www.harrisbeach.comThis may be considered Attorney Advertising

under the Rules of Professional Conduct.

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06.1

ALBANY

BUFFALO

ITHACA

MELVILLE

NEW YORK CITY

ROCHESTER

SARATOGA SPRINGS

SYRACUSE

UNIONDALE

WHITE PLAINS

NEW HAVEN, CT

NEWARK, NJ

SM

Offices Throughout New York: AlbAny 677 BRoAdwAy, SuITe 1101 AlBAny, ny 12207 518-427-9700

buffAlo lARkIn AT exChAnge 726 exChAnge STReeT, SuITe 1000 BuffAlo, ny 14210 716-200-5050

IthAcA 119 eAST SeneCA STReeT IThACA, ny 14585 607-273-6444

MElVIllE 538 BRoAdhollow RoAd, SuITe 301 MelvIlle, ny 11747 516-222-0222

nEw york cIty 100 wAll STReeT new yoRk, ny 10005 212-687-0100

rochEstEr 99 gARnSey RoAd PITTSfoRd, ny 14534 585-419-8800

sArAtogA sprIngs 358 BRoAdwAy, SuITe 307 SARATogA SPRIngS, ny 12866 518-587-0551

syrAcusE 333 weST wAShIngTon ST, SuITe 200

SyRACuSe, ny 13202 315-423-7100

unIonDAlE The oMnI 333 eARle ovIngTon Blvd, SuITe 901 unIondAle, ny 11553 516-880-8484

whItE plAIns 445 hAMIlTon Avenue, SuITe 1206 whITe PlAInS, ny 10601 914-683-1200

Offices Also In: nEw hAVEn, ct 195 ChuRCh STReeT, 18Th flooR new hAven, CT 06509 203-784-3159

nEwArk, nJ one gATewAy CenTeR, SuITe 2500 newARk, nJ 07102 973-848-1244

And an International Network of Affiliates800-685-1429, www.hArrIsbEAch.coM

Our services include:

Financing

Financing Transactions, Private SectorOur attorneys have extensive experience involving transactions, both large and small, on behalf of lending institutions. We pride ourselves in helping balance protection of the legal interests of our credit providers with their need to maintain good relationships with their customers through and after the closing process. We assist our clients with structuring and all aspects of closing the transaction.

We represent credit providers in a wide range of transactions, including corporate and commercial loans, commercial real estate financing, construction lending, syndicated and club transactions, governmentally guaranteed loans, asset based lending, portfolio purchases, leasing, letters of credit, rate swaps, cross-border lending and factoring.

Our attorney team represents a wide variety of lenders, including banks, thrifts, credit unions and agricultural credit associations in their senior credit transactions. We act as special New York counsel with respect to out-of-state and cross-border transactions and assist with New York specific enforceability opinions.

Financing Transactions, Public SectorHarris Beach serves as counsel to underwriters, borrowers and entities providing credit enhancement and/or liquidity on all types of public finance transactions. The firm is a nationally recognized bond counsel firm serving most New York state issuers and more than 27 industrial development agencies throughout the state. We handle transactions involving FHA-insured mortgage revenue bonds, letter of credit secured financings, bond insured financings and unrated issues. We handle projects financed through a number of state agencies, such as the Dormitory Authority of the State of New York and the New York State Housing Finance Agency, other projects financed through local industrial development agencies and housing authorities, financing through local development authorities, and a variety of projects that

Financial Institutions and Capital Markets

Real PRoPeRTy MaTTeRSOur attorneys have extensive experience in commercial real estate matters. We assist financial institutions in matters including acquisition of branch locations, leasing, zoning and use compliance and variances, environmental matters and real property tax valuation disputes.

ReSidenTial MoRTgageSHarris Beach serves national, regional and community banks, credit unions and institutional mortgage lenders in New York state, as well as numerous out-of-state lenders. We provide our institutional clients with New York state-wide support and a wide range of services to facilitate high-volume residential real estate closings quickly and cost-effectively. We also advise lending institutions on issues affecting their involvement in the mortgage industry. Those services include the review and editing of mortgage documentation to ensure compliance with state and federal regulations.

