Represented property management company in dispute brought by tenant over failure to disclose mold remediation in unit prior to lease execution.

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1 Real Estate EXPERIENCE Represented a management company in dispute with HOA over duty of management company to repair construction defects on decking of 84 high-end condominium units. Represented property management company in dispute brought by tenant over failure to disclose mold remediation in unit prior to lease execution. Represented a seniors housing operator in the refinancing of a $37.5 million loan secured by assisted living facility in Pennsylvania. Represented a public pension fund in negotiation of two joint ventures with residential developers, each with an ongoing capital commitment in excess of $125 million. Represented a public pension fund in the negotiation of a joint venture platform to acquire and develop medical office buildings and seniors housing facilities with a total commitment of in excess of $266 million. Represented a seniors housing operator in the negotiation of a joint venture with a private equity fund, the concurrent acquisition of two assisted living and memory care facilities (one in Northern California, one in Southern California) with a combined purchase price of almost $32 million and the obtaining of a $23 million loan secured by the facilities. Represented a seniors housing operator in the negotiation of a master lease platform with a major REIT which included the commitment of up to $150 million for future acquisitions. The transaction also included the concurrent closing of the initial acquisition under the platform (a four-property portfolio which included independent living, assisted living and skilled nursing located in Iowa) for a purchase price of almost $41 million. Additionally, represented the client in the concurrent negotiation of an option to purchase two additional properties for an additional $20.6 million as well as a related management agreement for the management of the two option properties. Represented a REIT in acquisition of portfolio of sixteen medical office buildings in the Greenville, South Carolina area for a total purchase price of almost $163 million. Represented a pension fund in the negotiation of a joint venture with an operating company to invest in high-quality, stabilized office and industrial properties in Brazil, and negotiated related property management agreement and operator guaranty.

2 2/33 Defended a property management company and homeowners association in a unique federal court disability access case in which the plaintiff/homeowner asserted the right to a dedicated common area parking space. Assisted Living Facility, Los Angeles. Represented operator of 116-room assisted living facility in entitlement of site; was the first project in the City of Los Angeles to be approved under the City's elder care facility ordinance. Legal adviser to various visitor serving and commercial recreation sites. Entitled major expansion of large solid waste landfill for national waste disposal company. Processed successful expansion of essential gasoline distribution center for major oil company. Drafted new zoning standards subsequently approved for oil production at large urban oil field. Obtained approvals for major rail-haul facility in transit corridor. Assisted a large private homebuilder in over $100 million in land acquisitions ranging from unentitled parcels to finished lots in master planned communities in California. Advised a non-profit organization in the acquisition of a planning area in a master planned community for construction of seniors housing. Assisted in the formation of a $500 million fund, coordinating due diligence efforts for over 600 properties located in several different states. Represented a privately held homebuilder in an over $100 million sale to a New York Stock Exchange listed company. Represented a pension fund in its acquisition of a one million square foot regional mall. Represented a private investor in the disposition of a portfolio of net leased single-tenant retail properties located across the United States. Represented a public homebuilder in negotiating a joint venture for the entitlement and development of a 1900 acre Southern California master development. Represented a commercial developer in the formation of a joint venture for the acquisition and ownership of a 300,000 square foot California office building. Represented a public pension fund in its $175 million investment in a commingled private equity fund. Represented a commercial developer in the negotiation of a joint venture for the development of a 750,000 square foot California regional mall.

3 3/33 Represented an institutional investor in negotiating a nationwide platform joint venture for commercial investment and development. Negotiated the disposition of 110 finished lots in Southern California location for a purchase price in excess of $45 million. Advised an equity provider in connection with its acquisition of a partially constructed tax exempt bond-financed mixed-use project with an affordable housing component through an indirect multi-stage acquisition of the ownership interest in the project-owning entity, which acquisition included assumption of existing construction and conversion to permanent financing. Advised a non-profit organization in the acquisition of a planning area in a master planned community for construction of seniors housing. For several years, negotiated option and construction agreements for a land banker in connection with its financing of the acquisition of lots in California, Nevada, Arizona, and Florida totaling over $150 million. Represented a large private homebuilder in over $250 million in land acquisitions ranging from unentitled parcels to finished lots in master planned communities in California. Counsel to a joint venture comprised of a consortium of builders who have teamed up to coordinate the construction of infrastructure for a new residential development in the Inland Empire. Represented an equity provider in connection with the formation of a joint venture and concurrent acquisition of three planning areas in a "broken" master development in Southern California. Represented a developer of multi-building office campus, including negotiation of land purchase agreement, entitlement agreements with city, venture agreements with equity partner, loan documentation, construction contract, and office leases. Represented a developer of 1.2 million square foot distribution facility, including negotiation of land purchase agreement, master developer site work agreement, single tenant lease, development management agreement, and construction contract. Represented a publicly traded multi-family REIT in real estate acquisition, disposition, ground lease, and development matters. Represented a developer of mixed-use office, retail, and residential condominium project, including preparation of master project covenants, conditions and restrictions, and negotiation of office and retail leases and loan documentation. Represented a national chain grocery store operator/developer in sale of multi-project portfolio of shopping centers with lease back of anchor grocery store locations.

