1031-00004 · Hudson Yards West Mortgage LLC · Engagement

new-business-intake-form.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP

NEW BUSINESS INTAKE / MATTER OPENING FORM

Rev. 01-2025

Submission Date: February 12, 2025

Status: Pending Conflicts Clearance Approved

(To be completed by the Office of the General Counsel upon conclusion of conflicts review and, if applicable, New Business Committee approval.)

Section 1 — Matter Information

Brief Description of Engagement:

Representation of Metropolitan Transit Development Corp. ("MTDC") as borrower in connection with (a) a $475,000,000 senior mortgage construction loan from a syndicate led by Ironclad National Bank, N.A., as administrative agent (the "Senior Loan"), and (b) a $200,000,000 mezzanine loan from Granite Peak Capital Partners, LP (the "Mezzanine Loan"), for the development of a mixed-use, transit-oriented project located at 450 West 34th Street, New York, New York 10001 (the "Project"). The total project cost is approximately $920,000,000, inclusive of the combined loan proceeds, equity contributions from MTDC, and anticipated public incentive funds.

The engagement will encompass, among other things, the negotiation, drafting, and review of the senior loan agreement, the mezzanine loan agreement, intercreditor and subordination arrangements between the senior lender syndicate and the mezzanine lender, the formation of special-purpose entity borrowers (as described in Section 6 below), review and analysis of the existing ground lease with NYC Economic Development Corporation, review and negotiation of construction contracts and related project documents, title and survey review, preparation and delivery of borrower legal opinions, and coordination of the closing of both financing transactions on a simultaneous basis. The Firm's role will include coordination with outside tax counsel and land-use counsel as needed, as well as review of all ancillary documents and third-party reports required by the lenders as conditions to closing.

The Project contemplates the construction of a mixed-use development consisting of approximately 1.2 million square feet of commercial office space, 450 residential units (of which approximately 30% will be designated as affordable housing pursuant to applicable inclusionary housing requirements), approximately 85,000 square feet of ground-floor retail space, and associated below-grade parking and transit infrastructure improvements. The Project is situated on land subject to a ground lease from NYC Economic Development Corporation, and the financing will be structured as leasehold mortgage financing with respect to the Senior Loan and pledged equity financing with respect to the Mezzanine Loan.

Section 2 — Client Information

Additional Client Notes:

MTDC is a government instrumentality organized under the laws of the State of Illinois pursuant to the Metropolitan Transit Authorities Act, 70 ILCS 3615, as amended. MTDC operates as an independent body corporate and politic and is authorized to engage in real estate development and financing activities in furtherance of its statutory mandate to promote transit-oriented development. As a government instrumentality, MTDC may be subject to certain public procurement requirements, Freedom of Information Act and comparable state open-records obligations, and governmental immunity provisions under Illinois and applicable federal law. The engagement team should confirm the applicability and scope of any such requirements at the outset of the engagement and should consult with the Firm's Government Contracts and Public Law practice group as needed.

MTDC has been a client of the Firm since 2021, and the Firm has previously represented MTDC in connection with three prior matters, as cross-referenced above. The client relationship has been managed historically through the Real Estate Department. No issues of client creditworthiness or payment history have been identified in connection with prior engagements. Billing and invoicing protocols specific to government-entity clients should be confirmed with MTDC's Chief Financial Officer, Priya Subramanian, in connection with the engagement letter.

Section 3 — Engagement Team

Staffing Notes:

Given the complexity and anticipated volume of the dual-tranche construction financing, the engagement team anticipates the need for additional paralegal support for due diligence document review, title and survey analysis, UCC and lien search coordination, organizational and authority document compilation, and closing logistics. At minimum, one senior paralegal from the Real Estate Department and one junior associate should be assigned to the matter on a dedicated basis beginning no later than March 1, 2025, in order to support the target closing date of June 15, 2025. Additional staffing requirements will be assessed on a rolling basis as the scope of diligence and negotiation becomes clearer.

The Tax Department's involvement, under the supervision of Sylvia Hartwell, will principally relate to structuring advice regarding the special-purpose entity borrowers, tax opinion delivery, REIT-qualification analysis (if applicable), and review of any tax-exempt financing components or public incentive structures associated with the Project. If the Firm determines that specialized land-use or zoning counsel is required, the engagement team intends to coordinate with Hargrove & Linden, P.C., which has served as MTDC's land-use counsel in prior New York City matters. Any such coordination will be reflected in a supplemental staffing memorandum.

Douglas Fairchild, as Responsible Partner, will maintain overall supervisory responsibility for the engagement, including client relationship management and strategic oversight. Angela Fontaine, as Billing Partner, will be responsible for all billing, collections, and fee-related matters, including compliance with any outside counsel guidelines applicable to MTDC as a government instrumentality.

Section 4 — Adverse / Other Parties (Conflicts Check)

The following table identifies all known adverse parties, other parties, and related entities for purposes of the Firm's conflicts clearance procedures. The Conflicts Department is requested to run a comprehensive conflicts check against each party listed below, including all known affiliates, subsidiaries, parent entities, and related persons to the extent discoverable through the Firm's conflicts database.

Notes Regarding Conflicts Check:

The engagement team notes that certain of the above-listed parties may be or may have been clients or counterparties of the Firm in unrelated matters. In particular, the engagement team is aware that the Firm's Banking and Financial Institutions practice group has from time to time represented Ironclad National Bank, N.A. in regulatory advisory matters unrelated to real estate lending. The conflicts check should identify any such representations and assess whether an advance waiver, informed consent, or ethical screen may be required or appropriate under the New York Rules of Professional Conduct, Rule 1.7 (Conflict of Interest: Current Clients) and Rule 1.9 (Duties to Former Clients). If a conflict or potential conflict is identified, the Responsible Partner should be notified immediately so that appropriate steps may be taken prior to the commencement of substantive work on the matter.

