. New York Rules of Professional Conduct, Rule 1.8 — Current Clients: Specific Conflict Rules. Rule 1.8 addresses specific categories of conflicts involving current clients, including business transactions with clients, use of client information, and proprietary interests in the subject matter of representation. No issues under Rule 1.8 are implicated by the proposed engagement.

3. New York Rules of Professional Conduct, Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Rule 1.9(c) prohibits the use of information relating to the former representation to the disadvantage of the former client, except as permitted or required by the Rules.

4. New York Rules of Professional Conduct, Rule 1.10 — Imputation of Conflicts of Interest. Rule 1.10(a) provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm. Rule 1.10(e) permits screening of lateral-hire lawyers in certain circumstances.

5. New York Rules of Professional Conduct, Rule 1.0(j) — Informed Consent. Rule 1.0(j) defines "informed consent" as the agreement by a person to a proposed course of conduct after the lawyer has communicated information adequate for the person to make an informed decision, and after the lawyer has adequately explained the material risks and reasonably available alternatives.

6. Calderwood & Harkness LLP Conflicts Policy (Revised January 2024). The Firm's internal Conflicts Policy supplements the requirements of the New York Rules of Professional Conduct and, in certain respects, imposes more stringent requirements. All conflicts determinations must be reviewed and approved by the Conflicts Committee before substantive work may commence on a new matter involving an identified conflict.

B. Summary of Identified Conflicts or Potential Conflicts

Based on the search results and analysis set forth in Section V above, the following conflicts or potential conflicts have been identified:

Additionally, the following items were noted but do not constitute actionable conflicts:

(a) Granite Peak Capital Partners, LP (former client): Prior representation closed in 2023; not substantially related to the current matter. No conflict under NYRPC 1.9. Courtesy notice recommended.

(b) Commonwealth Trust Company (former client): Prior representation closed in 2020; not substantially related. No conflict under NYRPC 1.9. No action required.

(c) Fortis Indemnity Insurance Co. (former client): Prior representation closed in 2019; not substantially related. No conflict under NYRPC 1.9. No action required.

(d) Jasmine Torres (lateral hire from Clearfield): No conflict identified; precautionary written confirmation to be obtained.

C. Consent / Waiver Requirements

For each identified conflict requiring consent, the following table sets forth the parties from whom consent must be obtained, the proposed form of disclosure, and the C&H partner responsible for obtaining consent:

Conflict No. 1: MTDC / Ironclad National Bank, N.A.

Consent from MTDC: A letter to Lydia Okafor, General Counsel of MTDC, disclosing the Firm's current representations of Ironclad in unrelated matters and requesting MTDC's informed written consent to C&H's representation of MTDC in the Financing notwithstanding C&H's concurrent representation of Ironclad. The letter shall describe the nature of the concurrent representations in sufficient detail to permit MTDC to make an informed decision, including a description of the existing Ironclad matters (to the extent that such disclosure does not violate C&H's duty of confidentiality to Ironclad) and an explanation of the safeguards C&H will implement to protect client confidences.

Consent from Ironclad: A letter to the attention of Ironclad's General Counsel (or, if directed, to Ironclad's outside engagement coordinator), disclosing C&H's proposed representation of MTDC as borrower in the Financing and requesting Ironclad's informed written consent. The letter shall note that C&H's existing representations of Ironclad will be unaffected and that appropriate information barriers will be maintained.

Responsible Partner: Douglas Fairchild (MTDC consent); Robert Stein (Ironclad consent, in coordination with Douglas Fairchild).

Advance Waiver Review: The Firm's engagement letter with Ironclad for Matter No. 1031-00004 (dated March 14, 2022) contains an advance conflict waiver in Section 8, in which Ironclad consented to C&H's representation of other clients in matters adverse to Ironclad, provided that such matters are not substantially related to the subject matter of C&H's representation of Ironclad and do not involve the assertion of a claim against Ironclad by another C&H client in litigation. The proposed MTDC engagement appears to fall within the scope of this advance waiver. Nonetheless, consistent with the Firm's Conflicts Policy and as a matter of best practice, the undersigned recommends that C&H obtain a transaction-specific confirmation of consent from Ironclad, rather than relying solely on the advance waiver.

Conflict No. 2: MTDC / Atlas Mutual Insurance Company

Consent from MTDC: To be included in the same consent letter described above (Conflict No. 1), which will disclose all identified concurrent-client conflicts collectively.

Consent from Atlas Mutual: A letter to Atlas Mutual's General Counsel disclosing C&H's proposed representation of MTDC in the Financing and requesting Atlas Mutual's informed written consent.

Responsible Partner: Helen Krieger (Atlas Mutual consent, in coordination with Douglas Fairchild).

Advance Waiver Review: The Firm's engagement letter with Atlas Mutual for Matter No. 1031-00004 (dated June 7, 2023) does not contain an advance conflict waiver. Transaction-specific consent is required.

Conflict No. 3: MTDC / Harborview Federal Savings Bank

Consent from MTDC: To be included in the consolidated MTDC consent letter described above.

Consent from Harborview: A letter to Harborview's Chief Legal Officer disclosing C&H's proposed representation of MTDC in the Financing and requesting Harborview's informed written consent.

Responsible Partner: Angela Fontaine (Harborview consent, in coordination with Douglas Fairchild). Note: Given Angela Fontaine's dual role as billing partner for the proposed MTDC engagement and responsible partner for the existing Harborview engagement (Matter No. 1031-00004), the consent letter should be reviewed by the Conflicts Committee before transmission.

Advance Waiver Review: The Firm's engagement letter with Harborview for Matter No. 1031-00004 (dated September 20, 2023) contains an advance conflict waiver substantively identical to the Ironclad waiver referenced above. The same recommendation applies: transaction-specific confirmation of consent should be obtained notwithstanding the advance waiver.

Conflict No. 4: MTDC / NYC Economic Development Corporation

Consent from MTDC: To be included in the consolidated MTDC consent letter described above.

Consent from NYCEDC: A letter to NYCEDC's General Counsel disclosing C&H's proposed representation of MTDC in the Financing and the possibility that C&H may be called upon to negotiate with NYCEDC on ground lease-related matters in connection with the Financing. The letter should request NYCEDC's informed written consent.

Alternative Approach: If NYCEDC declines to consent, or if the Conflicts Committee determines that the scope-limitation approach is preferable, C&H's engagement letter with MTDC shall include a carve-out excluding all direct negotiations with NYCEDC from the scope of C&H's representation. In that event, MTDC shall be advised to engage Hargrove & Linden, P.C. (or other counsel) to handle all ground lessor matters.

Responsible Partner: Rachel Dominguez (NYCEDC consent, in coordination with Douglas Fairchild).

Advance Waiver Review: The Firm's engagement letter with NYCEDC for Matter No. 1031-00004 (dated February 3, 2024) does not contain an advance conflict waiver. Transaction-specific consent is required.