4 4/33 Represented a national food service retail tenant in all leasing and real estate related matters. Represented a regional "big box" retail tenant in all leasing and real estate related matters. Represented Alameda County with respect to acquisition of 102,400 square foot County Social Services building and associated parking located at 2000 San Pablo Avenue, Oakland, California. Represent one of the world's largest international container transportation, logistics, and terminal companies with respect to their United States commercial office leasing portfolio. Represented prominent private and public Northern California health care providers with respect to a variety of real estate purchase and sale and leasing transactions, including $50 million acquisition of hospital facilities as well as medical office building acquisition, leasing, and development projects. Represented a data center operator in $71.6 million acquisition of data center properties in Santa Clara County. Represented a special district in successfully addressing issues raised in contentious service review and audit by Local Agency Formation Commission. Serve as legal counsel to a master developer with respect to real estate transactional issues related to redevelopment of 11,000- acre mixed-use project, including single and multi-family housing projects. Represent both municipalities and developers in connection with structuring and implementing commercial transactions where projected sales tax revenues are used to offset project costs. Counsel developers and telecommunications providers with respect to broad range of development, permitting, and siting issues for wireless communications facilities. Lead transactional attorney for private and publicly traded developer clients with respect to hundreds of millions of dollars in acquisitions and dispositions of various mixed-use residential and commercial development projects throughout Northern and Central California. Projects typically involve thousands of residential dwelling units, together with a variety of retail, health care, education, employment center, community service, and public facilities, in addition to golf courses, recreational, and other uses. Coordinated the legal efforts and facilitated discussions among policy makers and industry leaders to implement HUD's LIHTC Pilot Program on behalf of the Los Angeles multi-family Hub. Served as lead counsel to develop and implement the $2.25 billion Tax Credit Assistance Program.

5 5/33 Directed all legal matters involving the management and disposition of HUD's portfolio of single family assets in eight states and three U.S. territories, including: loan origination, condominium approvals, loan quality assurance, asset management, oversight of outside counsel, and resolving title disputes. Structured, negotiated, documented, and closed the financing of a $160 million transit-oriented mixed-used project involving public and private financing, federal loan guarantees, new market tax credits, and multiple ground and air rights leases. Negotiated, documented, and closed the financing of a $190 million historic redevelopment of a blighted property involving substantial rehabilitation and new construction using FHA mortgage insurance and national historic tax credits. Managed the negotiation and closing for the multi-institution financing of a $35 million residential development using a mix of public and private secured loans, tax credit, and new issue bonds. Documented and closed a $25 million portfolio of Section 108 loan guarantees for commercial development projects by state and local governments. Managed the negotiation, documentation, and closing of mortgage financing for a $27 million portfolio of four Healthcare Facility, involving a multi-tiered operating lease structure and a $3 million secured revolving-credit loan. Represented HUD and a mortgage lender in the negotiation and documentation of a $9 million revolving-credit facility secured by 18 Healthcare Facility. Cupertino, CA. Drafted and negotiated a lease with a major computer company for approximately 380,000 rentable square feet of space at Results Way Corporate Park in Cupertino, California. Pasadena, CA. Drafted and negotiated a restaurant lease for approximately 10,000 square feet of rentable space with a national restaurant chain. The process took almost two years and often involved contentious lease negotiations. Hess Winery. Negotiated and drafted the ground lease for this winery with the Christian Brothers that included rights to continued use of the land by the Christian Brothers for retreats. Concar Offices: Negotiated and drafted (for over a year) a ground lease for development of a 200,000 square foot office project in the City of San Mateo. The ground lease incorporated joint venture-type provisions that enabled the landowner to keep its land while giving our developer client the joint venture rewards it expected.