Additionally, the senior loan syndicate composition may change between the date of this intake form and the closing date. The engagement team will supplement this conflicts check with the names and identifying information of any additional syndicate members, participants, or assignees as they become known.

Section 5 — Fee Arrangement

Estimated Fees:

Estimated fees for this engagement are to be discussed directly with the client in connection with the delivery of the engagement letter. The engagement team notes that the fee estimate should reflect the substantial complexity inherent in a dual-tranche construction financing of this magnitude, including without limitation:

• Formation and organizational structuring of two Delaware special-purpose entity borrowers (Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC), including preparation of certificates of formation, limited liability company agreements, resolutions, EIN applications, and related organizational documents;

• Negotiation and documentation of the $475,000,000 senior mortgage construction loan agreement, including all related ancillary loan documents (mortgage, assignment of leases and rents, environmental indemnity, guaranty, disbursement agreement, construction escrow agreement, cash management agreement, deposit account control agreements, interest rate cap agreements, and related instruments);

• Negotiation and documentation of the $200,000,000 mezzanine loan agreement, including all related ancillary mezzanine loan documents (pledge and security agreement, mezzanine guaranty, cash management arrangements, and related instruments);

• Negotiation of the intercreditor agreement governing the relationship and relative rights of the senior lender syndicate and the mezzanine lender, including cure rights, purchase options, standstill provisions, and related intercreditor terms;

• Review and analysis of the existing NYCEDC ground lease (CRFN 2020000198762, NYC ACRIS), including leasehold mortgagee protections, estoppel certificate requirements, recognition agreements, and non-disturbance provisions;

• Review of construction contracts with Cobalt Construction Group, Inc., including the general construction contract, guaranteed maximum price provisions, performance and payment bond requirements, and lien waiver protocols;

• Title and survey review, including analysis of title commitments, exception documents, and ALTA surveys; coordination with Sentinel Title & Escrow Company regarding title insurance policy requirements and endorsements;

• Review of third-party due diligence reports, including Phase I and Phase II environmental site assessments, appraisals, property condition assessments, and zoning reports;

• Preparation and delivery of borrower legal opinions (enforceability, authority, no-conflict, and such other opinions as may be required by the lenders);

• Coordination of closing logistics for simultaneous closing of both financing facilities; and

• General advisory services throughout the pre-closing, closing, and immediate post-closing periods.

Special Billing Instructions:

All invoices are to be submitted in accordance with any outside counsel guidelines promulgated by MTDC. The engagement team should coordinate with Priya Subramanian, Chief Financial Officer, MTDC, to obtain a copy of any applicable guidelines, including any requirements regarding timekeeper rate approval, task-based billing codes, invoice format, or electronic billing submission platforms. As a government instrumentality, MTDC may be subject to public disclosure obligations with respect to legal fees and invoices. The engagement team should confirm with the client whether narrative time descriptions on invoices should be prepared with this consideration in mind.

Anticipated Disbursements:

Anticipated out-of-pocket disbursements include, but are not limited to, the following: title searches and title examination fees; UCC search fees (including New York, Illinois, and Delaware); filing fees for UCC financing statements, mortgage recording, and entity formation documents; New York State and New York City mortgage recording taxes (to be paid by or on behalf of the borrower); recording costs; overnight delivery and courier charges; travel expenses (if required for in-person closings, site visits, or client meetings); and photocopying and document reproduction charges. Third-party costs, including surveyor fees, environmental consultant fees, and appraisal fees, are expected to be contracted for and paid directly by the client and are not anticipated to be advanced by the Firm.

Section 6 — Risk Assessment

Transaction Size / Complexity:

Rating: HIGH. The combined financing facilities total $675,000,000, consisting of a $475,000,000 senior mortgage construction loan and a $200,000,000 mezzanine loan. The total project cost is approximately $920,000,000. The multi-tranche structure, involving a syndicated senior loan with multiple lender participants and a separate mezzanine facility provided by an institutional fund, introduces significant documentary and structural complexity, particularly with respect to the intercreditor agreement, cash management and waterfall provisions, borrower organizational structuring, and the coordination of simultaneous closings. Per Firm guidelines, any matter with a deal value exceeding $500,000,000 is automatically classified as "High" for risk assessment purposes.

Client Type Considerations:

MTDC is a government instrumentality organized under the laws of the State of Illinois. The engagement team should evaluate and address the following considerations at the outset of the engagement:

(a) Sovereign / Governmental Immunity: Confirm whether MTDC enjoys sovereign or governmental immunity under Illinois law or applicable federal law, and the extent to which such immunity may affect the enforceability of loan documents, guaranties, or waivers of immunity that the lenders may require. Coordinate with the Firm's Government Contracts and Public Law practice group on this analysis.

(b) Public Procurement Requirements: Determine whether MTDC's engagement of the Firm, the general contractor, or other service providers is subject to competitive bidding, request-for-proposals, or other public procurement requirements under Illinois law or MTDC's enabling statute. If applicable, confirm that all such requirements have been satisfied.

(c) Public Records / FOIA Implications: Assess the applicability of the Illinois Freedom of Information Act (5 ILCS 140) and any comparable federal or New York disclosure statutes to documents and communications generated in connection with the engagement. Implement appropriate measures to preserve attorney-client privilege and work-product protections to the extent permitted by law, and advise the client regarding any limitations on confidentiality.

(d) Debt Authorization: Confirm that MTDC has obtained all necessary board, legislative, or other governmental approvals to incur the indebtedness contemplated by the Senior Loan and the Mezzanine Loan, and that such borrowing is within MTDC's statutory authority and any applicable debt limits.

Regulatory Considerations:

The engagement team should note the following regulatory matters:

(a) ULURP Approval: Uniform Land Use Review Procedure ("ULURP") approval for the Project has been obtained. The relevant ULURP application number is C 230415 ZSM. The engagement team should obtain and review a copy of the final ULURP approval, including all conditions and restrictions, and confirm that the Project as currently contemplated complies with all conditions of approval.

