Matthew D. Parrott. Partner New York. p Practices. Industries. Education. Bar Admissions

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1 Matthew D. Parrott Partner p Practices FOCUS: Litigation and Dispute Resolution Real Estate Litigation Securities Litigation and Enforcement Distressed Property Real Estate Financial Services Banking Class Action and Multidistrict Litigation Landlord Litigation and Counseling Financial Services Litigation Industries International Retail Landlord Financial Institutions Education JD, Fordham University School of Law BA, Manhattanville College For more than 20 years, Matthew Parrott has represented prominent corporate clients and individuals in some of their most challenging civil matters, including multiple trials in federal and state courts and before arbitration tribunals convened by the American Arbitration Association (AAA), Financial Industry Regulatory Authority (FINRA) and the Stock Exchange (NYSE). With broad courtroom experience and a near perfect record as lead counsel, Matt has become the litigator of choice for a wide range of clients. He is the head of Katten's New York Real Estate Litigation practice and regularly represents real estate lenders, developers and banking institutions in some of the largest real estate and construction disputes in and across the country. Matt also handles matters involving breach of contract disputes, partnership issues, securities law claims, Ponzi schemes, RICO actions, corporate merger and acquisition transactions, and fraudulent transfer claims. Matt's corporate clients routinely seek out his advice in a general counsel capacity with respect to day-to-day litigation matters impacting their businesses. During the course of his career, Matt has acted as lead counsel in cases involving more than $3 billion in secured finance transactions, including disputes regarding Uniform Commercial Code (UCC) foreclosures, intercreditor disputes, lender liability claims, mezzanine loans and guaranty enforcement. These matters have included some of the largest construction project foreclosures in City in recent memory, including One Madison Park, 47 East 34th Street and 855 Avenue of the Americas. In addition, Matt routinely acts as counsel in connection with sales and acquisitions of distressed notes and assets, including through UCC foreclosure transactions, restructurings and various other due diligence activities. Matt has repeatedly been appointed to act as a receiver by federal and state courts in matters involving liquidations of corporate entities, administration of insolvent businesses, and the management and operation of commercial properties. Matt also is an experienced arbitrator and has repeatedly presided over arbitration matters involving complex securities and contract disputes. Bar Admissions

2 Court Admissions Sixth Circuit US District Court, Eastern District of Second Circuit Eleventh Circuit US District Court, Southern District of Selected Experience Lead counsel to general partner of real estate holding company in defense of breach of fiduciary duty and fraud claims brought by limited partners alleging that general partner undervalued limited partnership interests in connection with merger transaction. Lead counsel to lender under $435 million mezzanine and senior mortgage financing facility in connection with UCC auction of newly constructed luxury hotel containing 391 rooms in lower Manhattan. Appointed to act as receiver by the US District Court for the Eastern District of New York, in matter involving liquidation of multiple corporate entities and real estate assets to satisfy $50 million judgment, as well as investigation and recovery of fraudulent transfers of assets by judgment debtor. Lead counsel to owner of 126-room hotel in Midtown Manhattan in Yellowstone injunction action filed in State Court against hotel landlord to enjoin landlord from terminating hotel ground lease based on alleged certificate of occupancy violation. Katten successfully obtained injunction prohibiting termination of lease. Lead counsel to publicly held banking institution and its officers and directors in defense of federal civil RICO and securities fraud claims in the US District Court for the Southern District of alleging conspiracy to defraud borrowers in connection with large-scale commercial loan transactions. Representation of clearing broker in the US District Court for the Southern District of Florida against allegations that broker, as one of multiple financial institution defendants, aided and abetted stock manipulation scheme involving naked short selling of equities. Katten successfully moved to dismiss civil RICO claims with prejudice at the outset of the litigation under Fed. R. Civ. P. 12(b)(6). Successful representation of shopping mall owner in State Court against claims filed by commercial tenant alleging owner verbally agreed to extend lease term. Katten obtained tenant's agreement to quit occupancy after filing of summary judgment motion. Representation of United States- and United Kingdom-based financial institutions in the US District Court for the Southern District of against allegations that they engaged in conspiracy to defraud plaintiffs in connection with plaintiffs' sale of stock to third-party investor. Katten successfully compelled dismissal of the Section 10(b) fraud action when plaintiffs voluntarily withdrew complaint after being served with motion for Rule 11 sanctions. Successful representation of junior member of limited liability company against managing member's claim for $30 million broker commission in connection with renewal of lease in 2.7-million-rentable-square-foot high-rise Tribeca building by major tenant and negotiated buyout of client's interest by managing member.