6 6/33 Rancho Encantado. Completed the ground-up development of the Encantado Resort in Santa Fe, New Mexico, which opened in Worked on all aspects of this project: the formation of the ownership entities and negotiation and preparation of operating agreements among different owner groups one of which contributed the land; the construction and permanent financing; the drafting and negotiation of construction, architecture, and other design professional contracts; the negotiation of the Resort Management Agreement with Auberge Resorts and later with Four Seasons; and the later workout negotiations and documentation with the lender and several of the owner groups. Amangiri Resort. Completed the ground-up development of the Amangiri Resort in southern Utah near, Arizona, which opened in Worked on all aspects of this project: the formation of the ownership entity; the equity raise to bring in new members; the construction and permanent financing; the drafting and negotiation of construction, architecture, and other design professional contracts; the negotiation of the Resort Management Agreement with Amanresorts; the drafting of the CC&R's, Rules & Regulations, and purchase documents for the luxury villa products; and the later workout negotiations and documentation with the lender. Tamarack Resort. This was a brand new year-round ski resort located an hour north of Boise, Idaho. Handled the take over of ownership from the prior developer, including the squeezedown of their ownership interests and restructuring of the ownership agreement to take control. This work also included capital raising efforts, negotiation of a ground lease with the State of Idaho, resolution of entitlements issues, executive compensation, negotiation and structuring of strategic joint ventures, $250 million financing, numerous other development efforts and advice, and finally advice on how to restructure debt and equity stacks and raise new funds to avoid bankruptcy. St. Kitts Resort. This project was for the development of a new town on the island of St. Kitts that was to include four luxury resorts (including an Auberge Resorts and a Mandarin Oriental), a mega-yacht marina, residential units and all the related resort amenities and required infrastructure. Negotiated and drafted (i) a Development Agreement with the Government of St. Kitts that provided a broad range of tax relief measures and development benefits, (ii) the Joint Venture Agreement between our developer client and its finance partner, (iii) the Purchase Agreements with a variety of foreign owners to aggregate the 2,010 acres of land for the resort project, and (iv) the CC&R's, reciprocal easements and many other development, marketing and sale documents. Provided the client with strategic advice on many development and joint venture issues. Le Melezin. Negotiated the purchase agreement and financing documents for the acquisition of Le Melezin in Courchevel 1850 in the French Alps and the amendment of the existing Hotel Management Agreement with Amanresorts. Fiji Islands Resort. Negotiated the purchase agreement and financing documents for the acquisition of the Jean-Michel Cousteau Fiji Islands Resort in Fiji and negotiated and drafted the Resort Management Agreement with Passport Resorts and later negotiated and drafted the buyout agreement with Passport Resorts.

7 7/33 Holiday Inn at Fisherman's Wharf. Negotiated the purchase agreement for the acquisition of a ground lease for the Holiday Inn at Fisherman's Wharf in San Francisco, California and also drafted the ownership entity's operating agreement and the subscription agreement and related documents to raise the required equity. 400 Post St. Provided strategic advice to the owners on the development of this project at Union Square in San Francisco, which included drafting and negotiating the acquisition contracts, the joint venture agreement and later buy-out of one of the founding partners, and the anchor retail lease with Borders Books and the restaurant lease with Morton's. Oracle Campus. Negotiated and drafted the acquisition agreement for this 65 acre campus, which was the former Marine World site, and the Development Agreement for the Oracle improvements with Redwood City. Opportunity Funds. Provided strategic, partnership, and securities advice on this client's participation as one of the general partners of three opportunity funds that raised over $1 billion and that were formed to develop and acquire multi-family properties throughout the western states. Negotiated and revised the subscription agreement, partnership and operating agreements, and private placement memorandum with the lead general partner's counsel. Frog's Leap Winery. Negotiated the buy-out of one of the founding partners, which was much like a divorce settlement, and the private equity raise required to fund that purchase. A few years later, did this all again with another founding partner. Generally handled all corporate, financing, and other operational and real estate matters for the winery. California Street. Handled the acquisition of this office building in the financial district of San Francisco, CA, which required a series of coordinated transactions starting with the formation of a joint venture to provide the required funding, acquisition of the senior mezzanine debt, formation of another joint venture with one of the parent entities of the property owner, and concluding with the collapse of the ownership and debt structure so that our client controlled the property. Offered strategic advice throughout all the steps in this transaction, negotiated and drafted both joint venture agreements, led the team that closed the debt acquisition, and provided critical tax advice. Foundry Square. This is a state of the art, four-building project in San Francisco. Worked on virtually every aspect of this project: the formation of the ownership entities; the conceptualization and negotiation of complex purchase, joint venture, ground lease, and operating agreements in connection with the acquisition of the underlying land; and the drafting and negotiation of construction, architecture, and other design professional contracts. Represented a comingled investment fund in the acquisition and financing of a $50 million portfolio of office buildings in Santa Clara County, California. Represented a comingled investment fund in the sale of a $160 million office building in Denver, Colorado.