VII. PRIOR AND CURRENT REPRESENTATIONS OF MTDC

The search returned the following results for prior and current C&H representations of MTDC:

C&H has maintained a longstanding attorney-client relationship with MTDC, with Douglas Fairchild serving as the primary relationship partner for real estate matters. The existing open matter (Matter No. 1031-00004, environmental litigation) does not present any conflict with the proposed engagement. Both representations are on behalf of the same client (MTDC), and there is no material limitation under NYRPC 1.7(a)(2) that would impair C&H's ability to provide competent and diligent representation in either matter.

The proposed engagement is consistent with the Firm's ongoing client relationship with MTDC and represents a natural extension of C&H's prior real estate work for the organization, including the prior construction financing matter (No. 34782-0003) and the ground lease acquisition (No. 28940-0001), both of which were led by Douglas Fairchild.

VIII. CONCLUSION AND CLEARANCE DETERMINATION

Based on the foregoing analysis, the proposed engagement of Calderwood & Harkness LLP by Metropolitan Transit Development Corp. in connection with the Hudson Yards West Financing (Matter No. 1031-00004) is:

CLEARED SUBJECT TO CONDITIONS

The engagement is cleared subject to satisfaction of the following conditions:

1. Informed written consent must be obtained from each of the following parties:

(a) Metropolitan Transit Development Corp. (MTDC) — consenting to C&H's concurrent representation of Ironclad National Bank, N.A., Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and NYC Economic Development Corporation in unrelated matters;

(b) Ironclad National Bank, N.A. — consenting to C&H's representation of MTDC as borrower in the Financing (or, alternatively, confirmation that the existing advance conflict waiver is sufficient, upon approval of the Conflicts Committee);

(d) Harborview Federal Savings Bank — consenting to C&H's representation of MTDC as borrower in the Financing (or, alternatively, confirmation that the existing advance conflict waiver is sufficient, upon approval of the Conflicts Committee);

(e) NYC Economic Development Corporation — consenting to C&H's representation of MTDC in the Financing, including potential negotiations with NYCEDC on ground lease matters (or, alternatively, implementation of a scope limitation excluding direct NYCEDC negotiations from C&H's engagement).

2. Precautionary written confirmation from Jasmine Torres that she did not perform any work for Ironclad National Bank, N.A. or any other party to the Financing while employed at Clearfield & Associates LLP.