We prepare standard loan packages in their entirety for lenders. We also customize those closing documents to meet the specialized needs of lenders. In order to provide clients with state-of-the-art mortgage closing services, we maintain remote print capabilities and can provide regional document preparation services for lenders. Our firm has dedicated closers who meet with borrowers in our office, county clerk’s offices, and other locations to oversee the explanation and execution of all documents and the recording instruments necessary to secure our client’s loan. Harris Beach attorneys have developed a process which allows borrowers to quickly and cost-effectively refinance existing mortgages. Our streamlined mortgage refinancing process typically results in lower abstracting fees and reissue rates on title insurance policies.

TRuST SeRviceSHarris Beach has a strong reputation for providing clients with a broad range of personal services, including life and asset planning, tax planning and estate administration. We work closely with private wealth management and trust and estate administration groups within our financial institution clients. We partner with our clients in providing asset and succession planning advice, documentation, and probate and estate administration assistance. We have significant experience in defense of institutional trustees against

claims of improper administration and in appropriate portfolio investment.

Our attorneys represent financial institutions acting as trustees and successor trustees in bond and other financing transactions. We assist with document review, ongoing administration and defeasance issues. We also work with our clients in foreclosures and restructures under bond indentures and related agreements.

non-legal PRoFeSSional SeRviceS ThRough ouR SubSidiaRy:Harris Beach recognizes that client solutions often involve more than just legal needs. Consequently, we offer a unique, comprehensive approach to meeting our clients’ pressing non-legal challenges through our affiliated consulting subsidiary, HB Cornerstone LLC.

HB Cornerstone is a full-service owner representation consulting firm which helps organizations with real property development and management. The professionals in this group have considerable experience in owner representation, planning and design, facilities consulting and move management,which provides a complete solution for clients seeking to build, expand or move. HB Cornerstone’s financial institutions experience includes the detailed review, documentation and subsequent master planning of approximately 1.5 million square feet within more than 100 office and bank locations for a large northeastern US financial group. Prior to becoming director of HB Cornerstone, David J. Crowe, AIA was vice president, Corporate Real Estate, senior regional asset manager at Citicorp North America, Inc. where his responsibilities included strategic and development planning, capital project planning and management for all Citicorp properties across New York state and Canada.

For more information on how Harris Beach can help your organization, please contact:

Patrick M. Malgieri pmalgieri@harrisbeach.com 585-419-8665

Beth Ela Wilkens bwilkens@harrisbeach.com 585-419-8645

or 800-685-1429

•Financing - Financing Transactions, Private Sector - Financing Transactions, Public Sector - Investment Funds - Tax Credits

•Financial Restructuring - Bankruptcies, Foreclosures and

Workouts - Collections

•General Corporate - Governance - Mergers and Acquisitions - Securities

•Government Compliance and Regulatory Matters

•Litigation including E-Discovery (e-infoSM)

•Real Property Matters

•Residential Mortgages

•Trust Services

Non-legal professional services through our subsidiary:

• HB Cornerstone LLC: Construction and Facilities Consulting

i n d u S T R y T e a M

Harris Beach attorneys serve as general corporate and transactional counsel for leading regional,

national and international financial institutions. Our extensive knowledge of, and practical

approach to, the industry’s evolving needs and ever-changing market challenges have proven

an invaluable resource for financial institutions, including commercial banks, credit unions and

thrifts, underwriters, service providers and investment funds.

Our extensive knowledge of, and practical approach

to, the industry’s evolving needs and ever-changing

market challenges has proven an invaluable resource

for financial institutions.

financial challenges, including all areas of bankruptcy, refinancing, assignments for the benefit of creditors, litigation, pursuit of various debtors and foreclosures. We restructure classified loans, including preparing forbearance agreements, assist with UCC asset sales and negotiate and help implement pre-packaged bankruptcy plans.

