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High Yield Commercial Real Estate Finance

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					Dechert’s
Finance and
Real Estate Practice
Real estate Finance
Commercial Real Estate                     Creating innovative strategies for
                                           market makers
Loan Workouts
Mortgage and Mezzanine Lending
Participations, B-Notes
and High-Yield Debt
Syndicated Loans
                                             Dechert’s Finance and Real Estate          organizations and make important
Equity Financing
                                             Group is experienced in all aspects        contributions to industry practices.
Portfolio Loan Sales
                                             of real estate finance, structured         For instance, Dechert lawyers
stRuctuRed Finance and                       finance and securitization, invest-        collaborated to draft the industry
secuRitization                               ment, acquisition, leasing, and            standard “CMSA Form of Mezzanine
CLOs/CDOs                                    development. With more than 100            Intercreditor Agreement” and, more
Mortgage-Backed Securitization               lawyers and other professionals in         recently, the MBA’s “Model Whole
Asset-Backed Securitization                  offices across the United States and       Loan Sale and Servicing Agreement.”
Warehouse Financing
                                             Europe, our Group is the choice of         We offer valuable insights into
Structured Financing
                                             many market makers for innovative          industry issues that give our clients
Derivatives and Swaps
                                             structures, creative strategies, and       a competitive advantage—both now
                                             complex transactions.                      and in the future.
loan administRation
                                             The Group operates as a
Loan Servicing Issues
                                             “geographically transparent”               Commercial Real Estate
Loan Workouts/Modifications/Bankruptcies
                                             practice. International breadth            Finance
Mortgage and Mezzanine Loan Enforcement
                                             means that we can handle cross-            Dechert is recognized as a leading
Purchase/Sale of Subordinate Debt
                                             border transactions as easily as           firm in the area of commercial real
investment                                   U.S. domestic transactions. As a           estate finance. One of our core
Investment Funds                             result, we are able to deploy our full     practices, both in the U.S. and
Joint Ventures                               resources effectively and efficiently      UK/European markets, involves
Limited Partnerships, Limited Liability      to achieve our clients’ business           the purchase and sale of all types
Companies, and other Investment Vehicles     objectives around the world.               of commercial real estate debt
Equity Investments                                                                      products, including whole mortgage
REITs
                                             Our finance and real estate
                                             lawyers work closely with our tax,         loans; senior, subordinate, and pari
                                             securities, ERISA, environmental,          passu notes; senior, subordinate,
               ,
owneRship development, and
                                             and business reorganization and            and pari passu participations;
constRuction
                                             restructuring lawyers to provide           mezzanine loans (including senior/
Site Acquisition
                                             clients with full service on all aspects   subordinate mezzanine notes
Development Financing
                                             of a transaction. This breadth,            and participations), preferred
Construction Lending
                                             coupled with our proven ability to         equity, programmatic co-lending
Building Contracts
                                             manage large, multi-jurisdictional         arrangements, syndicated loans,
Leasing
                                             transactions (including the local          and below investment grade CMBS
lease Finance                                counsel component), makes us a             bonds (“B-pieces”).
Infrastructure Finance                       powerful choice on transactions            Our lawyers handle not only the
Sale/Leasebacks                              requiring sophisticated, top-flight        purchase and sale of commercial
Credit Tenant Leasing                        experience.                                real estate debt products but also
Synthetic Leasing
                                             Our lawyers are widely recognized          the origination of the commercial
Net Leasing                                                                             real estate loans that occurs prior to
Equipment Leasing                            by the industry as being among
                                             the best in the field. Many play           purchase/sale as well as in the full
                                             significant roles within industry




Attorney Advertising
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DEChERT LLP | FInAnCE AnD REAL ESTATE PRACTICE