8 8/33 Represented a comingled investment fund in the negotiation of a joint venture with an operating company in relation to the acquisition and ownership of a $50 million portfolio of West Coast retail, industrial, and residential properties, and negotiated related property management agreements. Represented an operating company in the negotiation of a joint venture with a comingled investment fund in relation to the acquisition and ownership of a $110 million portfolio of apartment buildings in San Francisco, California, and negotiated related asset management agreements. Represented a developer in the negotiation of a joint venture with a preferred equity investor in relation to the development and ownership of a 100,000 square foot office building in Santa Clara County, California, and negotiated related development management, asset management, and property management agreements. Represented a comingled investment fund in the negotiation of a joint venture with an operating company and another comingled fund in relation to the acquisition and ownership of a $122 million office building in Denver, Colorado, and negotiated a related asset management agreement. Represented a comingled investment fund in the negotiation of a joint venture with a developer for the development of a 400,000 square foot industrial complex in Pomona, California. Represented a publicly traded real estate investment trust in obtaining a $120 million loan secured by a portfolio of office/laboratory buildings in California, Virginia, and Washington. Represented a publicly traded real estate investment trust in the assumption of a $21 million loan secured by a medical office building in Phoenix, Arizona. Represented a comingled investment fund in obtaining a $185 million loan secured by a luxury hotel in Southern California. Represented the borrower in the deed in lieu of foreclosure conveyance of a high-rise condominium project in Los Angeles, California, secured by a $130 million loan. Represented a comingled investment fund in the restructure of a $45 million real estate secured loan involving the write down of loan principal, the investment of additional capital by the borrower, and the grant of a contingent backend interest to the lender. Represented the non-profit managing general partner in over a dozen new joint venture lowand mixed-income development projects in California over a one year span.

9 9/33 Represented the developer in the financing and construction of an affordable housing project in Hawaii, involving multiple layers of debt and equity, including tax exempt multi-family housing bonds, low-income housing tax credits, United States Department of Agriculture Rural Development loan funds, HOME loan funds, Hawaii Community Reinvestment Corporation loan funds, a Rental Housing Trust Fund loan from the Hawaii Housing Development and Finance Corporation, and Department of Housing and Urban Development loan funds. Represented the borrower in the simultaneous refinancing with Fannie Mac of 11 affordable housing projects in various regions of California. Represented the developer in the financing of a three-property scattered site affordable housing project in New Mexico, involving tax exempt multi-family housing bonds, low-income housing tax credits, and United States Department of Agriculture Rural Development loan funds. Raymond Renaissance, Pasadena. Negotiated and closed the complex acquisition of the Raymond Renaissance, a high profile, distressed adaptive re-use condominium project in Pasadena, California, then in receivership. Affordable Housing Condominium Projects. Provided planning/risk management counsel, constituent documents, and regulatory assistance to major non-profit builder for the development of affordable housing condominium projects in San Francisco and Oakland, including housing developments at Mission Walk (Berry Street) and 3rd & Armstrong in San Francisco and Mandela Parkway in Oakland. Capitol Station, Sacramento. Provided key legal assistance for the pension fund lender in connection with the ongoing structured finance of the infrastructure of this high profile, privately and publicly financed redevelopment of a key district of Sacramento, including negotiation of loan amendments, intercreditor provisions in public grant documents, and sale of key affordable housing components. 221 Warren Avenue. Represented a respected real estate owner/investor in eminent domain negotiations with the City of Fremont relating to the re-grading of Warren Avenue for a new rail underpass, resulting in a favorable pre-litigation settlement for the owner, where others similarly situated invested hundreds of thousands of dollars in litigation costs for the same result. Rancho Mirage Professional Center. Represented a large pension fund in purchase of medical centers in Rancho Mirage, Huntington Beach, and Los Angeles County. Hunters Point Naval Shipyard. Prepared governing documents for the seminal phase of the massive Hunters Point Naval Shipyard master planned community. Discovery Bay. Planned and prepared governing documents for master planned communities such as the Discovery Bay, Discovery Bay West, Lakeshore, and Lakes communities in Byron, California.