(b) New York City Zoning: The Project site is located in a zoning district that permits the contemplated mixed-use development. The engagement team should review the applicable zoning resolution provisions, any special permits or variances obtained, and any restrictive declarations recorded against the property in connection with the ULURP approval or otherwise.

(c) OCC-Regulated Lead Lender: Ironclad National Bank, N.A., as administrative agent and a senior lender, is a national banking association regulated by the Office of the Comptroller of the Currency ("OCC"). The engagement team should be aware of applicable OCC lending limits, risk-retention requirements, and any regulatory approvals that may be required in connection with the Senior Loan. These are primarily matters for the lender and its counsel; however, the borrower's counsel should be prepared to address any borrower-facing regulatory requirements or representations.

(d) Multi-State Lender Syndicate: The senior loan syndicate includes lenders organized and regulated in multiple jurisdictions. The engagement team should confirm that all loan documents comply with applicable usury laws, licensing requirements, and regulatory considerations in each relevant jurisdiction, to the extent applicable to the borrower.

SPE Formation:

Two Delaware limited liability companies are to be formed as special-purpose entity ("SPE") borrowers in connection with the financing:

(a) Hudson Yards West Mortgage LLC ("HYW Mortgage LLC") — to serve as the borrower under the Senior Loan and the holder of the leasehold interest under the NYCEDC ground lease.

(b) Hudson Yards West Mezzanine LLC ("HYW Mezzanine LLC") — to serve as the borrower under the Mezzanine Loan and the direct or indirect equity owner of HYW Mortgage LLC.

Both SPEs will be organized under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. Employer Identification Numbers ("EINs") will be obtained from the Internal Revenue Service for each entity following formation. The LLC agreements for each SPE will include customary single-purpose entity covenants, separateness provisions, and independent director requirements as typically required by institutional lenders in financing transactions of this nature. The engagement team should coordinate with the Tax Department regarding the tax classification elections (Form 8832) for each entity.

Ground Lease:

The Project is situated on land subject to a ground lease between NYC Economic Development Corporation ("NYCEDC"), as ground lessor, and MTDC (or its predecessor-in-interest), as ground lessee, dated as of June 1, 2020 (the "Ground Lease"). The Ground Lease is recorded with the New York City Register, Office of the City Register, at City Register File Number ("CRFN") 2020000198762, as reflected in the New York City Automated City Register Information System ("ACRIS").

The Senior Loan will be secured by a first-priority leasehold mortgage on the borrower's leasehold interest under the Ground Lease. The engagement team must conduct a thorough review of the Ground Lease to confirm, among other things: (i) the adequacy of leasehold mortgagee protections, including notice and cure rights; (ii) the existence and terms of any recognition or non-disturbance agreement between the ground lessor and the leasehold mortgagee; (iii) provisions regarding assignment, subletting, and change of control; (iv) insurance and casualty/condemnation provisions; (v) default and termination provisions; and (vi) the term of the Ground Lease (which must extend for a sufficient period beyond the maturity date of the Senior Loan, as typically required by institutional leasehold mortgage lenders).

The engagement team should anticipate that the lenders will require MTDC to obtain an estoppel certificate and a recognition agreement from NYCEDC as conditions to closing.

Insurance / Indemnity:

The Project is anticipated to require builder's risk insurance coverage in the amount of not less than $500,000,000, to be placed with Fortis Indemnity or another carrier acceptable to the lenders. The engagement team should review all insurance requirements set forth in the loan documents, coordinate with the client's insurance broker and risk management personnel, and confirm that all required insurance coverages (including general liability, workers' compensation, excess/umbrella, environmental liability, and such other coverages as the lenders may require) are or will be in place prior to closing.

With respect to the Firm's own professional liability exposure, this engagement falls within the "High" malpractice exposure category per the Firm's internal risk management guidelines, which classify all transactions exceeding $500,000,000 in aggregate deal value as "High" exposure. The Responsible Partner should confirm compliance with all Firm risk management protocols applicable to High-exposure matters, including enhanced supervision requirements, opinion committee review for legal opinions, and periodic risk assessment updates submitted to the Office of the General Counsel.

Malpractice Exposure Category:

HIGH — Per Firm guidelines for transactions with an aggregate deal value exceeding $500,000,000. Enhanced risk management protocols apply, including mandatory Responsible Partner supervision of all substantive work product, opinion committee review and approval prior to delivery of any legal opinions, and quarterly risk assessment updates to the Office of the General Counsel for the duration of the engagement.

Section 7 — Related Matters / Cross-References

Prior Representations of MTDC by Calderwood & Harkness LLP:

The current engagement builds upon the Firm's longstanding relationship with MTDC and the institutional knowledge developed through the above-referenced prior representations. The Lake Shore East Mixed-Use Financing (Matter No. 1031-00004) involved a structurally similar, though smaller, construction financing transaction in which the Firm represented MTDC as borrower, and may provide useful precedent documents and structural guidance for the present engagement.

Anticipated Sub-Matters:

The engagement team anticipates that the following sub-matters may be opened under the master matter number 47281 as the engagement progresses:

Outside Counsel Coordination:

The engagement team anticipates coordinating with Hargrove & Linden, P.C. (contact: Jennifer Hargrove, Partner), which serves as MTDC's zoning and land-use counsel for New York City matters, with respect to zoning compliance, ULURP conditions, and any land-use issues that may arise in connection with the financing. The scope of Hargrove & Linden's involvement and the terms of any information-sharing arrangements should be documented in writing and coordinated with the client.