   Recognition for the Finance and               life cycle of commercial real          •	 cash	management	issues
   Real estate Group                             estate loans after origination.
                                                                                        •	 transactions	involving	“Propco/
                                                 Our Group is experienced with             Opco” borrower structures
   •	[The]	real	estate	and	finance	group	has	
                                                 all aspects of disposition of
     “unbelievable skills at handling complex                                           •	 review	of 	complex	leases	and	
                                                 commercial real estate loans,
     financial structuring”                                                                negotiation of SnDAs with large
                                                 including CMBS, and the related
     Chambers Usa, 2009                          rating agency criteria. In addition       tenants
                                                 to loan splitting and loan portfolio   •	 review	of 	hotel	management	
   •	A	great	choice	for	the	largest,	most	       sales and purchases, Dechert is a         and franchise agreements and
     complex and fast-moving transactions        leading firm for loan origination,        negotiation of comfort letters
     Chambers Usa, 2009                          rating agency representation,
                                                 servicing, tax, and derivatives.       •	 review	of 	environmental	
                                                 Few firms, if any, maintain top           issues arising with respect to
   •	The	“focus	on	collateralized	loan	
                                                 practices in all of these areas as        mortgaged properties
     obligation (CLO) corporate credit, in
     which the group’s expertise in the          they relate to commercial real
     middle-market is noteworthy”                estate finance.                        Servicing of Distressed
                                                                                        Loans
     The LegaL 500, 2009
                                                 Commercial Mortgage Loan               The Group has substantial
                                                 Servicing                              experience in the workout and
   •	The	team’s	excellent	reputation	has	also	
     secured it a wealth of instructions from    The representation of CMBS             enforcement of defaulted real
     international clients                       master, primary, and special           estate loans, including distressed
                                                 servicers of securitized loans         CMBS loans. We have represented
     Chambers Usa, 2009
                                                 and the holders and servicers          financial institutions in workout
                                                 of portfolio loans forms a             and restructuring transactions
   •	Widely	recognized	as	an	authority	on	
                                                 substantial part of the Group’s        worth billions of dollars, including
     structured finance and securitization
                                                 practice. We have extensive            loan modifications, workouts,
     Chambers Usa, 2009
                                                 experience representing the            restructurings, bankruptcies, and
                                                 owners and servicers of                enforcement proceedings.
                                                 commercial mortgage loans
                                                                                        We regularly represent the owners
                                                 across a broad range of
                                                                                        and servicers of distressed loans.
                                                 transactions, including:
                                                                                        Our lawyers:
                                                 •	 loan	modifications	and	
                                                                                        •	 commence	enforcement	
                                                    extensions
                                                                                           proceedings, such as
                                                 •	 assumptions	and	borrower	              foreclosure actions and suits on
                                                    equity transfers                       guarantees

                                                 •	 collateral	releases	and	            •	 participate	in	bankruptcy	
                                                    substitutions                          proceedings of borrowers and
                                                                                           significant tenants
                                                 •	 defeasances	and	prepayments
                                                                                        •	 identify	and	address	potential	
                                                 •	 mezzanine	financing	requests           intercreditor issues
                                                 •	 modification	of 	intercreditor	     •	 defend	litigation	commenced	
                                                    agreements                             against lenders and loan
                                                 •	 “qualified	institutional	lender”	      servicers, including lender
                                                    exception requests                     liability and insurance proceeds
                                                                                           interpleader actions
                                                 •	 casualty	and	condemnation	
                                                    issues                              •	 conduct	negotiations	with	
                                                                                           borrowers, including the
  drafting and negotiation of          effective structuring and efficient    Structured Finance and
  pre-workout letters, forbearance     transactional work.                    Securitization
  agreements, distressed loan
  assumptions, and modification        The investment vehicles on which       With one of the preeminent
  agreements                           we advise include limited liability    securitization practices in the
                                       companies, limited partnerships,       United States (as recognized
•	 advise	clients	with	respect	to	     offshore trusts, and joint ventures.   by Chambers USA and The
   strategy, preparing default and     We work closely with clients           Legal 500), Dechert has been
   acceleration letters, conducting    to identify and develop the            a central player in innumerable
   litigation, and supervising local   optimum borrowing structures           high visibility transactions. Our
   counsel                             and to resolve all relevant legal,     work spans multi-jurisdictional
                                       regulatory, and tax issues early on.   mortgage- and asset-backed
•	 assist	hedge	funds	and	other	
                                                                              securitization, collateralized debt
   investment vehicles in the
                                       We handle leasing matters              and loan obligations in public and
   workout of their structured
                                       for retailers and office and           private transactions.
   investment holdings
                                       industrial tenants. Our team is
                                                                              Our securitization team, based
                                       highly regarded for its services
Real Estate Fund Formation             to the owners and occupiers of
                                                                              in major financial centers in the
                                                                              United States and Europe, is a
Our comprehensive real estate          some of the largest and most
                                                                              key area of practice for us. Our
funds practice spans north             prestigious shopping centers and
                                                                              size, global capabilities, and deal
America, Europe, and the Middle        retail developments, particularly
                                                                              flow give us the resources and
East. We advise fund sponsors          complex mixed-use developments,
                                                                              experience needed to master big,
and managers on the formation          and for its work with local
                                                                              complex deals and manage the
of real estate funds, the formation    authorities, governments, and
                                                                              areas—securities, tax, real estate,
of REITs by funds, the acquisition     other public bodies on retail,
                                                                              and bankruptcy, for example—that
of REITs and real estate assets        residential, and public use
                                                                              may affect the creditworthiness
by funds, regulatory compliance,       developments.
                                                                              and attractiveness of our clients’
and capital raising transactions,                                             offerings.
including IPOs and 144As. We           Lease Finance
also advise investors on funds.
                                       Dechert lawyers have negotiated,       Residential Mortgage-
Our funds experience includes          documented, and closed some of         Backed Experience
debt and equity funds and              the most significant lease finance
                                                                              With one of the leading practices
embraces all types of real             transactions in the marketplace
                                                                              in the United States in the area
estate—commercial, industrial,         on behalf of lenders, equity
                                                                              of residential mortgage-backed
residential, and mixed-use             investors, lessees, and investment
                                                                              securities, we are consistently
properties—and all stages of real      banks. We provide comprehensive
                                                                              ranked among the top firms
estate projects—development,           advice for both domestic and
                                                                              providing underwriter and issuer
construction, acquisition of           cross-border transactions on the
                                                                              counsel for U.S. mortgage-
stabilized properties, and             business, legal, regulatory, tax,
                                                                              and asset-backed securities
disposition of properties.             and accounting issues that drive
                                                                              by publications and league
                                       these transactions. In the United
                                                                              tables such as Asset-Backed
Real Estate Investment,                States, our Group’s experience
                                                                              Alert, Thomson Financial, and
Acquisition, Sale, and                 in capital markets transactions
                                                                              The American Lawyer Corporate
Leasing                                uniquely positions us for debt
                                                                              Scorecard.
                                       transactions that are offered in
The Group’s lawyers are                the 144A market, and traditional       We represent both issuers and
experienced in all aspects of real     private placement market.              underwriters in transactions
estate investment, from initial                                               backed by a variety of assets,
acquisition to asset management                                               including:
to sale. We help our clients
achieve value through tax-                                                    •	 prime	mortgage	loans