CONFLICTS CHECK MEMORANDUM
TO: Douglas Fairchild, Partner, Real Estate Practice Group Angela Fontaine, Partner, Real Estate Practice Group
FROM: Grace Nakamura, Senior Associate, Real Estate Practice Group
DATE: February 12, 2025
RE: Conflicts Clearance — Metropolitan Transit Development Corp. (Hudson Yards West Financing) — Matter No. 1031-00004
CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is intended solely for use by the addressees and the Firm's General Counsel and Conflicts Committee. Do not distribute outside the Firm.
I. PURPOSE
This memorandum documents the results of the firm-wide conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Metropolitan Transit Development Corp. ("MTDC") to serve as borrower's counsel in connection with a $675,000,000 construction financing for the mixed-use development located at 450 West 34th Street, New York, New York 10001 (the "Hudson Yards West Project"). The proposed financing comprises two credit facilities: (a) a $475,000,000 senior mortgage loan (the "Senior Loan") from a syndicate of lenders to be led by Ironclad National Bank, N.A., as administrative agent, and (b) a $200,000,000 mezzanine loan (the "Mezzanine Loan") from Granite Peak Capital Partners, LP. The Senior Loan and the Mezzanine Loan are collectively referred to herein as the "Financing."
The conflicts check was initiated on February 12, 2025, concurrent with the opening of C&H Matter No. 1031-00004. This memorandum presents the methodology employed, identifies all parties and entities against which searches were conducted, reports the results of those searches, analyzes any identified conflicts or potential conflicts under the New York Rules of Professional Conduct and the Firm's internal Conflicts Policy, and sets forth the clearance determination and any conditions that must be satisfied before substantive work may commence on the engagement.
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the body of this memorandum.
II. ENGAGEMENT SUMMARY
MTDC has requested that C&H serve as borrower's counsel to MTDC and the to-be-formed special purpose entities described below in connection with the negotiation, documentation, and closing of the Financing. The principal elements of the proposed engagement are summarized as follows:
Client: Metropolitan Transit Development Corp. ("MTDC"), an Illinois government instrumentality.
Borrower Entities: MTDC will cause the formation of two Delaware limited liability companies to serve as the borrowing entities for the Financing: (a) Hudson Yards West Mortgage LLC, which will serve as the borrower under the Senior Loan, and (b) Hudson Yards West Mezzanine LLC, which will serve as the borrower under the Mezzanine Loan. Each entity will be a single-purpose, bankruptcy-remote vehicle formed in accordance with the requirements of the respective lenders.
Senior Lender: The Senior Loan will be made by a syndicate of lenders led by Ironclad National Bank, N.A. ("Ironclad"), a national banking association chartered by the Office of the Comptroller of the Currency, headquartered at 277 Park Avenue, New York, New York 10172. Ironclad will serve as administrative agent for the syndicate. Known syndicate participants as of the date hereof are identified in Section III.C below.
Mezzanine Lender: The Mezzanine Loan will be made by Granite Peak Capital Partners, LP ("Granite Peak"), a Delaware limited partnership, with offices at 9 West 57th Street, Suite 4200, New York, New York 10019.
Scope of Engagement: C&H's engagement will encompass the full scope of borrower-side representation, including without limitation: (i) review and negotiation of all Senior Loan and Mezzanine Loan documentation, including loan agreements, promissory notes, mortgage and security instruments, mezzanine pledge agreements, guaranty instruments, environmental indemnity agreements, intercreditor agreements, and all ancillary closing documents; (ii) formation of the SPE borrower entities and preparation of organizational documents; (iii) review of title, survey, and due diligence materials; (iv) coordination with local counsel, environmental counsel, and other advisors; (v) delivery of customary borrower's counsel legal opinions; and (vi) management of the closing process.
Responsible Partner: Douglas Fairchild, Partner, Real Estate Practice Group.
Billing Partner: Angela Fontaine, Partner, Real Estate Practice Group.
Target Closing Date: June 15, 2025.
Fee Arrangement: To be set forth in the engagement letter, which will be circulated to MTDC upon completion of conflicts clearance.
III. PARTIES AND ENTITIES SEARCHED
The following parties and entities were identified as requiring conflicts searches in connection with this engagement. The identification of these parties was based on the information provided by MTDC in its initial engagement request, supplementary information obtained from counsel for the lenders, publicly available records, and the professional judgment of the undersigned. All names were searched in their full and abbreviated forms, including known variations, trade names, and "also known as" designations, as further described in Section IV below.
A. Client and Client Affiliates
The following parties were searched as the client and client-affiliated entities:
1. Metropolitan Transit Development Corp. ("MTDC") — Illinois government instrumentality; Employer Identification Number 36-2847501. MTDC is the parent entity and will serve as the sole member or managing member (or indirect equity owner, as applicable) of the SPE borrower entities. MTDC was also searched under the abbreviated forms "MTDC," "Metro Transit Dev Corp," and "Metropolitan Transit."
2. Hudson Yards West Mortgage LLC — To be formed as a Delaware limited liability company. This entity does not yet exist and accordingly does not appear in any firm database; however, the name was searched against existing records to confirm that no prior entity with the same or a confusingly similar name appears in the Firm's systems.
3. Hudson Yards West Mezzanine LLC — To be formed as a Delaware limited liability company. The same observation regarding entity formation applies.
4. Key MTDC Principals Searched: The following individuals affiliated with MTDC were identified as key principals and were searched individually in the Firm's conflicts systems:
• Margaret Kowalski — Board Chair, MTDC
• David Harrington — Executive Director, MTDC
• Priya Subramanian — Chief Financial Officer, MTDC
• Marcus Jennings — Vice President, Real Estate Development, MTDC
• Lydia Okafor — General Counsel, MTDC
• Connor McBride — Project Director, Hudson Yards West Project, MTDC
B. Adverse / Potentially Adverse Parties
The following parties were searched as adverse or potentially adverse to the Firm's proposed client in connection with the Financing:
1. Ironclad National Bank, N.A. — National banking association, chartered by the Office of the Comptroller of the Currency; headquarters at 277 Park Avenue, New York, New York 10172. Ironclad will serve as the lead lender and administrative agent under the Senior Loan. Searched under variations including "Ironclad National," "Ironclad Bank," "Ironclad Natl Bank," and "INB."
2. Granite Peak Capital Partners, LP — Delaware limited partnership; principal offices at 9 West 57th Street, Suite 4200, New York, New York 10019. Granite Peak will serve as the sole mezzanine lender under the Mezzanine Loan. Searched under variations including "Granite Peak Capital," "Granite Peak Partners," "GPCP," and "Granite Peak LP."
3. Key Lender Personnel Searched: The following individuals associated with the lenders were identified as key contacts and were searched individually:
Ironclad National Bank, N.A.:
• Kenneth Pryor — Managing Director, Real Estate Finance
• Samantha Bledsoe — Vice President, Real Estate Finance
• Jordan Hale — Associate, Real Estate Finance
Granite Peak Capital Partners, LP:
• Diane Castellano — Managing Partner
• Victor Salinas — Partner, Real Estate Debt
• Rebecca Thornton — Vice President, Real Estate Debt
C. Known Syndicate Lenders (Senior Loan)
As of the date of this memorandum, the following financial institutions have been identified as anticipated participants in the lending syndicate for the Senior Loan. Each was searched individually:
1. Ridgeline Savings Bank — New York state-chartered savings bank.
2. Atlas Mutual Insurance Company — Connecticut mutual insurance company.
3. Commonwealth Trust Company — Pennsylvania trust company.
4. Harborview Federal Savings Bank — Federal savings bank, chartered by the Office of Thrift Supervision (now under OCC supervision); headquarters in New Jersey.
5. Meridian Pacific Bank — California state-chartered bank.
It is noted that the composition of the lending syndicate may change prior to closing. Additional conflicts searches will be required if new syndicate participants are added, as discussed further in Section IX below.