Section 8 — Approvals

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

Note: New Business Committee review is required for this matter. The estimated aggregate deal value of $675,000,000 exceeds the $500,000,000 threshold established by Firm Policy § 3.4 (New Business Committee Review — Large and Complex Matters). The matter may not be formally opened and no billable time may be recorded until all required approvals, including New Business Committee approval, have been obtained, except that pre-opening conflicts checks and administrative intake activities may proceed pending such approvals.

Form Filed With: New Business / Conflicts Department Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006

CONFIDENTIAL — FOR INTERNAL USE ONLY This form and all information contained herein are confidential, proprietary to Calderwood & Harkness LLP, and intended solely for use by authorized personnel of the Firm in connection with new business intake and conflicts clearance procedures. This form and its contents are protected by the attorney-client privilege and the attorney work-product doctrine to the fullest extent permitted by law. Unauthorized reproduction, distribution, or disclosure of this form or any of its contents is strictly prohibited.

Field	Entry
Matter Number	1031-00004
Matter Name	Hudson Yards West — Construction Financing
Matter Type	Real Estate Finance (Construction Loan / Mezzanine Loan)
Office	New York
Department	Real Estate
Date Opened	February 12, 2025
Estimated Deal Value	$675,000,000 (combined senior mortgage and mezzanine facilities)
Target Closing Date	June 15, 2025
Field	Entry
Client Full Legal Name	Metropolitan Transit Development Corp.
Short Name / Billing Name	MTDC / Metro Transit
Entity Type	Government instrumentality
Jurisdiction of Organization	Illinois
Principal Office Address	200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604
Employer Identification Number (EIN)	36-2847501
Primary Client Contact	Lydia Okafor, General Counsel
Secondary Client Contact	Marcus Jennings, Vice President, Real Estate Development
Authorized Signatory for Engagement Letter	David Harrington, Executive Director
Existing Client?	Yes
Prior Matter Number(s)	38914-0001 (MTDC — O'Hare Transit Hub Ground Lease Advisory, 2021); 1031-00004 (MTDC — Lake Shore East Mixed-Use Financing, 2022); 43622-0001 (MTDC — Penn Station East Side Access — Tax-Exempt Bond Issuance, 2023)
Credit Rating	A– (Pinnacle Ratings Group, Identifier PRG-MTDC-A-2024-1187)
Role	Name	Title / Department
Responsible Partner	Douglas Fairchild	Partner, Real Estate
Billing Partner	Angela Fontaine	Partner, Real Estate

Lead Associate	Grace Nakamura	Senior Associate, Real Estate
Working Associate	Rafael Dominguez	Associate, Real Estate
Tax Specialist	Sylvia Hartwell	Partner, Tax
Additional Timekeepers	To be staffed as needed	See notes below
No.	Party Name	Role in Transaction	Relationship to Client
1	Ironclad National Bank, N.A.	Administrative Agent / Senior Lender	Counterparty
2	Granite Peak Capital Partners, LP	Mezzanine Lender	Counterparty
3	Ridgeline Savings Bank	Senior Loan Syndicate Member	Counterparty
4	Atlas Mutual Insurance Company	Senior Loan Syndicate Member	Counterparty
5	Commonwealth Trust Company	Senior Loan Syndicate Member	Counterparty
6	Harborview Federal Savings Bank	Senior Loan Syndicate Member	Counterparty
7	Meridian Pacific Bank	Senior Loan Syndicate Member	Counterparty
8	Clearfield & Associates LLP	Senior Lender's Counsel	Opposing counsel
9	Voss Richter & Baines LLP	Mezzanine Lender's Counsel	Opposing counsel
10	Hudson Yards West Mortgage LLC	SPE Borrower (to be formed)	Client affiliate
11	Hudson Yards West Mezzanine LLC	SPE Borrower (to be formed)	Client affiliate
12	Cobalt Construction Group, Inc.	General Contractor	Third party
13	NYC Economic Development Corporation	Ground Lessor	Government counterparty
14	Sentinel Title & Escrow Company	Title / Escrow Agent	Service provider
15	Broadstreet Appraisal Group, Inc.	Appraiser	Service provider
16	Apex Environmental Consultants, Inc.	Environmental Consultant	Service provider
17	Evergreen Property Management LLC	Property Manager	Service provider
Field	Entry
Conflicts Check Requested By	Douglas Fairchild
Conflicts Check Run Date	______ (to be completed by Conflicts Department)

Conflicts Check Result	______ (Cleared / Conditional — to be completed by Conflicts Department)
Conflicts Analyst Assigned	______ (to be completed by Conflicts Department)
Field	Entry
Fee Structure	Hourly rates per the Firm's standard rate card for the 2025 billing year; specific rates to be set forth in the engagement letter
Billing Frequency	Monthly
Retainer / Advance Required	To be determined per the terms of the engagement letter; subject to Firm policy regarding government-entity clients
Matter Number	Matter Name	Year	Status
38914-0001	MTDC — O'Hare Transit Hub Ground Lease Advisory	2021	Closed
1031-00004	MTDC — Lake Shore East Mixed-Use Financing	2022	Closed
43622-0001	MTDC — Penn Station East Side Access — Tax-Exempt Bond Issuance	2023	Closed
Anticipated Sub-Matter Number	Description
47281-0002	SPE Formation (HYW Mortgage LLC and HYW Mezzanine LLC)
1006-00006	Tax Structuring and Tax Opinion
47281-0004	Ground Lease Review and NYCEDC Coordination
Approval Role	Name	Signature	Date
Responsible Partner	Douglas Fairchild	______	______
Billing Partner	Angela Fontaine	______	______
Department Head / Designee	______	______	______
General Counsel / Conflicts Clearance	______	______	______
New Business Committee (if required)	______	______	______