We have considerable experience in bankruptcy matters. Our firm represents clients in foreclosure proceedings, including surplus money proceedings, deficiency judgment collections and original real estate sales. We also assist our clients in sales of specific credits or entire portfolios of troubled assets.

collectionsHarris Beach is experienced in all areas of commercial and consumer collections. Our attorneys and professionals handle every stage of the collection process, from demand letter to litigation and enforcing the money judgment. We have developed standardized procedures for handling documents in routine collections and can customize those procedures to meet our clients’ needs. With offices throughout New York state and the tri-state area, we have the extended reach our clients need to accomplish their business. Our services include high-volume systems, negotiated settlements and strategy, debtor assets searches and debt collection.

We use restraining notices, informational subpoenas, property executions, income executions, contempt motions and other appropriate vehicles to maximize collections. We also maintain a highly sophisticated tracking system that monitors each and every file. Account balances are updated daily. We also provide functional statements and monthly status reports for each file being processed.

geneRal coRPoRaTeOur clients include national banks, New York state chartered institutions, thrifts and credit unions. We manage all aspects of organizational legal work for clients, from formation through disposition. Our attorneys provide representation involving establishment of holding companies, public offerings of debt and equity securities, mutual stock conversions, mergers and acquisitions,

branching matters, maximization of shareholder value, hostile takeover defenses and establishment of non-bank affiliates. We also provide legal support in general corporate and administrative matters such as tax planning and disputes, development of standard forms and trademark registration.

governanceWe counsel our clients with respect to ongoing corporate matters, including governance, compliance with exchange listing requirements, public company reporting, board responsibilities and special committees.

Mergers and acquisitions Our mergers and acquisitions experience for financial institutions includes document drafting and regulatory due diligence. Harris Beach ranked 34th in the country in American Banker’s 2012 listing of “Top Lead Legal Advisers Ranked by Number of Deals.”

SecuritiesHarris Beach represents issuers, placement agents, underwriters and investors in private placements and public offerings. Our attorneys help financial institutions comply with federal and state regulatory requirements. We identify and address securities law issues in acquisitions, joint ventures, financings and other business transactions. We assist public companies with reporting and other on-going compliance issues under federal and state securities laws.

Our securities law related experience includes assisting clients with registration of securities with the SEC; mergers and acquisitions involving public company constituents; compliance with listing requirements and stock exchange rules; preparation, review and filing of current and periodic reports under the ’34 Act; Section 16 issues and filings; compliance with the proxy rules for annual and special meetings of stockholders; and insider trading policies and procedures. We have also prepared documentation and assisted in due diligence examinations, with respect to debt and equity investments.

goveRnMenT coMPliance and RegulaToRy MaTTeRSThe attorneys in our Government Compliance and Investigations Practice Group represent US and foreign-

based financial services institutions and commercial clients in a wide range of matters, including but not limited to grand jury and federal regulatory investigations and international corporate investigations. The attorneys handle issues with multi-jurisdictional or international implications, such as compliance with requirements of the Foreign Corrupt Practices Act, the Bank Secrecy and PATRIOT Acts, the Fair and Accurate Credit Transactions Act, data privacy requirements, import-export issues, and matters involving the Treasury Department’s Office of Foreign Assets Control and Financial Crimes Enforcement Network. In addition, Harris Beach attorneys have interacted with the Federal Bureau of Investigation, the U.S. Secret Service, state police, and overseas law enforcement officials in the resolution of several matters.

We handle a wide variety of federal and state regulatory compliance issues, including matters involving the FDIC, OCC, Federal Reserve, NASD, NCUA, FINRA, CFPB, Securities and Exchange Commission, New York State Department of Financial Services and State Attorneys General. We assist our clients in developing financial products and related disclosure documents that comply with consumer protection regulations, developing procedures that meet regulatory standards, and reviewing transactions for compliance with applicable rules. We provide educational and training programs to employee groups regarding compliance with various regulatory requirements, and assist our clients with compliance audits and compliance program implementation.