D. Opposing / Co-Transaction Counsel
The following law firms have been identified as counsel to other parties in the transaction and were searched for existing relationships, lateral-hire conflicts, and prior co-counsel or adverse engagements:
1. Clearfield & Associates LLP — New York limited liability partnership, with offices at 399 Park Avenue, 28th Floor, New York, New York 10022. Clearfield serves as counsel to Ironclad National Bank, N.A. in connection with the Senior Loan. The lead contact at Clearfield is Harrison Whitmore, Partner.
2. Voss Richter & Baines LLP ("VRB") — New York limited liability partnership, with offices at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. VRB serves as counsel to Granite Peak Capital Partners, LP in connection with the Mezzanine Loan. The lead contact at VRB is Natasha Ivanovic, Partner.
E. Other Transaction Parties Searched
The following additional transaction parties were identified and searched against the Firm's conflicts systems:
1. Cobalt Construction Group, Inc. — General contractor for the Hudson Yards West Project.
2. Evergreen Property Management LLC — Property manager for the completed development.
3. Sentinel Title & Escrow Company — Title and escrow agent for the transaction.
4. Broadstreet Appraisal Group, Inc. — Appraiser retained to provide the appraisal required by the lenders.
5. Apex Environmental Consultants, Inc. — Environmental consultant retained to prepare Phase I and Phase II environmental site assessments.
6. Hargrove & Linden, P.C. — Local zoning and land use counsel retained by MTDC in connection with the Project.
7. Whitfield Albrecht & Co. LLP — Auditor and accountant for MTDC.
8. Castleton Insurance Brokerage, Inc. — Insurance broker for the Project.
9. Trident Structural Engineers, P.C. — Structural engineer for the Project.
10. Fortis Indemnity Insurance Co. — Builder's risk insurer for the Project.
11. NYC Economic Development Corporation ("NYCEDC") — Ground lessor under the ground lease for the Project site.
12. Pinnacle Ratings Group — Credit rating agency that has been or may be retained to rate certain instruments or provide credit assessments in connection with the Financing.
IV. DATABASES AND SYSTEMS SEARCHED
The following databases and systems were queried as part of the conflicts check for Matter No. 1031-00004:
1. IntegriCheck Conflicts Clearance System (Version 8.4.1): The Firm's proprietary conflicts-clearance platform, which aggregates data from all client and matter records, party-name databases, engagement letters, and related files across all Firm offices globally. IntegriCheck was queried on February 12, 2025, at approximately 9:15 a.m. Eastern Time.
2. New Matter Intake Database (NMID): The Firm's centralized new-matter intake system, which captures all pending engagement requests and matters in the process of being opened. The NMID was queried on February 12, 2025, to identify any pending matters involving any of the searched parties.
3. Client/Matter Billing System (Elite Enterprise 3E): The Firm's billing and timekeeping system of record, which contains historical matter data, client identifiers, billing histories, and responsible-attorney assignments for all matters opened since the Firm's inception of the current system in 2007, as well as imported legacy data from prior billing systems dating to 1994. The billing system was queried on February 12, 2025.
4. Lateral-Hire Disclosure Database (LHDD): The Firm's database of disclosure statements submitted by lateral-hire attorneys in connection with their pre-employment conflicts clearance. The LHDD was queried on February 12, 2025, to identify any Firm attorneys who may have previously represented any of the searched parties at their prior firms, or who may have screened-off obligations or other restrictions arising from their prior practice.
Search Analyst: The search was conducted by Patricia Delgado, Conflicts Analyst, Office of the General Counsel, under the supervision of Brian Yoshida, Director of Conflicts and New Business Intake.
Search Methodology: All party names were searched using the following protocols:
(a) Full legal names of all entities and individuals as set forth in Section III above;
(b) Commonly used abbreviations, acronyms, and shortened forms (e.g., "MTDC," "Ironclad," "GPCP," "INB," "VRB," "NYCEDC");
(c) Known trade names, "doing business as" names, and "also known as" designations, to the extent identified through preliminary due diligence;
(d) Phonetic and "fuzzy" matching algorithms within IntegriCheck, set to a minimum confidence threshold of 70%, to capture potential misspellings, transliterations, and variant spellings;
(e) Affiliated-entity tree searches, whereby searches for a named entity automatically cascade to known parents, subsidiaries, and affiliates as reflected in the IntegriCheck entity-relationship database (this feature was particularly relevant for Ironclad National Bank, N.A., which is a subsidiary of Ironclad Financial Group, Inc., a publicly traded bank holding company); and
(f) Individual-name searches were conducted using first name, last name, middle initial (where known), and common name variants (e.g., "Ken" for "Kenneth," "Sam" for "Samantha," "Becky" for "Rebecca").
All search results were reviewed manually by the undersigned and by Patricia Delgado to confirm relevance and to distinguish true positives from false matches.
V. RESULTS OF CONFLICTS SEARCH
Set forth below are the detailed results of the conflicts search for each category of searched parties. For each party producing a positive search result, the memorandum identifies the relevant matter number(s), practice group(s), nature of representation, current status, and any potential conflict implicated by the proposed engagement.
A. Ironclad National Bank, N.A.
The search returned multiple positive results for Ironclad National Bank, N.A. and its parent, Ironclad Financial Group, Inc. The Firm's current and prior representations of Ironclad entities are summarized as follows:
1. Current Representations:
2. Prior Representations (Closed — Selected):
3. Analysis:
The proposed engagement requires C&H to represent MTDC as borrower adverse to Ironclad National Bank, N.A. as the lead lender and administrative agent under the Senior Loan. Because C&H currently represents Ironclad in multiple open matters—including, notably, Matter No. 1031-00004 (Angela Fontaine, responsible partner), which involves the representation of Ironclad as a lender in a real estate financing transaction—this engagement implicates New York Rule of Professional Conduct 1.7(a)(1), which provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation involves a concurrent conflict of interest, specifically where "the representation of one client will be directly adverse to another client."
The adversity here is clear: in the proposed MTDC engagement, C&H would negotiate the terms of the Senior Loan on behalf of the borrower against Ironclad, while simultaneously representing Ironclad in other active matters, including another real estate lending transaction. Although the matters are unrelated in terms of subject matter, the concurrent representation of adverse parties in active matters creates a direct adversity conflict that requires analysis under NYRPC 1.7(b) to determine whether the conflict is consentable.
Under NYRPC 1.7(b), a lawyer may represent a client notwithstanding a concurrent conflict of interest if: (i) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (ii) the representation is not prohibited by law; (iii) the representation does not involve the assertion of a claim by one client against the other client represented by the lawyer in the same litigation or other proceeding before a tribunal; and (iv) each affected client gives informed consent, confirmed in writing.
All four conditions appear to be satisfiable here. The MTDC engagement and the existing Ironclad engagements involve wholly unrelated matters; the MTDC representation does not involve any litigation or tribunal proceeding against Ironclad; and C&H can provide competent and diligent representation to both MTDC and Ironclad. Accordingly, the conflict is consentable, but informed written consent must be obtained from both MTDC and Ironclad National Bank, N.A. before C&H may commence substantive work on Matter No. 1031-00004.
Conclusion: Conflict identified — consentable under NYRPC 1.7(b). Informed written consent required from both MTDC and Ironclad National Bank, N.A.
B. Granite Peak Capital Partners, LP
The search returned one positive result for Granite Peak Capital Partners, LP:
No current open matters were identified for Granite Peak. Searches for the individual principals of Granite Peak—Diane Castellano, Victor Salinas, and Rebecca Thornton—returned no results.
Analysis:
Because C&H's sole representation of Granite Peak (Matter No. 1031-00004) was closed in 2023 and involved fund formation services wholly unrelated to the subject matter of the proposed Mezzanine Loan, this engagement is analyzed under NYRPC 1.9 (Duties to Former Clients) rather than NYRPC 1.7.
Under NYRPC 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The fund formation representation (Matter No. 1031-00004) involved the structuring and regulatory aspects of Granite Peak's investment fund and is not "substantially related" to the current mezzanine lending transaction. No confidential information obtained during the fund formation engagement would be material to or usable in the negotiation of the Mezzanine Loan documentation. The two matters involve different legal issues, different facts, and different counterparties.
Notwithstanding this conclusion, as a matter of professional courtesy and prudent practice, the undersigned recommends that C&H provide notice to Granite Peak of the proposed engagement. Such notice is not legally required under NYRPC 1.9 given the absence of substantial relatedness, but it serves the Firm's interest in maintaining transparency with entities that have been clients of the Firm.
Conclusion: No conflict identified under NYRPC 1.9. Formal consent not required. Courtesy notice to Granite Peak recommended.
C. Syndicate Lenders
Each of the five identified syndicate participants in the Senior Loan was searched individually. Results are reported below:
1. Ridgeline Savings Bank
The search returned no results for Ridgeline Savings Bank. C&H has no current or prior representations of Ridgeline, and no Firm attorneys were identified as having prior relationships with Ridgeline through lateral-hire disclosures.
Conclusion: No conflict identified. No action required.
2. Atlas Mutual Insurance Company
The search returned one positive result:
Analysis: C&H currently represents Atlas Mutual in an active insurance regulatory matter. In the proposed MTDC engagement, Atlas Mutual is a syndicate participant in the Senior Loan—i.e., a lender whose interests are adverse to MTDC as borrower. This creates a concurrent-client conflict under NYRPC 1.7(a)(1). The analysis mirrors that applicable to Ironclad: the matters are unrelated; C&H can provide competent and diligent representation in both engagements; and no litigation or tribunal proceeding is involved. The conflict is therefore consentable under NYRPC 1.7(b), subject to informed written consent from both MTDC and Atlas Mutual.
Conclusion: Conflict identified — consentable under NYRPC 1.7(b). Informed written consent required from both MTDC and Atlas Mutual Insurance Company.
3. Commonwealth Trust Company
The search returned one positive result:
Analysis: The prior representation was closed in 2020 and involved fiduciary litigation in a trusts-and-estates context. The matter is not substantially related to the proposed real estate construction financing. No confidential information from the prior engagement would be material to the current transaction. Under NYRPC 1.9, no conflict exists.
Conclusion: No conflict identified under NYRPC 1.9. No action required.
4. Harborview Federal Savings Bank
The search returned two positive results:
Analysis: C&H currently represents Harborview in an active matter (Matter No. 1031-00004), in which Harborview is a lender and C&H serves as lender's counsel. In the proposed MTDC engagement, Harborview is a syndicate participant in the Senior Loan—again in the capacity of a lender, but here C&H would be representing the borrower on the opposite side of the transaction. This presents a concurrent-client conflict under NYRPC 1.7(a)(1). The conflict is particularly noteworthy because both the existing Harborview engagement and the proposed MTDC engagement are in the Real Estate Practice Group, and the responsible partner for the existing Harborview matter (Angela Fontaine) is also the billing partner for the proposed MTDC engagement. While the matters are factually unrelated—involving different properties, different borrowers, and different loan terms—the overlap in practice group and responsible attorney warrants careful attention.
Under NYRPC 1.7(b), the conflict remains consentable provided that (i) C&H reasonably believes it can provide competent and diligent representation to both MTDC and Harborview; (ii) informed written consent is obtained from both clients; and (iii) the representation does not involve the assertion of a claim by one client against the other in the same proceeding. All three conditions can be met here. However, given that Angela Fontaine is the responsible partner on the existing Harborview matter and the billing partner on the proposed MTDC matter, C&H should consider whether an internal arrangement (such as designating a different billing partner for one of the two matters) would be advisable to mitigate any perception of divided loyalty. The undersigned recommends discussing this issue with the Conflicts Committee.
Conclusion: Conflict identified — consentable under NYRPC 1.7(b). Informed written consent required from both MTDC and Harborview Federal Savings Bank. Internal staffing considerations should be reviewed with the Conflicts Committee.
5. Meridian Pacific Bank
The search returned no results for Meridian Pacific Bank. C&H has no current or prior representations of Meridian Pacific, and no lateral-hire disclosures reference Meridian Pacific.
Conclusion: No conflict identified. No action required.
D. Clearfield & Associates LLP
The search returned no results indicating any current or prior representation of Clearfield & Associates LLP as a client of C&H. Additionally, no matters were identified in which Clearfield and C&H served as co-counsel on the same engagement.
A search of the Lateral-Hire Disclosure Database identified that Jasmine Torres, a fourth-year associate in the Firm's Real Estate Practice Group, was formerly employed as a second-year associate at Clearfield & Associates LLP from September 2020 through August 2022. Ms. Torres's lateral-hire disclosure statement, dated September 1, 2022, indicates that she worked primarily on commercial real estate transactions during her tenure at Clearfield. Her disclosure identifies several matters on which she worked at Clearfield, including representations of various lending institutions. Notably, Ms. Torres's disclosure does not identify any work performed on behalf of Ironclad National Bank, N.A. or any of the other parties to the proposed MTDC transaction during her time at Clearfield. Furthermore, Ms. Torres has no screened-off obligations or ethical-wall restrictions arising from her prior employment.
Analysis: No conflict of interest arises from Ms. Torres's prior employment at Clearfield. Clearfield is opposing counsel, not a client of C&H, and there is no prohibition under the New York Rules of Professional Conduct on C&H's representation of a client in a transaction in which Clearfield represents an adverse party, absent some specific conflict (e.g., a lawyer personally having represented the adverse party at the opposing firm on a substantially related matter, implicating NYRPC 1.9 and 1.10). Ms. Torres's lateral-hire disclosure does not reveal any such issue. However, as a precaution, Ms. Torres should confirm in writing that she did not perform any work for Ironclad National Bank, N.A. while at Clearfield that would be substantially related to the Hudson Yards West Financing.
Conclusion: No conflict identified. Precautionary confirmation to be obtained from Jasmine Torres regarding her prior work at Clearfield.
E. Voss Richter & Baines LLP
The search returned no results indicating any current or prior representation of Voss Richter & Baines LLP ("VRB") as a client of C&H. No matters were identified in which VRB and C&H served as co-counsel.
A search of the Lateral-Hire Disclosure Database returned no results for any current C&H attorneys with prior employment at VRB.
Separately, the search identified two matters in which C&H and VRB were on opposing sides of transactions: (i) Matter No. 1031-00004 (C&H represented a buyer and VRB represented a seller in a commercial real estate acquisition in 2021), and (ii) Matter No. 1031-00004 (C&H represented a lender and VRB represented a borrower in a multifamily acquisition financing in 2023). Both matters are closed. Neither gives rise to any conflict, as opposing counsel relationships in prior transactions do not create conflicts of interest under the New York Rules of Professional Conduct.
Conclusion: No conflict identified. No action required.
F. Other Transaction Parties
Searches were conducted for each of the twelve additional transaction parties identified in Section III.E above. Results are summarized as follows:
NYCEDC — Detailed Results:
Analysis (NYCEDC): NYCEDC is the ground lessor under the ground lease for the Hudson Yards West Project site. In the proposed MTDC engagement, C&H will represent MTDC as borrower; NYCEDC is not directly adverse to MTDC in the Financing itself (NYCEDC is not a lender), but the ground lease is a critical underlying document, and issues may arise during the transaction that require C&H to negotiate with NYCEDC on behalf of MTDC (e.g., ground lessor estoppel certificates, ground lease amendments, subordination and non-disturbance agreements, or lender recognition agreements). In such circumstances, C&H would be adverse to NYCEDC on behalf of MTDC, while simultaneously representing NYCEDC in an active environmental matter (Matter No. 1031-00004).
This potential adversity implicates NYRPC 1.7(a)(1). Although the degree of adversity between MTDC and NYCEDC in the context of the Financing may be limited (the ground lease is already in place, and the negotiations are typically ministerial in nature), the possibility of substantive disagreement cannot be ruled out. The conflict is consentable under NYRPC 1.7(b), but informed written consent should be obtained from both MTDC and NYCEDC. In the alternative, C&H could limit the scope of its engagement for MTDC to exclude any direct negotiations with NYCEDC and direct that MTDC retain separate counsel (such as Hargrove & Linden, P.C.) for all ground lessor-related matters.
Conclusion (NYCEDC): Potential conflict identified — consentable under NYRPC 1.7(b). Informed written consent recommended from both MTDC and NYCEDC, or, alternatively, scope limitation on C&H's engagement with respect to ground lessor matters.
VI. ANALYSIS AND ASSESSMENT
A. Applicable Rules
The conflicts analysis set forth in this memorandum is governed by the following authorities:
1. New York Rules of Professional Conduct, Rule 1.7 — Current Client Conflicts of Interest. Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Rule 1.7(b) permits representation notwithstanding a concurrent conflict if specified conditions are met, including informed consent confirmed in writing from each affected client.
2. New York Rules of Professional Conduct, Rule 1.8 — Current Clients: Specific Conflict Rules. Rule 1.8 addresses specific categories of conflicts involving current clients, including business transactions with clients, use of client information, and proprietary interests in the subject matter of representation. No issues under Rule 1.8 are implicated by the proposed engagement.
3. New York Rules of Professional Conduct, Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Rule 1.9(c) prohibits the use of information relating to the former representation to the disadvantage of the former client, except as permitted or required by the Rules.
4. New York Rules of Professional Conduct, Rule 1.10 — Imputation of Conflicts of Interest. Rule 1.10(a) provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm. Rule 1.10(e) permits screening of lateral-hire lawyers in certain circumstances.
5. New York Rules of Professional Conduct, Rule 1.0(j) — Informed Consent. Rule 1.0(j) defines "informed consent" as the agreement by a person to a proposed course of conduct after the lawyer has communicated information adequate for the person to make an informed decision, and after the lawyer has adequately explained the material risks and reasonably available alternatives.
6. Calderwood & Harkness LLP Conflicts Policy (Revised January 2024). The Firm's internal Conflicts Policy supplements the requirements of the New York Rules of Professional Conduct and, in certain respects, imposes more stringent requirements. All conflicts determinations must be reviewed and approved by the Conflicts Committee before substantive work may commence on a new matter involving an identified conflict.
B. Summary of Identified Conflicts or Potential Conflicts
Based on the search results and analysis set forth in Section V above, the following conflicts or potential conflicts have been identified:
Additionally, the following items were noted but do not constitute actionable conflicts:
(a) Granite Peak Capital Partners, LP (former client): Prior representation closed in 2023; not substantially related to the current matter. No conflict under NYRPC 1.9. Courtesy notice recommended.
(b) Commonwealth Trust Company (former client): Prior representation closed in 2020; not substantially related. No conflict under NYRPC 1.9. No action required.
(c) Fortis Indemnity Insurance Co. (former client): Prior representation closed in 2019; not substantially related. No conflict under NYRPC 1.9. No action required.
(d) Jasmine Torres (lateral hire from Clearfield): No conflict identified; precautionary written confirmation to be obtained.
C. Consent / Waiver Requirements
For each identified conflict requiring consent, the following table sets forth the parties from whom consent must be obtained, the proposed form of disclosure, and the C&H partner responsible for obtaining consent:
Conflict No. 1: MTDC / Ironclad National Bank, N.A.
Consent from MTDC: A letter to Lydia Okafor, General Counsel of MTDC, disclosing the Firm's current representations of Ironclad in unrelated matters and requesting MTDC's informed written consent to C&H's representation of MTDC in the Financing notwithstanding C&H's concurrent representation of Ironclad. The letter shall describe the nature of the concurrent representations in sufficient detail to permit MTDC to make an informed decision, including a description of the existing Ironclad matters (to the extent that such disclosure does not violate C&H's duty of confidentiality to Ironclad) and an explanation of the safeguards C&H will implement to protect client confidences.
Consent from Ironclad: A letter to the attention of Ironclad's General Counsel (or, if directed, to Ironclad's outside engagement coordinator), disclosing C&H's proposed representation of MTDC as borrower in the Financing and requesting Ironclad's informed written consent. The letter shall note that C&H's existing representations of Ironclad will be unaffected and that appropriate information barriers will be maintained.
Responsible Partner: Douglas Fairchild (MTDC consent); Robert Stein (Ironclad consent, in coordination with Douglas Fairchild).
Advance Waiver Review: The Firm's engagement letter with Ironclad for Matter No. 1031-00004 (dated March 14, 2022) contains an advance conflict waiver in Section 8, in which Ironclad consented to C&H's representation of other clients in matters adverse to Ironclad, provided that such matters are not substantially related to the subject matter of C&H's representation of Ironclad and do not involve the assertion of a claim against Ironclad by another C&H client in litigation. The proposed MTDC engagement appears to fall within the scope of this advance waiver. Nonetheless, consistent with the Firm's Conflicts Policy and as a matter of best practice, the undersigned recommends that C&H obtain a transaction-specific confirmation of consent from Ironclad, rather than relying solely on the advance waiver.
Conflict No. 2: MTDC / Atlas Mutual Insurance Company
Consent from MTDC: To be included in the same consent letter described above (Conflict No. 1), which will disclose all identified concurrent-client conflicts collectively.
Consent from Atlas Mutual: A letter to Atlas Mutual's General Counsel disclosing C&H's proposed representation of MTDC in the Financing and requesting Atlas Mutual's informed written consent.
Responsible Partner: Helen Krieger (Atlas Mutual consent, in coordination with Douglas Fairchild).
Advance Waiver Review: The Firm's engagement letter with Atlas Mutual for Matter No. 1031-00004 (dated June 7, 2023) does not contain an advance conflict waiver. Transaction-specific consent is required.
Conflict No. 3: MTDC / Harborview Federal Savings Bank
Consent from MTDC: To be included in the consolidated MTDC consent letter described above.
Consent from Harborview: A letter to Harborview's Chief Legal Officer disclosing C&H's proposed representation of MTDC in the Financing and requesting Harborview's informed written consent.
Responsible Partner: Angela Fontaine (Harborview consent, in coordination with Douglas Fairchild). Note: Given Angela Fontaine's dual role as billing partner for the proposed MTDC engagement and responsible partner for the existing Harborview engagement (Matter No. 1031-00004), the consent letter should be reviewed by the Conflicts Committee before transmission.
Advance Waiver Review: The Firm's engagement letter with Harborview for Matter No. 1031-00004 (dated September 20, 2023) contains an advance conflict waiver substantively identical to the Ironclad waiver referenced above. The same recommendation applies: transaction-specific confirmation of consent should be obtained notwithstanding the advance waiver.
Conflict No. 4: MTDC / NYC Economic Development Corporation