CALDERWOOD & HARKNESS LLP
NEW BUSINESS INTAKE / MATTER OPENING FORM
Rev. 01-2025
Submission Date: February 12, 2025
Status:  Pending Conflicts Clearance  Approved
(To be completed by the Office of the General Counsel upon conclusion of conflicts review and, if applicable, New Business Committee approval.)
Section 1 — Matter Information
Brief Description of Engagement:
Representation of Metropolitan Transit Development Corp. ("MTDC") as borrower in connection with (a) a $475,000,000 senior mortgage construction loan from a syndicate led by Ironclad National Bank, N.A., as administrative agent (the "Senior Loan"), and (b) a $200,000,000 mezzanine loan from Granite Peak Capital Partners, LP (the "Mezzanine Loan"), for the development of a mixed-use, transit-oriented project located at 450 West 34th Street, New York, New York 10001 (the "Project"). The total project cost is approximately $920,000,000, inclusive of the combined loan proceeds, equity contributions from MTDC, and anticipated public incentive funds.
The engagement will encompass, among other things, the negotiation, drafting, and review of the senior loan agreement, the mezzanine loan agreement, intercreditor and subordination arrangements between the senior lender syndicate and the mezzanine lender, the formation of special-purpose entity borrowers (as described in Section 6 below), review and analysis of the existing ground lease with NYC Economic Development Corporation, review and negotiation of construction contracts and related project documents, title and survey review, preparation and delivery of borrower legal opinions, and coordination of the closing of both financing transactions on a simultaneous basis. The Firm's role will include coordination with outside tax counsel and land-use counsel as needed, as well as review of all ancillary documents and third-party reports required by the lenders as conditions to closing.
The Project contemplates the construction of a mixed-use development consisting of approximately 1.2 million square feet of commercial office space, 450 residential units (of which approximately 30% will be designated as affordable housing pursuant to applicable inclusionary housing requirements), approximately 85,000 square feet of ground-floor retail space, and associated below-grade parking and transit infrastructure improvements. The Project is situated on land subject to a ground lease from NYC Economic Development Corporation, and the financing will be structured as leasehold mortgage financing with respect to the Senior Loan and pledged equity financing with respect to the Mezzanine Loan.
Section 2 — Client Information
Additional Client Notes:
MTDC is a government instrumentality organized under the laws of the State of Illinois pursuant to the Metropolitan Transit Authorities Act, 70 ILCS 3615, as amended. MTDC operates as an independent body corporate and politic and is authorized to engage in real estate development and financing activities in furtherance of its statutory mandate to promote transit-oriented development. As a government instrumentality, MTDC may be subject to certain public procurement requirements, Freedom of Information Act and comparable state open-records obligations, and governmental immunity provisions under Illinois and applicable federal law. The engagement team should confirm the applicability and scope of any such requirements at the outset of the engagement and should consult with the Firm's Government Contracts and Public Law practice group as needed.
MTDC has been a client of the Firm since 2021, and the Firm has previously represented MTDC in connection with three prior matters, as cross-referenced above. The client relationship has been managed historically through the Real Estate Department. No issues of client creditworthiness or payment history have been identified in connection with prior engagements. Billing and invoicing protocols specific to government-entity clients should be confirmed with MTDC's Chief Financial Officer, Priya Subramanian, in connection with the engagement letter.
Section 3 — Engagement Team
Staffing Notes:
Given the complexity and anticipated volume of the dual-tranche construction financing, the engagement team anticipates the need for additional paralegal support for due diligence document review, title and survey analysis, UCC and lien search coordination, organizational and authority document compilation, and closing logistics. At minimum, one senior paralegal from the Real Estate Department and one junior associate should be assigned to the matter on a dedicated basis beginning no later than March 1, 2025, in order to support the target closing date of June 15, 2025. Additional staffing requirements will be assessed on a rolling basis as the scope of diligence and negotiation becomes clearer.
The Tax Department's involvement, under the supervision of Sylvia Hartwell, will principally relate to structuring advice regarding the special-purpose entity borrowers, tax opinion delivery, REIT-qualification analysis (if applicable), and review of any tax-exempt financing components or public incentive structures associated with the Project. If the Firm determines that specialized land-use or zoning counsel is required, the engagement team intends to coordinate with Hargrove & Linden, P.C., which has served as MTDC's land-use counsel in prior New York City matters. Any such coordination will be reflected in a supplemental staffing memorandum.
Douglas Fairchild, as Responsible Partner, will maintain overall supervisory responsibility for the engagement, including client relationship management and strategic oversight. Angela Fontaine, as Billing Partner, will be responsible for all billing, collections, and fee-related matters, including compliance with any outside counsel guidelines applicable to MTDC as a government instrumentality.
Section 4 — Adverse / Other Parties (Conflicts Check)
The following table identifies all known adverse parties, other parties, and related entities for purposes of the Firm's conflicts clearance procedures. The Conflicts Department is requested to run a comprehensive conflicts check against each party listed below, including all known affiliates, subsidiaries, parent entities, and related persons to the extent discoverable through the Firm's conflicts database.
Notes Regarding Conflicts Check:
The engagement team notes that certain of the above-listed parties may be or may have been clients or counterparties of the Firm in unrelated matters. In particular, the engagement team is aware that the Firm's Banking and Financial Institutions practice group has from time to time represented Ironclad National Bank, N.A. in regulatory advisory matters unrelated to real estate lending. The conflicts check should identify any such representations and assess whether an advance waiver, informed consent, or ethical screen may be required or appropriate under the New York Rules of Professional Conduct, Rule 1.7 (Conflict of Interest: Current Clients) and Rule 1.9 (Duties to Former Clients). If a conflict or potential conflict is identified, the Responsible Partner should be notified immediately so that appropriate steps may be taken prior to the commencement of substantive work on the matter.