In addition, our attorneys defend clients in regulatory and criminal matters, handle controversial and crisis communication management, internal investigations, data forensics and forensic accounting, and provide counsel on bank privacy issues, data privacy and identity theft. We also assist clients with immigration compliance. For example, our firm has assisted financial institutions with Foreign Corrupt Privacy Act compliance, obtained dismissal of fraud/RICO claims against a national bank related to issuance of mortgage backed securities, successfully defended claims related to improper fixing of fees

and interest rates on consumer credit facilities, obtained dismissal of civil claims and related criminal investigations of bank negligence in handling funds part of an international gray market investment program, and conducted internal investigations related to fabricated check stock.

liTigaTion including e-diScoveRy (e-inFoSM)Harris Beach attorneys provide the full range of general commercial and business litigation services, including contract disputes, lender liability claims including environmental claims, customer disputes, Real Estate Settlement Procedures Act class actions, and defense of claims of trustee mismanagement. Our class action attorneys have litigated complex class action cases for financial institutions, as well as public entities and private companies. Class action clients have included some of the largest companies in the financial industry. We also counsel lenders on their potential liabilities and rights with lender liability statutes and case law, including counseling on loan workouts, refinancing transactions and other transactions.

Should litigation occur, the attorneys in the e-info Practice Group are leaders in the areas of applying dataset analysis and technology-assisted predictive coding to the challenges of complex litigation and investigations. This benefits our clients with substantial improvement in the analysis of their documents

while lowering the total cost through increased efficiencies. Our e-discovery predictive-coding solutions are powered by software which acts as an efficiency engine to leverage attorneys’ analytical skills and Technology-Assisted Review (TAR) to increase accuracy by up to 70%, dramatically reduce review timeframes by up to 50% and cut client costs by up to 50%.

E-Discovery has become a significant cost component of litigation and government or regulatory investigations. It is also an area fraught with risk since sanctions and claims of spoliation are now common in large litigation cases. As a law firm with state-of-the-art technology, Harris Beach is well positioned to meet the defensibility and cost challenges associated with e-discovery. We leverage predictive-coding to make e-discovery reasonable for any litigation, regardless of size or industry, and we provide these services to a wide range of organizations, including national law firms. We have routinely been named as a “Go To” law firm for litigation e-discovery in the In House Law Departments at the Top 500 Companies as published by Corporate Counsel. The e-info Practice Group leader is recognized by the courts as an expert in this area and is an appointed member of the New York State Unified Court System’s E-Discovery Working Group which has drafted legislation and participates in the training for judges to improve the practice of electronic discovery.

are 63-20 financings. We also handle appropriation-backed financings, public finance tax representation, derivative products/swaps and non-fixed rate debt, industrial development and exempt facility financings and disclosure.

Our attorneys participate in a diverse array of projects involving, among others, hospitals, nursing homes, health-related and independent living facilities, housing and educational facilities.

investment FundsWe serve as both general and transactional counsel for investment funds. Our firm helps in structuring equity investments by, and exit strategies for, venture funds. We also assist in mezzanine financing transactions. Among other aspects, our attorneys have wide experience in negotiating intercreditor agreements with senior and subordinate lenders. We are well-versed in the establishment of SBA licensed Small Business Investment Companies and have experience with the expedited licensing approval process.

Tax creditsHarris Beach assists our clients in matters involving tax credits, such as new markets, historic and low income housing credits. We represent clients as investors in tax credits and act as transaction counsel on behalf of lenders serving as credit investors in tax structured deals.

Financial ReSTRucTuRingbankruptcies, Foreclosures and WorkoutsOur wide range of experience helps our clients sort through the countless regulations to ensure that all financial restructuring, bankruptcy and creditors’ rights issues are resolved to their best benefit. We assist our clients with debt refinancing and restructuring, dispute resolution, bankruptcy, foreclosure, commercial and consumer collection and Uniform Commercial Code (UCC) compliance.