Consent from MTDC: To be included in the consolidated MTDC consent letter described above.
Consent from NYCEDC: A letter to NYCEDC's General Counsel disclosing C&H's proposed representation of MTDC in the Financing and the possibility that C&H may be called upon to negotiate with NYCEDC on ground lease-related matters in connection with the Financing. The letter should request NYCEDC's informed written consent.
Alternative Approach: If NYCEDC declines to consent, or if the Conflicts Committee determines that the scope-limitation approach is preferable, C&H's engagement letter with MTDC shall include a carve-out excluding all direct negotiations with NYCEDC from the scope of C&H's representation. In that event, MTDC shall be advised to engage Hargrove & Linden, P.C. (or other counsel) to handle all ground lessor matters.
Responsible Partner: Rachel Dominguez (NYCEDC consent, in coordination with Douglas Fairchild).
Advance Waiver Review: The Firm's engagement letter with NYCEDC for Matter No. 1031-00004 (dated February 3, 2024) does not contain an advance conflict waiver. Transaction-specific consent is required.
VII. PRIOR AND CURRENT REPRESENTATIONS OF MTDC
The search returned the following results for prior and current C&H representations of MTDC:
C&H has maintained a longstanding attorney-client relationship with MTDC, with Douglas Fairchild serving as the primary relationship partner for real estate matters. The existing open matter (Matter No. 1031-00004, environmental litigation) does not present any conflict with the proposed engagement. Both representations are on behalf of the same client (MTDC), and there is no material limitation under NYRPC 1.7(a)(2) that would impair C&H's ability to provide competent and diligent representation in either matter.
The proposed engagement is consistent with the Firm's ongoing client relationship with MTDC and represents a natural extension of C&H's prior real estate work for the organization, including the prior construction financing matter (No. 34782-0003) and the ground lease acquisition (No. 28940-0001), both of which were led by Douglas Fairchild.
VIII. CONCLUSION AND CLEARANCE DETERMINATION
Based on the foregoing analysis, the proposed engagement of Calderwood & Harkness LLP by Metropolitan Transit Development Corp. in connection with the Hudson Yards West Financing (Matter No. 1031-00004) is:
CLEARED SUBJECT TO CONDITIONS
The engagement is cleared subject to satisfaction of the following conditions:
1. Informed written consent must be obtained from each of the following parties:
(a) Metropolitan Transit Development Corp. (MTDC) — consenting to C&H's concurrent representation of Ironclad National Bank, N.A., Atlas Mutual Insurance Company, Harborview Federal Savings Bank, and NYC Economic Development Corporation in unrelated matters;
(b) Ironclad National Bank, N.A. — consenting to C&H's representation of MTDC as borrower in the Financing (or, alternatively, confirmation that the existing advance conflict waiver is sufficient, upon approval of the Conflicts Committee);
(c) Atlas Mutual Insurance Company — consenting to C&H's representation of MTDC as borrower in the Financing;
(d) Harborview Federal Savings Bank — consenting to C&H's representation of MTDC as borrower in the Financing (or, alternatively, confirmation that the existing advance conflict waiver is sufficient, upon approval of the Conflicts Committee);
(e) NYC Economic Development Corporation — consenting to C&H's representation of MTDC in the Financing, including potential negotiations with NYCEDC on ground lease matters (or, alternatively, implementation of a scope limitation excluding direct NYCEDC negotiations from C&H's engagement).
2. Precautionary written confirmation from Jasmine Torres that she did not perform any work for Ironclad National Bank, N.A. or any other party to the Financing while employed at Clearfield & Associates LLP.
3. Review by the Conflicts Committee of the internal staffing considerations relating to Angela Fontaine's dual role as billing partner for the MTDC engagement and responsible partner for the Harborview engagement.
No substantive work may commence on Matter No. 1031-00004 until all of the above conditions have been satisfied, except for the preparation and transmission of the consent and waiver letters themselves. Preliminary administrative work (e.g., opening the matter file, establishing billing codes) may proceed immediately.
Deadline for satisfaction of conditions: All consent letters must be transmitted no later than February 21, 2025, and all consents must be received no later than March 7, 2025. If consents are not received by this date, the matter shall be escalated to the Conflicts Committee for further review and determination.
IX. REQUIRED ACTIONS
The following action items must be completed in connection with the clearance of Matter No. 1031-00004:
All attorneys and staff assigned to Matter No. 1031-00004 are reminded of their obligation under the Firm's Conflicts Policy to promptly report any new information that may give rise to a conflict of interest, including but not limited to the addition of new transaction parties, the identification of previously unknown relationships between existing parties, or any change in the Firm's client base that may affect the analysis set forth herein.
X. DISTRIBUTION
This memorandum has been distributed to the following individuals. It is designated CONFIDENTIAL — ATTORNEY WORK PRODUCT and is not to be distributed outside the Firm under any circumstances.
1. Douglas Fairchild, Partner, Real Estate Practice Group — Responsible Partner, Matter No. 1031-00004
2. Angela Fontaine, Partner, Real Estate Practice Group — Billing Partner, Matter No. 1031-00004
3. Martin Caldwell, Firm General Counsel and Chair, Conflicts Committee
4. Brian Yoshida, Director of Conflicts and New Business Intake
5. Conflicts Department File — Matter No. 1031-00004
Copies are not to be provided to MTDC, any other client, or any external party. Consent and waiver letters prepared pursuant to this memorandum will be drafted as separate correspondence and will not append or reference this memorandum.
XI. RECORD RETENTION
This memorandum and all underlying search reports, printouts, and working papers are to be retained in the Conflicts Department file for Matter No. 1031-00004 in accordance with the Firm's Document Retention Policy (Revised October 2023). Specifically:
(a) This memorandum shall be maintained as a permanent record in the electronic conflicts file for Matter No. 1031-00004, with a duplicate hard copy filed in the Conflicts Department's central filing system.
(b) The raw conflicts-system search printouts generated by IntegriCheck on February 12, 2025 (Search ID Nos. IC-2025-04281 through IC-2025-04347), are attached hereto as Exhibit A and incorporated by reference. These printouts constitute internal working papers and are subject to attorney work product protection.
(c) The search logs from the New Matter Intake Database, the Client/Matter Billing System (Elite Enterprise 3E), and the Lateral-Hire Disclosure Database are attached hereto as Exhibit B and incorporated by reference.
(d) All consent and waiver letters, once executed, shall be filed in both the conflicts file for Matter No. 1031-00004 and the general client files for the respective consenting parties.
(e) Supplemental conflicts search results (if any) generated in connection with changes to the lender syndicate or the addition of transaction parties shall be appended to this memorandum as supplemental exhibits and retained in accordance with the same protocols.
All files shall be retained for the full retention period applicable to client-matter files under the Firm's Document Retention Policy, which is currently ten (10) years following the closure of the matter.
Prepared by Grace Nakamura, Senior Associate, Real Estate Practice Group, Calderwood & Harkness LLP. For questions regarding this memorandum, please contact Grace Nakamura at ext. 4-7829 or gnakamura@calderwoodharkness.com, or Brian Yoshida, Director of Conflicts and New Business Intake, at ext. 4-6100 or byoshida@calderwoodharkness.com.
Exhibits:
Exhibit A — IntegriCheck Conflicts Search Printouts (Search ID Nos. IC-2025-04281 through IC-2025-04347)
Exhibit B — Search Logs (NMID, Elite Enterprise 3E, and LHDD)
[Exhibits on file with Conflicts Department — not reproduced herein]
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
1031-00004 | Ironclad National Bank, N.A. | Banking & Finance | Representation of Ironclad as administrative agent in connection with a $1.2 billion syndicated revolving credit facility for NorthStar Logistics Holdings, Inc. | Open — Active | Robert Stein
38219-0003 | Ironclad Financial Group, Inc. | Securities | Representation of Ironclad Financial Group in connection with SEC reporting and compliance matters, including preparation of Form 10-K and Form 10-Q filings | Open — Active | Catherine Reyes