Additionally, the senior loan syndicate composition may change between the date of this intake form and the closing date. The engagement team will supplement this conflicts check with the names and identifying information of any additional syndicate members, participants, or assignees as they become known.
Section 5 — Fee Arrangement
Estimated Fees:
Estimated fees for this engagement are to be discussed directly with the client in connection with the delivery of the engagement letter. The engagement team notes that the fee estimate should reflect the substantial complexity inherent in a dual-tranche construction financing of this magnitude, including without limitation:
•  Formation and organizational structuring of two Delaware special-purpose entity borrowers (Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC), including preparation of certificates of formation, limited liability company agreements, resolutions, EIN applications, and related organizational documents;
•  Negotiation and documentation of the $475,000,000 senior mortgage construction loan agreement, including all related ancillary loan documents (mortgage, assignment of leases and rents, environmental indemnity, guaranty, disbursement agreement, construction escrow agreement, cash management agreement, deposit account control agreements, interest rate cap agreements, and related instruments);
•  Negotiation and documentation of the $200,000,000 mezzanine loan agreement, including all related ancillary mezzanine loan documents (pledge and security agreement, mezzanine guaranty, cash management arrangements, and related instruments);
•  Negotiation of the intercreditor agreement governing the relationship and relative rights of the senior lender syndicate and the mezzanine lender, including cure rights, purchase options, standstill provisions, and related intercreditor terms;
•  Review and analysis of the existing NYCEDC ground lease (CRFN 2020000198762, NYC ACRIS), including leasehold mortgagee protections, estoppel certificate requirements, recognition agreements, and non-disturbance provisions;
•  Review of construction contracts with Cobalt Construction Group, Inc., including the general construction contract, guaranteed maximum price provisions, performance and payment bond requirements, and lien waiver protocols;
•  Title and survey review, including analysis of title commitments, exception documents, and ALTA surveys; coordination with Sentinel Title & Escrow Company regarding title insurance policy requirements and endorsements;
•  Review of third-party due diligence reports, including Phase I and Phase II environmental site assessments, appraisals, property condition assessments, and zoning reports;
•  Preparation and delivery of borrower legal opinions (enforceability, authority, no-conflict, and such other opinions as may be required by the lenders);
•  Coordination of closing logistics for simultaneous closing of both financing facilities; and
•  General advisory services throughout the pre-closing, closing, and immediate post-closing periods.
Special Billing Instructions:
All invoices are to be submitted in accordance with any outside counsel guidelines promulgated by MTDC. The engagement team should coordinate with Priya Subramanian, Chief Financial Officer, MTDC, to obtain a copy of any applicable guidelines, including any requirements regarding timekeeper rate approval, task-based billing codes, invoice format, or electronic billing submission platforms. As a government instrumentality, MTDC may be subject to public disclosure obligations with respect to legal fees and invoices. The engagement team should confirm with the client whether narrative time descriptions on invoices should be prepared with this consideration in mind.
Anticipated Disbursements:
Anticipated out-of-pocket disbursements include, but are not limited to, the following: title searches and title examination fees; UCC search fees (including New York, Illinois, and Delaware); filing fees for UCC financing statements, mortgage recording, and entity formation documents; New York State and New York City mortgage recording taxes (to be paid by or on behalf of the borrower); recording costs; overnight delivery and courier charges; travel expenses (if required for in-person closings, site visits, or client meetings); and photocopying and document reproduction charges. Third-party costs, including surveyor fees, environmental consultant fees, and appraisal fees, are expected to be contracted for and paid directly by the client and are not anticipated to be advanced by the Firm.
Section 6 — Risk Assessment
Transaction Size / Complexity:
Rating: HIGH. The combined financing facilities total $675,000,000, consisting of a $475,000,000 senior mortgage construction loan and a $200,000,000 mezzanine loan. The total project cost is approximately $920,000,000. The multi-tranche structure, involving a syndicated senior loan with multiple lender participants and a separate mezzanine facility provided by an institutional fund, introduces significant documentary and structural complexity, particularly with respect to the intercreditor agreement, cash management and waterfall provisions, borrower organizational structuring, and the coordination of simultaneous closings. Per Firm guidelines, any matter with a deal value exceeding $500,000,000 is automatically classified as "High" for risk assessment purposes.
Client Type Considerations:
MTDC is a government instrumentality organized under the laws of the State of Illinois. The engagement team should evaluate and address the following considerations at the outset of the engagement:
(a) Sovereign / Governmental Immunity: Confirm whether MTDC enjoys sovereign or governmental immunity under Illinois law or applicable federal law, and the extent to which such immunity may affect the enforceability of loan documents, guaranties, or waivers of immunity that the lenders may require. Coordinate with the Firm's Government Contracts and Public Law practice group on this analysis.
(b) Public Procurement Requirements: Determine whether MTDC's engagement of the Firm, the general contractor, or other service providers is subject to competitive bidding, request-for-proposals, or other public procurement requirements under Illinois law or MTDC's enabling statute. If applicable, confirm that all such requirements have been satisfied.
(c) Public Records / FOIA Implications: Assess the applicability of the Illinois Freedom of Information Act (5 ILCS 140) and any comparable federal or New York disclosure statutes to documents and communications generated in connection with the engagement. Implement appropriate measures to preserve attorney-client privilege and work-product protections to the extent permitted by law, and advise the client regarding any limitations on confidentiality.