10 10/33 Cedar Gateway, San Diego. Represented the private developer in the preparation of easement agreements and CC&R's for this public/private mixed-use podium development, including both city and privately owned vertical subdivision interests. Santa Clara County Fairgrounds Redevelopment. Represented a major public/private housing authority in preparing CC&R's and joint development agreements for development of new affordable and for-profit housing within the former Santa Clara County Fairgrounds. Sheraton Palace Hotel. Represented international hotel owner in retail leasing matters for the hotel, including comprehensive lease workouts and renegotiations in the course of the major renovation of the historic hotel. Bridgeport and Crossings at Eden Shores. Represented a national builder in the preparation and negotiation of all management and constituent documents, shepherding the DRE public report process, and negotiating affordable housing agreements with the City of Hayward for this multi-phased, mixed planned development and condominium project. CityPlace, San Francisco. Successfully negotiated the joint venture, and later the financial workout, for the mid-market Street development known as CityPlace, San Francisco. One Montgomery Street. Formed and represented a multi-national joint venture in the acquisition and later disposition of this historic San Francisco office building and original San Francisco headquarters of Wells Fargo Bank. San Mateo Police Site Redevelopment. Represented MidPen Housing Corp., a non-profit affordable housing builder, in structuring and negotiating the terms of a joint development and use agreement for a podium apartment project in San Mateo, California. Represented the developer of the required affordable housing component of a large masterplanned community in connection with the acquisition and financing of that property, which representation included advice regarding utilization of master planned community facilities fee credits in a low-income housing tax credit financed deal. Represented the developer in the financing of a five-property scattered site affordable housing project, involving tax exempt multi-family housing bonds, low-income housing tax credits, United States Department of Agriculture Rural Development loan funds, and Tax Credit Assistance Program grant funds under the American Recovery and Reinvestment Act of 2009, in a first-ofits-kind financing transaction in New Mexico. Represented the developer of a hotel project in a unique construction financing transaction involving a loan of proceeds from the sale of tax-exempt Recovery Zone Facility Bonds authorized by the American Recovery and Reinvestment Act of Represented two San Francisco Bay Area nonprofit schools in tax-exempt bond loans for the construction of new school campus facilities.

11 11/33 Represented the borrower in a loan transaction secured by a pledge of equity interests in a handful of entities that indirectly owned controlling partnership interests in a portfolio of dozens of existing, fully-financed, and operating low-income restricted apartment communities. Negotiated a global settlement between an equity investor and one of its developer partners pursuant to which the developer partner agreed to withdraw from a portfolio of low-income restricted project-owning partnerships. Advised an equity provider in connection with its acquisition of a high profile, partially constructed tax exempt bond-financed mixed-use project with an affordable housing component through a multi-stage acquisition of the ownership interest in the project-owning entity, which acquisition included (i) assumption of existing construction and conversion to permanent financing, and (ii) structuring a low-income unit master lease arrangement to facilitate low-income housing tax credit delivery and utilization. Represented resort operator in $63 million acquisition of a ski resort in Lake Tahoe. Represented investor in $57 million acquisition and financing of a portfolio of 17 multi-family apartment buildings in San Francisco. Represented a regional landlord in the single-tenant lease of a 486,000 square foot industrial building in Irwindale, California. Represented a regional landlord in the lease of a 105,000 square foot cold-storage industrial facility in Salt Lake City, Utah. Represented a regional landlord in the lease of a 240,000 square foot single-tenant industrial building in Ontario, California. Represented a regional landlord in the lease of approximately 200,000 square feet of headquarters office space in Irvine, California. Represented a national, institutional landlord in the lease of 65,000 square feet of headquarters office space in San Diego, California. Represented a regional landlord in the lease of a 132,000 square foot single-tenant office building in Irvine, California. Represented a regional landlord in the lease of a 137,000 square foot single-tenant office building in Phoenix, Arizona. Represented a regional landlord in the lease of an 82,000 square foot low-rise office space in Irvine, California. Represented a regional landlord in the lease of a 120,000 regional headquarters office space in Irvine, California.

12 12/33 Represented a regional landlord in the lease of a 31,000 square foot single-tenant low-rise office building and lease of a 16,000 square foot space in an adjacent multi-tenant office building in Denver, Colorado. Represented a national, institutional landlord in the lease of a 11,500 square foot law firm office space in a downtown Los Angeles high-rise. Represented a regional landlord in the lease of a 55,000 square foot office and industrial mixed-use space in Seattle, Washington. Represented a major Southern California retail developer in connection with over 750,000 square feet of retail leasing in the Western United States. Continue to represent the developer in connection with all of it leasing transactions. Represented the developer in connection with the acquisition of 55 acres of land in Northern California. Represented the same developer in connection with the sale of a portion of the land to Target (which involved the negotiation of a Purchase Agreement, Reciprocal Easement Agreement and Development Agreement, and the sale of a portion of the land to a multi-family developer (which also involved the negotiation of an Agreement of Covenants, Conditions and Restrictions and Grants of Easements)). Represented the developer in connection with the approximately $100 million acquisition of an existing shopping center in Oregon containing approximately 660 thousand square feet of retail space. Represented the developer in connection with the approximately $90 million acquisition of land aggregating approximately 62 acres in Mira Mesa, California, which was developed as a shopping center. Involvement also included representation in connection with acquisition of mitigation properties and negotiation and preparation of City reimbursement agreements relating to infrastructure improvements. Prior to (and following) closing, representation included negotiating leases and parcel sales for the shopping center on behalf of the landowner, including leases and sales with national and regional retailers such as The Home Depot, Edward's Cinema's, Albertson's, and Ross Dress For Less. Represented the developer in connection with the acquisition of raw land in Northern California for approximately $80 million and the subsequent development and leasing of the what is now an approximately 500,000 square foot Target-anchored shopping center. Represented the developer in connection with the disposition of a 50% interest in a major regional mall in Southern California and the negotiation of a related joint venture and property management agreement. Represented office developers and office tenants in the leasing of over 500,000 square feet of office space.