42710-0001 | Ironclad National Bank, N.A. | Tax | Representation of Ironclad in connection with IRS audit of certain REIT-related transactions (tax years 2021–2022) | Open — Active | William Tanaka
1031-00004 | Ironclad National Bank, N.A. | Real Estate | Representation of Ironclad as lender in connection with a $310 million acquisition financing for 200 Ashbury Asset Advisors Associates LLC (Brooklyn commercial property) | Open — Active | Angela Fontaine
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
22048-0007 | Ironclad National Bank, N.A. | Banking & Finance | Representation of Ironclad in ISDA master agreement negotiations with multiple counterparties | Closed (2019) | Robert Stein
27630-0004 | Ironclad National Bank, N.A. | Real Estate | Representation of Ironclad as lender in $180 million construction financing for Gramercy Square Development LLC | Closed (2021) | Douglas Fairchild
35112-0001 | Ironclad Financial Group, Inc. | M&A | Representation of Ironclad Financial Group in acquisition of Pacific Western Capital Corp. | Closed (2022) | Leonard Marsh
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
1031-00004 | Granite Peak Capital Partners, LP | Fund Formation | Representation of Granite Peak in connection with formation and SEC registration of Granite Peak Real Estate Debt Fund III, LP | Closed (2023) | Sandra Levitt
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
1031-00004 | Atlas Mutual Insurance Company | Insurance Regulatory | Representation of Atlas Mutual in connection with New York Department of Financial Services regulatory examination | Open — Active | Helen Krieger
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
36581-0002 | Commonwealth Trust Company | Trusts & Estates | Representation of Commonwealth Trust as corporate trustee in contested trust accounting proceeding (Surrogate's Court, Philadelphia County, PA) | Closed (2020) | Daniel Fitzpatrick
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
1031-00004 | Harborview Federal Savings Bank | Real Estate | Representation of Harborview as lender in $95 million permanent loan for The Portside Residences, Jersey City, NJ | Open — Active | Angela Fontaine
29877-0005 | Harborview Federal Savings Bank | Banking & Finance | Representation of Harborview in connection with FDIC compliance examination | Closed (2018) | Robert Stein
Entity | Results | Notes
Cobalt Construction Group, Inc. | No results | No current or prior representations
Evergreen Property Management LLC | No results | No current or prior representations
Sentinel Title & Escrow Company | 1 result | C&H has used Sentinel as a title/escrow agent in three prior closings (routine vendor relationship, not a client representation). No conflict.
Broadstreet Appraisal Group, Inc. | No results | No current or prior representations
Apex Environmental Consultants, Inc. | No results | No current or prior representations
Hargrove & Linden, P.C. | No results | No current or prior representations or co-counsel relationships
Whitfield Albrecht & Co. LLP | 1 result | Whitfield Albrecht has served as the Firm's external auditor in connection with the Firm's annual financial statements (Matter No. 1031-00004, administrative). This is a vendor relationship, not a client representation. No conflict.
Castleton Insurance Brokerage, Inc. | No results | No current or prior representations
Trident Structural Engineers, P.C. | No results | No current or prior representations
Fortis Indemnity Insurance Co. | 1 result | Closed matter (No. 28401-0003, 2019): C&H represented Fortis Indemnity in subrogation claim (Insurance Litigation group). Matter is closed; not substantially related to the current transaction. No conflict under NYRPC 1.9.
NYC Economic Development Corporation (NYCEDC) | 2 results | See detail below
Pinnacle Ratings Group | No results | No current or prior representations
Matter No. | Client | Practice Group | Description | Status | Responsible Partner
37104-0001 | NYC Economic Development Corporation | Real Estate | Representation of NYCEDC in connection with ground lease negotiations for 10 Halletts Point, Astoria, Queens, NY | Closed (2021) | Douglas Fairchild
1031-00004 | NYC Economic Development Corporation | Environmental | Representation of NYCEDC in connection with environmental remediation compliance for Willets Point redevelopment site | Open — Active | Rachel Dominguez
No. | Parties Involved | Applicable Rule | Consentable? | Recommended Action
1 | MTDC / Ironclad National Bank, N.A. | NYRPC 1.7(a)(1) — concurrent client conflict | Yes (NYRPC 1.7(b)) | Obtain informed written consent from both MTDC and Ironclad
2 | MTDC / Atlas Mutual Insurance Company | NYRPC 1.7(a)(1) — concurrent client conflict | Yes (NYRPC 1.7(b)) | Obtain informed written consent from both MTDC and Atlas Mutual
3 | MTDC / Harborview Federal Savings Bank | NYRPC 1.7(a)(1) — concurrent client conflict | Yes (NYRPC 1.7(b)) | Obtain informed written consent from both MTDC and Harborview; review internal staffing (Angela Fontaine overlap)
4 | MTDC / NYC Economic Development Corporation | NYRPC 1.7(a)(1) — potential concurrent client conflict (depending on scope of engagement) | Yes (NYRPC 1.7(b)), or resolvable by scope limitation | Obtain informed written consent from both MTDC and NYCEDC, or limit C&H engagement scope to exclude direct NYCEDC negotiations
Matter No. | Practice Group | Description | Status | Responsible Partner
28940-0001 | Real Estate | Representation of MTDC in connection with acquisition and ground lease of 400 West 33rd Street, New York, NY (adjacent parcel for future development phase) | Closed (2019) | Douglas Fairchild
34782-0003 | Real Estate | Representation of MTDC in connection with $220 million construction financing for MTDC Transit Hub Expansion, Chicago, IL | Closed (2021) | Douglas Fairchild
39610-0005 | Public Finance | Representation of MTDC as issuer in $150 million tax-exempt bond offering (Series 2022A Revenue Bonds) | Closed (2022) | Karen Ashworth
1031-00004 | Environmental | Representation of MTDC in connection with CERCLA cost recovery action against prior owner of remediation site in Joliet, IL | Open — Active | Thomas Greenberg
No. | Action Item | Responsible Person | Target Date
1 | Draft consolidated consent/waiver letter to MTDC (disclosing all four concurrent-client conflicts) | Grace Nakamura (draft); Douglas Fairchild (review and transmit) | February 18, 2025
2 | Draft consent/waiver letter to Ironclad National Bank, N.A. | Grace Nakamura (draft); Robert Stein (review and transmit), in coordination with Douglas Fairchild | February 18, 2025
3 | Draft consent/waiver letter to Atlas Mutual Insurance Company | Grace Nakamura (draft); Helen Krieger (review and transmit), in coordination with Douglas Fairchild | February 18, 2025
4 | Draft consent/waiver letter to Harborview Federal Savings Bank | Grace Nakamura (draft); Angela Fontaine (review and transmit), in coordination with Douglas Fairchild; letter to be submitted to Conflicts Committee for pre-transmittal review | February 18, 2025
5 | Draft consent/waiver letter to NYC Economic Development Corporation (or, alternatively, prepare scope-limitation language for MTDC engagement letter) | Grace Nakamura (draft); Rachel Dominguez (review and transmit), in coordination with Douglas Fairchild | February 18, 2025
6 | Obtain written confirmation from Jasmine Torres regarding prior work at Clearfield & Associates LLP | Grace Nakamura | February 14, 2025
7 | Submit Harborview staffing question and all consent letters to Conflicts Committee for review | Grace Nakamura | February 19, 2025
8 | Follow up on all outstanding consent responses | Douglas Fairchild (coordinator); each transmitting partner | Ongoing through March 7, 2025
9 | Courtesy notification to Granite Peak Capital Partners, LP regarding prior client status and proposed adverse engagement | Douglas Fairchild | February 21, 2025
10 | Monitor for changes to lender syndicate composition; if new participants are added prior to closing, conduct supplemental conflicts searches immediately | Grace Nakamura; Patricia Delgado (Conflicts Department) | Ongoing through closing
11 | Notify Conflicts Department immediately if any additional parties are added to the transaction (e.g., new contractors, consultants, guarantors, investors, or other counterparties) | Grace Nakamura; all attorneys staffed on Matter No. 1031-00004 | Ongoing through closing

CONFLICTS CHECK MEMORANDUM

I. PURPOSE

II. ENGAGEMENT SUMMARY

III. PARTIES AND ENTITIES SEARCHED

IV. DATABASES AND SYSTEMS SEARCHED

V. RESULTS OF CONFLICTS SEARCH

VI. ANALYSIS AND ASSESSMENT

VII. PRIOR AND CURRENT REPRESENTATIONS OF MTDC

VIII. CONCLUSION AND CLEARANCE DETERMINATION

CLEARED SUBJECT TO CONDITIONS

Record

Parties

Dates

Amounts