(d) Debt Authorization: Confirm that MTDC has obtained all necessary board, legislative, or other governmental approvals to incur the indebtedness contemplated by the Senior Loan and the Mezzanine Loan, and that such borrowing is within MTDC's statutory authority and any applicable debt limits.
Regulatory Considerations:
The engagement team should note the following regulatory matters:
(a) ULURP Approval: Uniform Land Use Review Procedure ("ULURP") approval for the Project has been obtained. The relevant ULURP application number is C 230415 ZSM. The engagement team should obtain and review a copy of the final ULURP approval, including all conditions and restrictions, and confirm that the Project as currently contemplated complies with all conditions of approval.
(b) New York City Zoning: The Project site is located in a zoning district that permits the contemplated mixed-use development. The engagement team should review the applicable zoning resolution provisions, any special permits or variances obtained, and any restrictive declarations recorded against the property in connection with the ULURP approval or otherwise.
(c) OCC-Regulated Lead Lender: Ironclad National Bank, N.A., as administrative agent and a senior lender, is a national banking association regulated by the Office of the Comptroller of the Currency ("OCC"). The engagement team should be aware of applicable OCC lending limits, risk-retention requirements, and any regulatory approvals that may be required in connection with the Senior Loan. These are primarily matters for the lender and its counsel; however, the borrower's counsel should be prepared to address any borrower-facing regulatory requirements or representations.
(d) Multi-State Lender Syndicate: The senior loan syndicate includes lenders organized and regulated in multiple jurisdictions. The engagement team should confirm that all loan documents comply with applicable usury laws, licensing requirements, and regulatory considerations in each relevant jurisdiction, to the extent applicable to the borrower.
SPE Formation:
Two Delaware limited liability companies are to be formed as special-purpose entity ("SPE") borrowers in connection with the financing:
(a) Hudson Yards West Mortgage LLC ("HYW Mortgage LLC") — to serve as the borrower under the Senior Loan and the holder of the leasehold interest under the NYCEDC ground lease.
(b) Hudson Yards West Mezzanine LLC ("HYW Mezzanine LLC") — to serve as the borrower under the Mezzanine Loan and the direct or indirect equity owner of HYW Mortgage LLC.
Both SPEs will be organized under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. Employer Identification Numbers ("EINs") will be obtained from the Internal Revenue Service for each entity following formation. The LLC agreements for each SPE will include customary single-purpose entity covenants, separateness provisions, and independent director requirements as typically required by institutional lenders in financing transactions of this nature. The engagement team should coordinate with the Tax Department regarding the tax classification elections (Form 8832) for each entity.
Ground Lease:
The Project is situated on land subject to a ground lease between NYC Economic Development Corporation ("NYCEDC"), as ground lessor, and MTDC (or its predecessor-in-interest), as ground lessee, dated as of June 1, 2020 (the "Ground Lease"). The Ground Lease is recorded with the New York City Register, Office of the City Register, at City Register File Number ("CRFN") 2020000198762, as reflected in the New York City Automated City Register Information System ("ACRIS").
The Senior Loan will be secured by a first-priority leasehold mortgage on the borrower's leasehold interest under the Ground Lease. The engagement team must conduct a thorough review of the Ground Lease to confirm, among other things: (i) the adequacy of leasehold mortgagee protections, including notice and cure rights; (ii) the existence and terms of any recognition or non-disturbance agreement between the ground lessor and the leasehold mortgagee; (iii) provisions regarding assignment, subletting, and change of control; (iv) insurance and casualty/condemnation provisions; (v) default and termination provisions; and (vi) the term of the Ground Lease (which must extend for a sufficient period beyond the maturity date of the Senior Loan, as typically required by institutional leasehold mortgage lenders).
The engagement team should anticipate that the lenders will require MTDC to obtain an estoppel certificate and a recognition agreement from NYCEDC as conditions to closing.
Insurance / Indemnity:
The Project is anticipated to require builder's risk insurance coverage in the amount of not less than $500,000,000, to be placed with Fortis Indemnity or another carrier acceptable to the lenders. The engagement team should review all insurance requirements set forth in the loan documents, coordinate with the client's insurance broker and risk management personnel, and confirm that all required insurance coverages (including general liability, workers' compensation, excess/umbrella, environmental liability, and such other coverages as the lenders may require) are or will be in place prior to closing.
With respect to the Firm's own professional liability exposure, this engagement falls within the "High" malpractice exposure category per the Firm's internal risk management guidelines, which classify all transactions exceeding $500,000,000 in aggregate deal value as "High" exposure. The Responsible Partner should confirm compliance with all Firm risk management protocols applicable to High-exposure matters, including enhanced supervision requirements, opinion committee review for legal opinions, and periodic risk assessment updates submitted to the Office of the General Counsel.
Malpractice Exposure Category:
HIGH — Per Firm guidelines for transactions with an aggregate deal value exceeding $500,000,000. Enhanced risk management protocols apply, including mandatory Responsible Partner supervision of all substantive work product, opinion committee review and approval prior to delivery of any legal opinions, and quarterly risk assessment updates to the Office of the General Counsel for the duration of the engagement.
Section 7 — Related Matters / Cross-References
Prior Representations of MTDC by Calderwood & Harkness LLP:
The current engagement builds upon the Firm's longstanding relationship with MTDC and the institutional knowledge developed through the above-referenced prior representations. The Lake Shore East Mixed-Use Financing (Matter No. 1031-00004) involved a structurally similar, though smaller, construction financing transaction in which the Firm represented MTDC as borrower, and may provide useful precedent documents and structural guidance for the present engagement.