Our attorneys analyze our clients’ rights and responsibilities under previously executed or yet to be executed documentation and under applicable statutes, regulations and judicial decisions. When applicable, we also address environmental issues. We provide alternative solutions to various

Our extensive knowledge of, and practical approach

to, the industry’s evolving needs and ever-changing

market challenges has proven an invaluable resource

for financial institutions.

financial challenges, including all areas of bankruptcy, refinancing, assignments for the benefit of creditors, litigation, pursuit of various debtors and foreclosures. We restructure classified loans, including preparing forbearance agreements, assist with UCC asset sales and negotiate and help implement pre-packaged bankruptcy plans.

We have considerable experience in bankruptcy matters. Our firm represents clients in foreclosure proceedings, including surplus money proceedings, deficiency judgment collections and original real estate sales. We also assist our clients in sales of specific credits or entire portfolios of troubled assets.

collectionsHarris Beach is experienced in all areas of commercial and consumer collections. Our attorneys and professionals handle every stage of the collection process, from demand letter to litigation and enforcing the money judgment. We have developed standardized procedures for handling documents in routine collections and can customize those procedures to meet our clients’ needs. With offices throughout New York state and the tri-state area, we have the extended reach our clients need to accomplish their business. Our services include high-volume systems, negotiated settlements and strategy, debtor assets searches and debt collection.

We use restraining notices, informational subpoenas, property executions, income executions, contempt motions and other appropriate vehicles to maximize collections. We also maintain a highly sophisticated tracking system that monitors each and every file. Account balances are updated daily. We also provide functional statements and monthly status reports for each file being processed.

geneRal coRPoRaTeOur clients include national banks, New York state chartered institutions, thrifts and credit unions. We manage all aspects of organizational legal work for clients, from formation through disposition. Our attorneys provide representation involving establishment of holding companies, public offerings of debt and equity securities, mutual stock conversions, mergers and acquisitions,

branching matters, maximization of shareholder value, hostile takeover defenses and establishment of non-bank affiliates. We also provide legal support in general corporate and administrative matters such as tax planning and disputes, development of standard forms and trademark registration.

governanceWe counsel our clients with respect to ongoing corporate matters, including governance, compliance with exchange listing requirements, public company reporting, board responsibilities and special committees.

Mergers and acquisitions Our mergers and acquisitions experience for financial institutions includes document drafting and regulatory due diligence. Harris Beach ranked 34th in the country in American Banker’s 2012 listing of “Top Lead Legal Advisers Ranked by Number of Deals.”

SecuritiesHarris Beach represents issuers, placement agents, underwriters and investors in private placements and public offerings. Our attorneys help financial institutions comply with federal and state regulatory requirements. We identify and address securities law issues in acquisitions, joint ventures, financings and other business transactions. We assist public companies with reporting and other on-going compliance issues under federal and state securities laws.

Our securities law related experience includes assisting clients with registration of securities with the SEC; mergers and acquisitions involving public company constituents; compliance with listing requirements and stock exchange rules; preparation, review and filing of current and periodic reports under the ’34 Act; Section 16 issues and filings; compliance with the proxy rules for annual and special meetings of stockholders; and insider trading policies and procedures. We have also prepared documentation and assisted in due diligence examinations, with respect to debt and equity investments.

goveRnMenT coMPliance and RegulaToRy MaTTeRSThe attorneys in our Government Compliance and Investigations Practice Group represent US and foreign-

based financial services institutions and commercial clients in a wide range of matters, including but not limited to grand jury and federal regulatory investigations and international corporate investigations. The attorneys handle issues with multi-jurisdictional or international implications, such as compliance with requirements of the Foreign Corrupt Practices Act, the Bank Secrecy and PATRIOT Acts, the Fair and Accurate Credit Transactions Act, data privacy requirements, import-export issues, and matters involving the Treasury Department’s Office of Foreign Assets Control and Financial Crimes Enforcement Network. In addition, Harris Beach attorneys have interacted with the Federal Bureau of Investigation, the U.S. Secret Service, state police, and overseas law enforcement officials in the resolution of several matters.

