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KRCL has nationwide real estate clients involved in all areas of real estate acquisition, development,construction, leasing, and operations. KRCL represents nationally-known businesses in connection withtheir real estate activities, and represents local entities involved in real estate development,management and brokerage. The Firm has handled real estate transactions including acquisition,development and leasing activities, in virtually every State of the Country.We counsel our clients and prepare the requisite documentation on all matters relating to office,industrial, mixed use, retail and commercial/agricultural real estate transactions, including the purchase,sale, financing, development, and leasing of these types of properties. KRCL's attorneys havesubstantial experience in all matters related to real estate acquisition and development, including landuse and entitlements, due diligence matters, lending documentation, build-to-suit transactions, leasingmatters, environmental issues, tax-related structures, conservation matters, and the disposition of realestate assets. In addition, our attorneys have significant experience in the issues related to theconstruction of commercial real estate, including the representation of owners, lenders, contractors,and subcontractors in the negotiation of construction law matters and the documentation andadministration of construction contracts.The firm also represents lenders in acquisition and construction loans and construction-relatedtransactions. Our attorneys are experienced in the representation of title insurers, institutional lendersand others with regard to Texas mechanics' and materialmen's lien law transactions. Also, we haverepresented financially troubled companies as well as lenders in negotiations regarding the restructuringof troubled indebtedness .

The Real Estate Finance Section of KRCL has the experience and talent to handle all aspectsof lending transactions, including mortgage, construction, conduit, and mezzaninefinancing, in a multitude of asset classes (mixed use, retail, office, industrial, multifamily,condominium, hotel, ground lease, equipment leases, etc.).We originate, service and restructure secured loans for lenders and servicers, resulting in aclear understanding of the dynamics of complex transactions. We also represent clients inthe structuring involved in such financings, including subordinate debt, mezzanine/seniordebt, cash management and cross-collateralization.Our Real Estate finance experience includes the representation of buyers, sellers,borrowers and lenders at each level of the capital structure including:First lien mortgagesMezzanine financing transactionsFloating and fixed rate loansPreferred equityConstruction loansMortgage-backed securitized conduit loansImport and export financingEnforcement and foreclosure

Commercial real estate sales, development, and construction projects inevitably involvecomplex financing, oftentimes with complex intercreditor relationships. The details matter inthese transactions – it is vital to ensure the terms of the deal will afford the right legalprotection for the applicable scenario. At KRCL, our real estate finance experience andinsight translate into legal counsel our clients rely on for the security and protection theyneed in high-stakes real estate finance transactions. We represent clients in the fullspectrum of real estate projects and commercial finance transactions. We have representedborrowers and lenders in small, medium and large-scale projects:Stadiums and arenasMajor office buildingsHotelsResidential complexesManufacturing facilitiesShopping centers and other retail spaceLand developmentThe transactional attorneys at KRCL have guided clients through some of the mostsignificant and notable financial transactions over the past several decades, both across theU.S. and in many international and cross-border transactions.

The transactional attorneys at KRCL have guided clients through some of the most significant and notable financial transactions over the past severaldecades, both across the U.S. and in many international and cross-border transactions$ 6 3 0 , 0 0 0 , 0 0 0Acquisition by a European client of control of three office buildings, two in Chicago and one in New York City, each consisting ofapproximately 1,000,000 square feet in a transaction reported in The Wall Street Journal as one of the largest U.S. real property investmentsby an off-shore investor.$ 5 0 0 , 0 0 0 , 0 0 0 Mortgage loan by a major U.S. bank to finance a leveraged buy-out of seven major shopping centers in four states by an offshoreinvestment group.$ 3 5 0 , 0 0 0 , 0 0 0 Senior debt/mezzanine debt/equity financing of the development of a mixed use real estate project in Dallas.$ 7 3 0 , 0 0 0 , 0 0 0 Sale of more than 30 major hotels in the U.S. by a Hong Kong group.$ 1 0 5 , 0 0 0 , 0 0 0 Acquisition and privatization of the UN Plaza Hotel from the City of New York by a foreign hotel company.$ 2 0 0 , 0 0 0 , 0 0 0 Represented Citibank N.A. in developing its national mortgage loan conduit program for securitization and closed over $200,000,000 ofmortgage loans in over twenty-five states for securitization.

KRCL built its law firm on the tail-end of the S&L Crisis. Our lawyers have served as counsel for thedevelopers, owners, banks, FDIC, RTC, FSLIC, bridge banks, acquirers of distressed assets andloans, professionals and other constituents. With the advent of the current liquidity crisis, the Firm hasestablished a Distressed Assets Group, which draws from a deep bench of transactional, regulatory,litigation and insolvency lawyers who practice with the Firm’s Real Estate, Financial Services, Litigationand Insolvency & Creditor Rights Practice Groups.We are currently representing and advising clients on a myriad of issues ranging from simple depositinsurance protocol to complex litigation on behalf of acquirers of distressed assets. Our focus includes:Partnership management/funding disputesConstruction stoppagesBorrower/lender workouts and restructuringsCollectionsForeclosuresBankruptcy and creditor’s rightsPrepackaged bankruptciesReceiverships and trusteeshipsEnvironmental remediationDue diligence in connection with portfolio acquisition and disposition transactionsFidelity bondsLiquidation of failed insured depository institutionsCommercial and other litigation, including director and officer liabilityLitigation, accountant liability litigation, legal and other professionalMalpractice litigation, and lender liability litigationthis is the original distressed assets copy