13 13/33 Represented a major Southern California retail developer in connection with over 500,000 square feet of retail leasing in the Inland Empire. Continue to represent the developer in connection numerous of its leasing transactions. Represents the developer in connection with the leasing of a 500,000 square foot Targetanchored shopping center in Northern California. Represented a major Southern California retail developer in connection with the acquisition and disposition of retail developments in California valued at $500 million. Continue to represent the developer in connection with a substantial number of its acquisitions and dispositions. Represented the developer in connection with the approximately $100 million disposition of a retail project in Northern California. Represented the developer in connection with all documents required in connection with the development of a Target/Lowe's-anchored shopping center in Southern California. Represented the developer in connection with the approximately $50 million disposition of a retail/commercial project in Northern California. Represented the developer in connection with the approximately $10 million disposition of a master ground leased retail/commercial project in Northern California. Represented the developer in connection with the approximately $9 million acquisition of land for the construction of an office building and multi-family housing units in Northern California. Represented the developer in connection with the acquisition of an existing lifestyle shopping center in Northern California containing approximately 100,000 square feet of retail space. Also assisted in the subsequent leasing of the shopping center. Represented the developer in connection with the sale and acquisition of numerous unimproved properties in the Central Valley of California for the development of approximately 10 shopping centers. Assisting in the development and leasing of all of the shopping centers. Represent a significant Southern California landowner and developer of major lifestyle and neighborhood shopping centers in Orange County, California. Representation has included negotiation of numerous major tenant leases, including 24 Hour Fitness, Chick's Sporting Goods, PGA Tour Superstore, and many lifestyle tenants. Represented the owner of an enclosed regional mall in Southern California containing approximately 1.5 million square feet of floor area. During the time of such representation (approximately 10 years), negotiated all leases and similar transactions relating to this mall. Such representation involved negotiating leases with virtually every national and regional mall and entertainment/lifestyle center tenant.

14 14/33 Represented the owner/manager of an enclosed regional mall in Southern California containing approximately 1.2 million square feet of floor area. During the time of such representation, negotiated all leases and similar transactions relating to this mall. Represented various developers in connection with major tenant leases and parcel sales (which included reciprocal easement agreements, site development agreements and other related ancillary agreements), including multiple transactions with national and regional discount and other department stores (such as Target, Wal-Mart, Kohl's, JC Penney, and Old Navy), supermarkets (such as Whole Foods, Safeway, and Von's), home improvement superstores (such as Home Depot and Lowe's), home furnishings stores (such as Bed, Bath & Beyond), physical fitness operators (such as 24 Hour Fitness and LA Fitness), sporting goods stores (such as The Sports Authority), and motion picture theatres (such as Regal and Lowe's). Represented the purchaser of an assemblage of parcels aggregating approximately 22 acres in San Jose, California, which was developed as a shopping center. Prior to (and following) closing, representation included negotiating leases and parcel sales for the shopping center on behalf of the landowner, including leases and sales with national retailers such as Target, Lowe's, Bed, Bath & Beyond, Staples, Old Navy, Cost Plus, PetSmart, Marshalls, Michaels, and Office Depot. Represented the purchaser of a regional mall in Whittier, California, which was redeveloped as an open air shopping center. Representation included negotiating of an Operation and Easement Agreement with Target, Sears, JC Penney, Mervyn's, and the developer and the negotiation of numerous leases with national and regional operators. Subsequently represented this client in connection with its disposition of the shopping center. Have actively represented for over 18 years a major Southern California private REIT in connection with nearly all of its new retail development in Northern and Central California, as well as in other Western States, such as Oregon, Nevada, and Arizona. This has involved representing this client in connection with the acquisition and/or development of approximately shopping centers in the Northern and Central Valley regions of California, totaling over 15 million square feet. Many of these projects contain major tenants such as Target, Wal Mart, Kohl's, and Home Depot. This representation has also included lease and sale transactions (which regularly involved complicated reciprocal easements, development agreements, and other ancillary agreement documents), as well as leasing for most all other tenants, including shop tenants. Represented a developer/borrower in connection with $150 million acquisition and development loan for multi-phase industrial condominium project. Represented a developer/owner in connection with the leasing and redevelopment of Triangle Square retail/entertainment center in Costa Mesa, California. Represented a developer in the development of mixed-use apartment/retail project, including negotiation of French 75 lease as anchor tenant.