We handle a wide variety of federal and state regulatory compliance issues, including matters involving the FDIC, OCC, Federal Reserve, NASD, NCUA, FINRA, CFPB, Securities and Exchange Commission, New York State Department of Financial Services and State Attorneys General. We assist our clients in developing financial products and related disclosure documents that comply with consumer protection regulations, developing procedures that meet regulatory standards, and reviewing transactions for compliance with applicable rules. We provide educational and training programs to employee groups regarding compliance with various regulatory requirements, and assist our clients with compliance audits and compliance program implementation.

In addition, our attorneys defend clients in regulatory and criminal matters, handle controversial and crisis communication management, internal investigations, data forensics and forensic accounting, and provide counsel on bank privacy issues, data privacy and identity theft. We also assist clients with immigration compliance. For example, our firm has assisted financial institutions with Foreign Corrupt Privacy Act compliance, obtained dismissal of fraud/RICO claims against a national bank related to issuance of mortgage backed securities, successfully defended claims related to improper fixing of fees

and interest rates on consumer credit facilities, obtained dismissal of civil claims and related criminal investigations of bank negligence in handling funds part of an international gray market investment program, and conducted internal investigations related to fabricated check stock.

liTigaTion including e-diScoveRy (e-inFoSM)Harris Beach attorneys provide the full range of general commercial and business litigation services, including contract disputes, lender liability claims including environmental claims, customer disputes, Real Estate Settlement Procedures Act class actions, and defense of claims of trustee mismanagement. Our class action attorneys have litigated complex class action cases for financial institutions, as well as public entities and private companies. Class action clients have included some of the largest companies in the financial industry. We also counsel lenders on their potential liabilities and rights with lender liability statutes and case law, including counseling on loan workouts, refinancing transactions and other transactions.

Should litigation occur, the attorneys in the e-info Practice Group are leaders in the areas of applying dataset analysis and technology-assisted predictive coding to the challenges of complex litigation and investigations. This benefits our clients with substantial improvement in the analysis of their documents

while lowering the total cost through increased efficiencies. Our e-discovery predictive-coding solutions are powered by software which acts as an efficiency engine to leverage attorneys’ analytical skills and Technology-Assisted Review (TAR) to increase accuracy by up to 70%, dramatically reduce review timeframes by up to 50% and cut client costs by up to 50%.

E-Discovery has become a significant cost component of litigation and government or regulatory investigations. It is also an area fraught with risk since sanctions and claims of spoliation are now common in large litigation cases. As a law firm with state-of-the-art technology, Harris Beach is well positioned to meet the defensibility and cost challenges associated with e-discovery. We leverage predictive-coding to make e-discovery reasonable for any litigation, regardless of size or industry, and we provide these services to a wide range of organizations, including national law firms. We have routinely been named as a “Go To” law firm for litigation e-discovery in the In House Law Departments at the Top 500 Companies as published by Corporate Counsel. The e-info Practice Group leader is recognized by the courts as an expert in this area and is an appointed member of the New York State Unified Court System’s E-Discovery Working Group which has drafted legislation and participates in the training for judges to improve the practice of electronic discovery.

are 63-20 financings. We also handle appropriation-backed financings, public finance tax representation, derivative products/swaps and non-fixed rate debt, industrial development and exempt facility financings and disclosure.

Our attorneys participate in a diverse array of projects involving, among others, hospitals, nursing homes, health-related and independent living facilities, housing and educational facilities.

investment FundsWe serve as both general and transactional counsel for investment funds. Our firm helps in structuring equity investments by, and exit strategies for, venture funds. We also assist in mezzanine financing transactions. Among other aspects, our attorneys have wide experience in negotiating intercreditor agreements with senior and subordinate lenders. We are well-versed in the establishment of SBA licensed Small Business Investment Companies and have experience with the expedited licensing approval process.

Tax creditsHarris Beach assists our clients in matters involving tax credits, such as new markets, historic and low income housing credits. We represent clients as investors in tax credits and act as transaction counsel on behalf of lenders serving as credit investors in tax structured deals.