KRCL built its law firm on the tail-end of the S&L Crisis, served its clients throughoutthe 2008 Bank Liquidity Crisis and is uniquely positioned to assist its clients in thePost-Pandemic Office Crisis. For over a generation, our lawyers have served ascounsel for the developers, owners, banks, FDIC, RTC, FSLIC, bridge banks,acquirers of distressed assets and loans, professionals and other constituents. Withthe advent of the Post-Pandemic Crisis, the Firm's Distressed Asset Group, whichdraws from a deep bench of transactional, regulatory, litigation and insolvency lawyerswho practice with the Firm’s Real Estate, Financial Services, Litigation and Insolvency,and Bankruptcy & Creditor Rights Practice Groups, stands ready to assist the Firm'sclients in a multitude of capacities to weather the crisis.With the US office market facing over 17.8% Q1 2023 vacancy rates, the highest inthree decades, U.S. national office values down an average of 30% from pre- Covidlevels, and $4-5 Trillion in office loans maturing in 2024-25, developers, owners, equityinvestors, lenders and the regulatory agencies are facing refinancing, equity andforeclosure issues not seen in over a decade.

We have in the past, continue to, and will assist:LENDERSKRCL's real estate, corporate, litigation and bankruptcy teams have spent decades representing lendersprotecting and enforcing their rights. Whether the current state of the loan calls for an extension,restructuring, additional collateral, deed-in-lieu, foreclosure or traversing a borrower's bankruptcy, KRCLcan put experienced hands at your disposal to cover the wide range of issues lenders face.OWNERSThe market has changed. Is your property positioned to survive the market's new challenges? Are youprepared to meet with your lender to show that your property can succeed? Do you need to call yourinvestors for additional capital and will they comply? KRCL can assist you in preparing your property andyour entity and equity structures to face these challenges. Whether it is restructuring existing debt,obtaining additional debt, bringing in additional or new equity, changing management, or convertingportions or all of your property for increased revenues, we can help. EQUITY INVESTORSThe market has changed. Is your property positioned to survive the market's new challenges? Are youprepared to meet with your lender to show that your property can succeed? Do you need to call yourinvestors for additional capital and will they comply? KRCL can assist you in preparing your propertyand your entity and equity structures to face these challenges. Whether it is restructuring existingdebt, obtaining additional debt, bringing in additional or new equity, changing management, orconverting portions or all of your property for increased revenues, we can help.

TENANTSDue to the Pandemic and technology, your office culture and needs have radically changed. You simplydon’t need or no longer can afford all of the office space you originally leased. Whether you now need tosublease the space, renegotiate your lease or surrender portions back to the landlord, our extensiveleasing practice has experience to assist you.OFFICE BUILDING CONVERSIONSA great answer if the physical layout and economics of your property work for a conversion. But gettingthere involves not only physical conversion issues, but also many complex legal questions that our realestate team has seen before and can help guide you through. Whether it is working with your lender foradditional financing or a forbearance while you renovate you property, sitting down with the city for azoning variance or change, working with your contractors on a renovation/construction contract, orconverting your fee ownership to condominiums, our real estate team has the experience you need.BANKRUPTCYThe market has changed. Is your property positioned to survive the market's new challenges? Are youprepared to meet with your lender to show that your property can succeed? Do you need to call yourinvestors for additional capital and will they comply? KRCL can assist you in preparing your propertyand your entity and equity structures to face these challenges. Whether it is restructuring existingdebt, obtaining additional debt, bringing in additional or new equity, changing management, orconverting portions or all of your property for increased revenues, we can help.

The real estate market is changing. A number of factors create an uncertain outlookfor the real estate market: soaring rates of vacancies in U.S. office spaces, commercialinterest rates not seen in decades, and the ensuing chaos of $4-5 trillion dollars inoffice loans maturing in the next two years.With a proven track record of excellence and deep bench of transactional, regulatory,litigation and insolvency lawyers drawing on years of experience, including the S&LCrisis and 2008 financial collapse, KRCL’s Distressed Assets Practice Group can helpyou navigate these turbulent times. KRCL's real estate attorneys can advise its clientson myriad of issues relating to standalone retail sites, shopping centers, regionalmalls, strip centers, lifestyle centers, and mixed use developments, as well as generalrepresentation regarding leasing, acquisition, construction, land use and entitlements,due diligence underwriting, operation agreements between retailers, loandocumentation, build-to-suit transactions, ground leasing, public/private partnershipsand governmental incentives.Additionally, our seasoned corporate attorneys provide advice on franchising,securities, corporate and tax on issues relating to retail estate transactions. KRCL’sexperienced bankruptcy attorneys can apply their expertise in an array of issuesinvolving debtor and creditor relationships, bankruptcy and creditor’s rights, andprepackaged bankruptcies.

MSD Capital Partners – lendingRegions Bank – lendingGuggenheim Development Services – lendingOrix Capital Markets – lendingVeritex Community Bank – lending/bankruptcy/corporateKRCL’s Distressed Assets Practice Group is substantially devoted to representinglenders [PUT LINK TO LENDER SPECIFIC INFORMATION/ISSUES] and borrowers [PUTLINK TO BORROWER SPECIFIC INFORMATION/ISSUES] in a wide variety of commercialreal estate transactions, including construction loans, mezzanine loans, workouts, andthe purchase and sale of distressed assets. Clients call upon KRCL because ourattorneys help our clients succeed by negotiating with finesse, building consensusand creatively solving problems. KRCL attorneys demonstrated their expertise inthese services while representing clients that include: Our expert attorneys are well-equipped to help their clients face issues and problemsnot seen since the 2008 financial collapse, while still achieving their investment goalsduring this unpredictable and uncertain environment.

O U R T E A MR A Y M O N D J . K A N E C H A R L E S E . A S T E R P A U L V . D O W N E Y S A R A A . R E A M SFounder & Director Director Director Associate