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DEChERT LLP | FInAnCE AnD REAL ESTATE PRACTICE




       •	 Alt	A	mortgage	loans                representing issuers, placement          about decheRt llp
                                              agents, collateral managers, and
       •	 sub-prime	mortgage	loans                                                     With offices throughout the United States,
                                              equity investors in CLOs and CDOs.
                                                                                       Europe, and Asia, Dechert LLP is an
       •	 second	lien	mortgages               Dechert is recognized as a leading       international law firm focused on corporate
                                              firm in the area of CLOs and middle      and securities, business restructuring and
       •	 non-performing	mortgage	loans                                                reorganization, real estate finance, complex
                                              market CLOs, having been involved
       •	 home	equity	lines	of 	credit                                                 litigation and international arbitration, financial
                                              in the middle market CLO space
                                                                                       services and asset management, intellectual
                                              since its inception. Dechert advised
       •	 reperforming	mortgage	loans                                                  property, labor and employment, and tax law.
                                              on the first rated middle market
       •	 manufactured	housing	contracts      CLO involving mezzanine and              Visit Dechert on the web at www.dechert.com.
                                              subordinated middle market loans
      We have substantial expertise           and a majority of the middle market      U.S.
      representing both buyers and sellers    deals since then. Our practice is        Austin
      in whole loan transactions as well as   equally familiar with both cash-flow     Boston
      in connection with the purchase and     and market value CLO structures.         Charlotte
      sale of mortgage servicing rights.      Recently, we have undertaken             Hartford
      In addition, in recent months we        significant work in private CLO          Newport Beach
      have been engaged as counsel in a       structures.                              New York
      number of “re-REMIC” transactions.                                               Philadelphia
                                              We also have broad experience            Princeton
      We also provide comprehensive           in ABS CDOs, synthetic CDOs              San Francisco
      services in securities law matters,     (including all types of credit default   Silicon Valley
      particularly as they relate to          swaps, total return swaps, and           Washington, D.C.
      securitizations, including Regulation   credit-linked note programs), and
      AB and Securities Offering Reform.                                               EUROPE
                                              structured investment vehicles.          Brussels
                                              We also have significant recent          London
      Asset-Backed Securitization             experience in collateral manager         Luxembourg
                                              divestitures and acquisitions of         Moscow
      Dechert has long been a leading
                                              existing CDO portfolios.                 Munich
      player in the ABS markets,
                                                                                       Paris
      representing some of the very
      earliest participants in the                                                     ASIA
      securitization area. We have helped                                              Beijing
      to securitize almost every type of                                               Hong Kong
      asset imaginable, representing
      issuers, underwriters, and ABCP
      conduits. We have helped others to
      securitize credit cards, auto loans
      and leases, trade receivables, life
      and structured settlements, and
      future cash flows such as film
      royalty rights and pharmaceutical
      royalty payments. We have
      experience with both the term and
      warehouse markets.

      CLO/CDO Practice
      As a result of our world-class
      securitization, investment advisor,
      and funds practice, we have
      a leading market position in




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