Financial ReSTRucTuRingbankruptcies, Foreclosures and WorkoutsOur wide range of experience helps our clients sort through the countless regulations to ensure that all financial restructuring, bankruptcy and creditors’ rights issues are resolved to their best benefit. We assist our clients with debt refinancing and restructuring, dispute resolution, bankruptcy, foreclosure, commercial and consumer collection and Uniform Commercial Code (UCC) compliance.

Our attorneys analyze our clients’ rights and responsibilities under previously executed or yet to be executed documentation and under applicable statutes, regulations and judicial decisions. When applicable, we also address environmental issues. We provide alternative solutions to various

www.harrisbeach.comThis may be considered Attorney Advertising

under the Rules of Professional Conduct.

Imag

es u

sed

are

stoc

k ph

otog

raph

y. 1

2/16

/201

5 |

000

06.1

ALBANY

BUFFALO

ITHACA

MELVILLE

NEW YORK CITY

ROCHESTER

SARATOGA SPRINGS

SYRACUSE

UNIONDALE

WHITE PLAINS

NEW HAVEN, CT

NEWARK, NJ

SM

Offices Throughout New York: AlbAny 677 BRoAdwAy, SuITe 1101 AlBAny, ny 12207 518-427-9700

buffAlo lARkIn AT exChAnge 726 exChAnge STReeT, SuITe 1000 BuffAlo, ny 14210 716-200-5050

IthAcA 119 eAST SeneCA STReeT IThACA, ny 14585 607-273-6444

MElVIllE 538 BRoAdhollow RoAd, SuITe 301 MelvIlle, ny 11747 516-222-0222

nEw york cIty 100 wAll STReeT new yoRk, ny 10005 212-687-0100

rochEstEr 99 gARnSey RoAd PITTSfoRd, ny 14534 585-419-8800

sArAtogA sprIngs 358 BRoAdwAy, SuITe 307 SARATogA SPRIngS, ny 12866 518-587-0551

syrAcusE 333 weST wAShIngTon ST, SuITe 200

SyRACuSe, ny 13202 315-423-7100

unIonDAlE The oMnI 333 eARle ovIngTon Blvd, SuITe 901 unIondAle, ny 11553 516-880-8484

whItE plAIns 445 hAMIlTon Avenue, SuITe 1206 whITe PlAInS, ny 10601 914-683-1200

Offices Also In: nEw hAVEn, ct 195 ChuRCh STReeT, 18Th flooR new hAven, CT 06509 203-784-3159

nEwArk, nJ one gATewAy CenTeR, SuITe 2500 newARk, nJ 07102 973-848-1244

And an International Network of Affiliates800-685-1429, www.hArrIsbEAch.coM

Our services include:

Financing

Financing Transactions, Private SectorOur attorneys have extensive experience involving transactions, both large and small, on behalf of lending institutions. We pride ourselves in helping balance protection of the legal interests of our credit providers with their need to maintain good relationships with their customers through and after the closing process. We assist our clients with structuring and all aspects of closing the transaction.

We represent credit providers in a wide range of transactions, including corporate and commercial loans, commercial real estate financing, construction lending, syndicated and club transactions, governmentally guaranteed loans, asset based lending, portfolio purchases, leasing, letters of credit, rate swaps, cross-border lending and factoring.

Our attorney team represents a wide variety of lenders, including banks, thrifts, credit unions and agricultural credit associations in their senior credit transactions. We act as special New York counsel with respect to out-of-state and cross-border transactions and assist with New York specific enforceability opinions.

Financing Transactions, Public SectorHarris Beach serves as counsel to underwriters, borrowers and entities providing credit enhancement and/or liquidity on all types of public finance transactions. The firm is a nationally recognized bond counsel firm serving most New York state issuers and more than 27 industrial development agencies throughout the state. We handle transactions involving FHA-insured mortgage revenue bonds, letter of credit secured financings, bond insured financings and unrated issues. We handle projects financed through a number of state agencies, such as the Dormitory Authority of the State of New York and the New York State Housing Finance Agency, other projects financed through local industrial development agencies and housing authorities, financing through local development authorities, and a variety of projects that

Financial Institutions and Capital Markets

Real PRoPeRTy MaTTeRSOur attorneys have extensive experience in commercial real estate matters. We assist financial institutions in matters including acquisition of branch locations, leasing, zoning and use compliance and variances, environmental matters and real property tax valuation disputes.