Anticipated Sub-Matters:
The engagement team anticipates that the following sub-matters may be opened under the master matter number 47281 as the engagement progresses:
Outside Counsel Coordination:
The engagement team anticipates coordinating with Hargrove & Linden, P.C. (contact: Jennifer Hargrove, Partner), which serves as MTDC's zoning and land-use counsel for New York City matters, with respect to zoning compliance, ULURP conditions, and any land-use issues that may arise in connection with the financing. The scope of Hargrove & Linden's involvement and the terms of any information-sharing arrangements should be documented in writing and coordinated with the client.
Section 8 — Approvals
The following approvals are required prior to the formal opening of this matter and the commencement of billable work. Each approving individual should sign and date below upon completion of their review. Pursuant to Firm Policy § 3.4, New Business Committee review is required for all matters with an estimated deal value exceeding $500,000,000.
Note: New Business Committee review is required for this matter. The estimated aggregate deal value of $675,000,000 exceeds the $500,000,000 threshold established by Firm Policy § 3.4 (New Business Committee Review — Large and Complex Matters). The matter may not be formally opened and no billable time may be recorded until all required approvals, including New Business Committee approval, have been obtained, except that pre-opening conflicts checks and administrative intake activities may proceed pending such approvals.
Form Filed With: New Business / Conflicts Department Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006
CONFIDENTIAL — FOR INTERNAL USE ONLY This form and all information contained herein are confidential, proprietary to Calderwood & Harkness LLP, and intended solely for use by authorized personnel of the Firm in connection with new business intake and conflicts clearance procedures. This form and its contents are protected by the attorney-client privilege and the attorney work-product doctrine to the fullest extent permitted by law. Unauthorized reproduction, distribution, or disclosure of this form or any of its contents is strictly prohibited.
Field | Entry
Matter Number | 1031-00004
Matter Name | Hudson Yards West — Construction Financing
Matter Type | Real Estate Finance (Construction Loan / Mezzanine Loan)
Office | New York
Department | Real Estate
Date Opened | February 12, 2025
Estimated Deal Value | $675,000,000 (combined senior mortgage and mezzanine facilities)
Target Closing Date | June 15, 2025
Field | Entry
Client Full Legal Name | Metropolitan Transit Development Corp.
Short Name / Billing Name | MTDC / Metro Transit
Entity Type | Government instrumentality
Jurisdiction of Organization | Illinois
Principal Office Address | 200 South Michigan Avenue, Suite 3100, Chicago, Illinois 60604
Employer Identification Number (EIN) | 36-2847501
Primary Client Contact | Lydia Okafor, General Counsel
Secondary Client Contact | Marcus Jennings, Vice President, Real Estate Development
Authorized Signatory for Engagement Letter | David Harrington, Executive Director
Existing Client? | Yes
Prior Matter Number(s) | 38914-0001 (MTDC — O'Hare Transit Hub Ground Lease Advisory, 2021); 1031-00004 (MTDC — Lake Shore East Mixed-Use Financing, 2022); 43622-0001 (MTDC — Penn Station East Side Access — Tax-Exempt Bond Issuance, 2023)
Credit Rating | A– (Pinnacle Ratings Group, Identifier PRG-MTDC-A-2024-1187)
Role | Name | Title / Department
Responsible Partner | Douglas Fairchild | Partner, Real Estate
Billing Partner | Angela Fontaine | Partner, Real Estate
Lead Associate | Grace Nakamura | Senior Associate, Real Estate
Working Associate | Rafael Dominguez | Associate, Real Estate
Tax Specialist | Sylvia Hartwell | Partner, Tax
Additional Timekeepers | To be staffed as needed | See notes below
No. | Party Name | Role in Transaction | Relationship to Client
1 | Ironclad National Bank, N.A. | Administrative Agent / Senior Lender | Counterparty
2 | Granite Peak Capital Partners, LP | Mezzanine Lender | Counterparty
3 | Ridgeline Savings Bank | Senior Loan Syndicate Member | Counterparty
4 | Atlas Mutual Insurance Company | Senior Loan Syndicate Member | Counterparty
5 | Commonwealth Trust Company | Senior Loan Syndicate Member | Counterparty
6 | Harborview Federal Savings Bank | Senior Loan Syndicate Member | Counterparty
7 | Meridian Pacific Bank | Senior Loan Syndicate Member | Counterparty
8 | Clearfield & Associates LLP | Senior Lender's Counsel | Opposing counsel
9 | Voss Richter & Baines LLP | Mezzanine Lender's Counsel | Opposing counsel
10 | Hudson Yards West Mortgage LLC | SPE Borrower (to be formed) | Client affiliate
11 | Hudson Yards West Mezzanine LLC | SPE Borrower (to be formed) | Client affiliate
12 | Cobalt Construction Group, Inc. | General Contractor | Third party
13 | NYC Economic Development Corporation | Ground Lessor | Government counterparty
14 | Sentinel Title & Escrow Company | Title / Escrow Agent | Service provider
15 | Broadstreet Appraisal Group, Inc. | Appraiser | Service provider
16 | Apex Environmental Consultants, Inc. | Environmental Consultant | Service provider
17 | Evergreen Property Management LLC | Property Manager | Service provider
Field | Entry
Conflicts Check Requested By | Douglas Fairchild
Conflicts Check Run Date | ______ (to be completed by Conflicts Department)
Conflicts Check Result | ______ (Cleared / Conditional — to be completed by Conflicts Department)
Conflicts Analyst Assigned | ______ (to be completed by Conflicts Department)
Field | Entry
Fee Structure | Hourly rates per the Firm's standard rate card for the 2025 billing year; specific rates to be set forth in the engagement letter
Billing Frequency | Monthly
Retainer / Advance Required | To be determined per the terms of the engagement letter; subject to Firm policy regarding government-entity clients
Matter Number | Matter Name | Year | Status
38914-0001 | MTDC — O'Hare Transit Hub Ground Lease Advisory | 2021 | Closed
1031-00004 | MTDC — Lake Shore East Mixed-Use Financing | 2022 | Closed
43622-0001 | MTDC — Penn Station East Side Access — Tax-Exempt Bond Issuance | 2023 | Closed
Anticipated Sub-Matter Number | Description
47281-0002 | SPE Formation (HYW Mortgage LLC and HYW Mezzanine LLC)
1006-00006 | Tax Structuring and Tax Opinion
47281-0004 | Ground Lease Review and NYCEDC Coordination
Approval Role | Name | Signature | Date
Responsible Partner | Douglas Fairchild | ______ | ______
Billing Partner | Angela Fontaine | ______ | ______
Department Head / Designee | ______ | ______ | ______
General Counsel / Conflicts Clearance | ______ | ______ | ______
New Business Committee (if required) | ______ | ______ | ______

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