15 15/33 Represented a developer/owner in connection with leasing and development of Pacific City, a high-end mixed-use project consisting of a W-Hotel Resort & Spa, high-end retail, office, condo-hotel, and multi-family residential components being constructed on Pacific Coast Highway in Huntington Beach. Represented a developer in connection with the negotiation and documentation of one of largest land acquisitions in Southern California (according to Costar Realty Information), including representation in connection with acquisition, end user option and leaseback, financing, and joint venture/equity aspects of the transaction. Represented a developer in connection with the negotiation and documentation of the largest ground lease transaction in U.S. history at the time (according to Wall Street Journal and Greenstreet), including representation in connection with ground lease, acquisition, financing, and joint venture/equity aspects of transaction. Represented a borrower in connection with negotiation and documentation of joint venture/debt transaction involving numerous properties in multiple states, as well as new $200 million unsecured credit facility and restructuring of existing $500 million secured credit facility. Represented a developer in connection with acquisition and construction financing for industrial projects in Tijuana, Mexico, the first development project and financing of a non-us. asset for both client and lender. Represented a developer in connection with negotiation and documentation of unique secured credit-facility involving multiple investment fund joint venture partners and mezzanine financing components. Represented a borrower in connection with bifurcated $500 million credit facility. Represented a developer in connection with $500 million revolving credit facility. Represented a developer/owner in connection with $250 million municipal bond/letter of credit financial restructuring and redevelopment of 500 unit affordable housing project. Represented a buyer/borrower in connection with acquisition and financing of large industrial project, which financing involved five separate secured and mezzanine loans which were secured by three separate properties located in different states. Represented a borrower in connection with $500 million secured line of credit facility and $300 million unsecured credit facility for acquisition of multiple properties in numerous states, as well as several large off balance sheet and letter of credit based financing transactions. Represented a developer in connection with the acquisition and development of multi-phase industrial project, including negotiation of all acquisition, financing, and joint venture/equity documents where entire transaction was required to be completed in a 14-day period.

16 16/33 Represented a major private residential developer in connection with the acquisition of land from a California redevelopment agency and subsequent disposition to a merchant builder and big box retailer. Represented a major public residential developer with its acquisition of assets from private residential developers in Texas, Georgia, Illinois, North Carolina, and South Carolina. Acted as outside counsel, on a pro bono basis, to a government not-for-profit entity in its financing of low-income housing projects and landlord rental subsidy program. Represented a regional landlord in connection with office, retail and industrial projects in Northern and Southern California and Seattle. Represented a national landlord in connection with office projects and buildings located in Chicago, Boston, New York City, and Southfield, Michigan. Represented a group of private investors in the acquisition of a portfolio consisting of three hospitals and ancillary healthcare-related assets in Southern California. Represented a healthcare REIT in the acquisition of a $196 million portfolio of nine medical office buildings in New York, Florida, and Massachusetts. The transaction also included seven separate loan assumptions totaling more than $100 million. Represented a healthcare REIT in the acquisition of a $161 million portfolio of sixteen medical office buildings located in South Carolina. Represented a healthcare REIT in the acquisition of a majority interest in a partnership that owns a medical office building located in Houston. The transaction was structured so that the seller group (consisting of more than 20 physicians) was provided the right to remain in the partnership that owns the building, receive limited partnership units in the REIT's operating partnership ("UPREIT" structure), and/or receive cash. Represented a public REIT in obtaining a $200 million unsecured credit facility. Represented a public company in the sale of a 92 unit adaptive reuse shelf condo project located in Los Angeles. Advised a pension plan in the disposition of several assets in the restructuring of a $500 million fund. Negotiated and structured a $500 million joint venture between a public pension plan and an advisor to acquire single-family residences at foreclosure sales nationally. Counsel to an insurance company in the formation, development, and sale of a $50 million industrial project in Southern California. Represented two public pension plans in restructuring a $1 billion opportunistic fund.

17 17/33 Represented several public pension plans investing more than $1 billion in opportunistic funds focused on debt instruments, distressed real estate, core real estate, and other real estate assets. Represented a public pension plan in acquiring and financing a $125 million multi-family asset in Northern California. Represented a large fund in acquiring and financing more than $250 million in multi-family acquisitions throughout Southern California. Represented a healthcare REIT in connection with the acquisition of a three property portfolio of medical office buildings located in Phoenix, Arizona for an aggregate purchase price of $36 million, and negotiation of related acquisition financing and loan assumption. Represented a healthcare REIT in connection with the acquisition of a ten property portfolio of medical office buildings located in New York, Massachusetts, and Florida for an aggregate purchase price of $187 million, and negotiation of related acquisition financing and loan assumption. Represented a REIT in connection with a $10 million term loan secured by borrower's ground lease interest located in Long Beach, California. Represented a REIT in connection with a $35 million term loan secured by property located in Burbank, California. Represented a preferred equity investor in connection with a joint venture to acquire and renovate hotels located in Kansas City, Missouri and San Antonio, Texas. Represented a healthcare REIT in connection with a joint venture to acquire and operate a rehabilitation hospital located in Chesterfield, Missouri. Negotiated numerous commercial lease agreements for one of California's largest privately held real estate investment company and master planner for their portfolio of high-end shopping centers in Southern California. Represented a Fortune 500 company's expanding network of communication sites, retail stores, and offices in California and other Western states. Development projects ranged from a 39 lot single-family subdivision in San Bernardino to a 1,000+ single family and condominium resort development along the Colorado River. Fund of funds formation and representation of the placement of investments. Domestic and international joint venture agreements for core, value added and opportunistic real estate investments focusing on office, multi-family, hospitality, and distressed debt. Negotiated separate managed accounts for co-investment opportunities side by side with a publicly listed real estate/private equity platform.