ReSidenTial MoRTgageSHarris Beach serves national, regional and community banks, credit unions and institutional mortgage lenders in New York state, as well as numerous out-of-state lenders. We provide our institutional clients with New York state-wide support and a wide range of services to facilitate high-volume residential real estate closings quickly and cost-effectively. We also advise lending institutions on issues affecting their involvement in the mortgage industry. Those services include the review and editing of mortgage documentation to ensure compliance with state and federal regulations.

We prepare standard loan packages in their entirety for lenders. We also customize those closing documents to meet the specialized needs of lenders. In order to provide clients with state-of-the-art mortgage closing services, we maintain remote print capabilities and can provide regional document preparation services for lenders. Our firm has dedicated closers who meet with borrowers in our office, county clerk’s offices, and other locations to oversee the explanation and execution of all documents and the recording instruments necessary to secure our client’s loan. Harris Beach attorneys have developed a process which allows borrowers to quickly and cost-effectively refinance existing mortgages. Our streamlined mortgage refinancing process typically results in lower abstracting fees and reissue rates on title insurance policies.

TRuST SeRviceSHarris Beach has a strong reputation for providing clients with a broad range of personal services, including life and asset planning, tax planning and estate administration. We work closely with private wealth management and trust and estate administration groups within our financial institution clients. We partner with our clients in providing asset and succession planning advice, documentation, and probate and estate administration assistance. We have significant experience in defense of institutional trustees against

claims of improper administration and in appropriate portfolio investment.

Our attorneys represent financial institutions acting as trustees and successor trustees in bond and other financing transactions. We assist with document review, ongoing administration and defeasance issues. We also work with our clients in foreclosures and restructures under bond indentures and related agreements.

non-legal PRoFeSSional SeRviceS ThRough ouR SubSidiaRy:Harris Beach recognizes that client solutions often involve more than just legal needs. Consequently, we offer a unique, comprehensive approach to meeting our clients’ pressing non-legal challenges through our affiliated consulting subsidiary, HB Cornerstone LLC.

HB Cornerstone is a full-service owner representation consulting firm which helps organizations with real property development and management. The professionals in this group have considerable experience in owner representation, planning and design, facilities consulting and move management,which provides a complete solution for clients seeking to build, expand or move. HB Cornerstone’s financial institutions experience includes the detailed review, documentation and subsequent master planning of approximately 1.5 million square feet within more than 100 office and bank locations for a large northeastern US financial group. Prior to becoming director of HB Cornerstone, David J. Crowe, AIA was vice president, Corporate Real Estate, senior regional asset manager at Citicorp North America, Inc. where his responsibilities included strategic and development planning, capital project planning and management for all Citicorp properties across New York state and Canada.

For more information on how Harris Beach can help your organization, please contact:

Patrick M. Malgieri pmalgieri@harrisbeach.com 585-419-8665

Beth Ela Wilkens bwilkens@harrisbeach.com 585-419-8645

or 800-685-1429

•Financing - Financing Transactions, Private Sector - Financing Transactions, Public Sector - Investment Funds - Tax Credits

•Financial Restructuring - Bankruptcies, Foreclosures and

Workouts - Collections

•General Corporate - Governance - Mergers and Acquisitions - Securities

•Government Compliance and Regulatory Matters

•Litigation including E-Discovery (e-infoSM)

•Real Property Matters

•Residential Mortgages

•Trust Services

Non-legal professional services through our subsidiary:

• HB Cornerstone LLC: Construction and Facilities Consulting

i n d u S T R y T e a M

Harris Beach attorneys serve as general corporate and transactional counsel for leading regional,

national and international financial institutions. Our extensive knowledge of, and practical

approach to, the industry’s evolving needs and ever-changing market challenges have proven

an invaluable resource for financial institutions, including commercial banks, credit unions and

thrifts, underwriters, service providers and investment funds.