3 Successful representation of the sellers of an Israeli telecommunications company before the American Arbitration Association regarding claim that acquiror, a publicly held NYSE company, improperly refused to make earnout payments that accrued during the three-year period following closing of the merger. Katten obtained an eight-figure settlement for the seller clients. Representation of a major publicly held energy company in arbitration before the American Arbitration Association seeking $40 million in damages from client resulting from alleged termination of a merger agreement. Katten successfully obtained dismissal of claims against client; the case settled on favorable terms and all claims were dismissed with prejudice. Successful representation of seller of strip mall property in Upstate in enforcing contract to sell property to winning bidder in online auction conducted by Auction.com website. After the first day of trial, purchaser agreed to settle case and honor purchase agreement. Successful representation of junior member of owner of high-rise commercial building containing 2.2 million rentable square feet in Midtown Manhattan in action to compel managing member to honor agreement to complete tenant improvements and execute leases for vacant space in building. Lead counsel to developer of high-rise hotel in Midtown Manhattan in defense against claims filed by neighboring property owner seeking to enjoin project and obtain damages allegedly arising from noise and vibration caused by excavation and other construction activities. Lead counsel to owner of luxury high-rise condo tower in City in defense against unit purchaser claims alleging defective design and construction of bathroom shower stall and bathtubs. Lead counsel to developer of high-rise construction project in Midtown Manhattan in defense against claims stemming from on-site explosion that occurred during construction activities. Lead counsel in claim against condominium sponsor alleging defective bathroom design and installation in newly constructed Tribeca high-rise. Representation of Fortune 500 company in a four-day trial before Judge Sidney H. Stein of the US District Court for the Southern District of ; obtained a complete defense verdict for the client, including dismissal of all claims brought by a major bank relating to the sale of interests in a $54 million construction loan. Successful representation of owner of waterfront development parcel located in Long Beach,, against breach of contract and fraud claims asserted by the city alleging that owner agreed to reimburse more than $15 million in eminent domain condemnation costs incurred by the city in facilitating assemblage of parcel.

4 Lead counsel in commercial foreclosure matter and subsequent workout and restructuring of $112 million loan issued to finance construction of partially completed 19-story condominium in Stamford, Connecticut. Successful representation of mezzanine lender under $22 million loan issued to finance acquisition of landmark office building located at 295 Madison Avenue in City in action filed to obtain declaratory judgment preventing borrower from extending maturity date of loan. Lead counsel in commercial foreclosure action and related bankruptcy proceeding involving $250 million loan secured by mortgages on partially constructed 50-story high-rise condominium building located on Madison Avenue and 23rd Street in Manhattan. Successful representation of major futures commission merchant in connection with CFTC investigation and related federal civil court action concerning hedge fund manager accused of fraudulently concealing $140 million in trading losses from fund investors. Successful representation of institutional trader in connection with investigations by the SEC and US Attorney's Office in which client was suspected of violating FINRA gift-giving and entertainment rules in its dealings with mutual fund customers. Successful representation of senior lender in commercial foreclosure action involving $46 million loan secured by two apartment buildings located on 92nd Street on Upper East Side in Manhattan. Successful representation of institutional lender in State Court action to enforce Uniform Commercial Code pledge and take ownership of limited liability company borrower, a nationwide operator of Megaplex movie theaters, after default under $60 million loan. Successful representation of lender in mortgage foreclosure proceeding involving one-block parcel of commercial property located on Avenue of the Americas in Midtown Manhattan after borrower defaulted under $104 million loan. Katten obtained summary judgment. Lead counsel to lender in commercial foreclosure action involving $76 million loan secured by mortgages on newly constructed 36-story high-rise apartment building located at Park Avenue and 34th Street in Midtown Manhattan. Representation of a Fortune 100 financial services company and one of its money managers in a three-day FINRA arbitration hearing regarding claims asserted by a corporation alleging fraud and mismanagement of its employee profit-sharing plan. Katten obtained a complete defense verdict. Representation of a futures commission merchant in a four-day NYSE arbitration hearing against accusations of fraud in connection with foreign exchange trading operation. Katten obtained a complete defense verdict for the client.

5 Representation of a lender in a CPLR 3213 proceeding filed in State Court to recover $18 million pursuant to payment guaranty issued in connection with $170 million loan issued to construct mixed-use building located in Washington, DC. Successful representation of lender in foreclosure of newly constructed 42-story luxury hotel in Atlanta after developer defaulted under $145 million construction loan. Katten obtained $35 million judgment on related payment guaranty. Successful defense of lender in lawsuit brought by developer in State Court seeking to enjoin lender from declaring default under $80 million construction loan issued to finance 600-acre residential and commercial development in rural Virginia. Lead counsel to limited partner in lawsuit in State Court seeking to recover $22 million pursuant to completion guaranty issued in connection with conversion of factory building in downtown Brooklyn into condominium apartments. Successful representation of major clearing firm in connection with more than 100 securities arbitrations relating to accounts held at a single introducing broker accused of fraud. Katten obtained complete dismissal of all such matters without a single adverse verdict against client. Speaking Engagements & Presentations Panelist Letters of Intent: Traps for the Unwary Lenders 2016 ACIC Spring Investment Forum Chicago, Illinois (April 7 8, 2016) Presenter Financial Services Litigation Symposium, (October 16, 2014) Panelist Focus on Real Estate Markets and Opportunities 2012 Leadership in the Distressed Markets, (January 25, 2012) Speaker Bank & Special Asset Executive Forum on Distressed Real Estate New York, (March 28 29, 2011) Panelist Construction Loans, Half-Built Projects & Transitional Asset Alternative Use The 2nd Annual Distressed Commercial Real Estate Forum, New York (September 23 24, 2010) Panelist Examining the Foreclosure & Bankruptcy Process Bankers Forum on Distressed Properties & Real Estate Loan Workouts, (April 19 20, 2010) Speaker Update: Case Law and Legislation Real Property Foreclosure: A Stepby-Step Workshop Melville, (July 21, 2009) Presenter Dealing With Borrower Defense Strategies in Commercial Loan Default and Mortgage Foreclosure Matters - A Practical Guide for Lenders Webinar (June 18, 2009)