18 18/33 Infrastructure investments with international infrastructure contractors and investment companies. Represented equity (and loan) providers in connection with various single family home development projects in and outside of California. Representation in over 1,000 affordable housing transactions as primary or principal counsel. Represented a leading affordable housing developer in portfolio acquisition of GP Interests in 78 projects from national public company. Represented a national real estate sponsor in the syndication and development of multi-family affordable housing projects valued in excess of $350 million. Represented California's second largest independent mortgage lender in its public syndication activities with investor equity of approximately $200 million. Representation in hundreds of bond financings valued in the many billions of dollars. Representation in some of California's most notable Historic Tax Credit developments, including the Napa Valley Opera House; Oakland's historic landmark, The Rotunda Building; and the historic renovation of the original Bank of America building. Represented a healthcare REIT in the acquisition of a portfolio consisting of sixteen medical office buildings and Healthcare Facility located in South Carolina on fee simple and ground lease properties for an aggregate purchase price of $161 million and negotiation of related ground leases. Represented a healthcare REIT in the acquisition of a portfolio consisting of five medical office buildings located in New York, Florida, Arizona, Missouri, and Nevada on ground lease properties for an aggregate purchase price of $36 million and negotiation of a loan assumption. Represented a healthcare REIT in the acquisition of a portfolio consisting of seventeen medical office buildings and Healthcare Facility located on ground lease properties in Arizona for an aggregate purchase price of $107 million and negotiation of a loan assumption. Represented a REIT in the acquisition of a $55 million office building in Pennsylvania. Represented a borrower in obtaining a $200 million unsecured revolving credit facility and an amendment increasing the value of the facility to $575 million. Represented a borrower in obtaining a $125 million term loan secured by seventeen properties in Arizona, California, Colorado, Florida, Georgia, Indiana, Kansas, Missouri, New Hampshire, Ohio, Pennsylvania, and Texas. Represented a borrower in obtaining a $540 million loan secured by mixed-use residential and commercial properties in Nevada.

19 19/33 Represented a borrower in obtaining a $200 million unsecured revolving credit facility. Represented a developer of medical office condominium complex in connection with structuring and documentation of commercial condominiums for individual buildings within medical office campus. Represented a developer/buyer in connection with acquisition and development of medical office facilities, real estate and equipment leasing for medical offices, drafting and negotiation of medical supervision contracts, and consultation with owner regarding franchising issues. Represented a national lending companies in connection with negotiation and documentation of acquisition and development, inventory and receivables financings for vacation ownership projects located within the Untied States, Mexico, and the Bahamas. Represented the owner of mid-rise downtown San Francisco hotel in connection with structuring and documentation of conversion of a hotel to condominium ownership, and refinancing of first trust deed financing on project. Represented a hotel management company in connection with negotiation and drafting of hotel operating agreements for multiple hotel properties located in California, Cabo San Lucas, Punta Mita, and the Riviera Maya in Mexico. Negotiation and drafting of pre-opening services agreements. Represented developers in connection with the structuring and documentation of a mixed-use destination resort project in Redmond, Oregon and Napa, California. Creation of master development and sub-development documents for hotel, condominium hotel, residential, timeshare, fractional ownership, and equestrian and golf amenities. Represented a branded hotel company in connection with due diligence for acquisition of Huntington Hotel in Pasadena, California. Represented a developer of hotels in Henderson, Nevada, in connection with negotiation and documentation of license agreements for branding of hotels with national chain. Represented developer in connection with negotiation and documentation of hotel management agreements with national hotel operating company. Represented a developer in connection with the structuring and documentation of a mixed-use destination resort project near Pacific Harbour, Viti Levu, Fiji. Represented a national hotel company in connection with the legal due diligence for acquisition through foreclosure of hotel in Anaheim, California. Represented a hotel development company in connection with development of a mixed-use hotel in Anaheim, California as a commercial condominium allowing for separate ownership of hotel and retail components.