Tisdale & Nicholson, LLP

2029 Century Park East, Suite 900

Los Angeles, California 90067

Telephone (310) 286-1260

Facsimile (310) 286-2351

Real Estate Practice Group

Our real estate group specializes in the representation of owners, users, investors, syndicators, brokers and secured lenders in connection with their real estate assets and their real estate finance activities. Our real estate practice encompasses both transactional and litigation matters, and each representation is tailored to the needs of the specific client so that we are better able to advance that client's interests. While aggressively representing our clients' interests, our attorneys focus on being "deal makers" using a common sense practical approach to solving problems. As such, our attorneys are frequently able to assist our clients in evaluating and creatively dealing with the needs of other parties, a strategy which reduces the tensions often associated with protracted negotiations.

Secured Lending. We provide representation to lenders, underwriters, developers, and owners in connection with their real estate financing activities. Our expertise has allowed us to structure and implement nearly every financing mechanism currently being applied in financing real estate. That expertise extends beyond traditional real estate assets and includes the financing of real estate possessing special attributes like affordable housing projects that benefit from the low income housing tax credit, hotels that benefit from (and

are sometimes burdened by) hotel management agreements, co-generation facilities that benefit from energy supply contracts, and gasoline stations and other businesses that rely upon both real estate and franchise rights. In addition to advice and documentation on loan originations and workouts, we regularly represent borrowers and secured parties in the judicial and non-judicial enforcement of their rights.

Sales, Acquisitions and Exchanges. We represent our clients in connection with the purchase, sale and exchange of real estate. In each case our representation is tailored to the goals of individual clients so that, in addition to addressing general real estate concerns, the special, and often different concerns of investors, users, syndicators and operators are thoroughly addressed.

Leasing and Operations. Lawyers of the firm provide representation to both owners and tenants in connection with leasing activities and the operation of their projects and premises. For clients attempting to lease large projects or to assemble multiple business sites, that representation begins with the structuring of a leasing or site acquisition plan, which is designed to provide the client the ability to effectively negotiate and manage the complexities that can result from the need to negotiate with various parties having different needs. For clients whose needs relate to a single site, our representation is based upon the business goals of the client, and our services are customized to help the client reach those goals.

Development. We have assisted clients in the development of apartment, housing, office, industrial, retail and multi-use projects. We provide legal counsel and negotiation and documentation assistance in all aspects of development, including CC&Rs, construction, construction contracting and mechanics' liens, project finance, and brokerage. Our practical, common sense approach to solving legal and business problems greatly simplifies the development process.

Syndication and Capital Formation. Our real estate and corporate securities lawyers frequently work together to assist our developer, owner and syndicator clients with their equity capital formation needs. We routinely form the entities that hold real estate and related assets, negotiate and structure the offering of investment interests in those entities, and prepare the formation and offering documents required to effect both public offerings and private placements of those interests. While historically the limited partnership was the entity of choice for the real estate industry, our clients are increasingly calling upon our lawyers to use limited liability companies in their transactions due to the flexibility offered by that form of organization. As a result, our lawyers have become experts in using limited liability companies in real estate transactions.

Environmental Practice. Our lawyers have developed substantial expertise in the environmental issues frequently associated with real estate transactions and real estate disputes. Unlike many firms, our attorneys have substantial expertise in the environmental regulatory area. We have spearheaded numerous site assessment and remediation projects, commencing with the receipt of an agency directive through site closure. Our relationships with agency personnel and environmental consultants have proved invaluable in coordinating our clients' assessment and remediation activities. Although not the principal focus of our environmental practice, when other means of resolving environmental disputes do not adequately protect the client's interests, our litigation group and our real estate group work together to represent the client's interests in various types of adversarial proceedings, including proceedings before the Environmental Protection Agency and other environmental agencies.

Organizational. In working with our clients' real estate needs, we are often called upon to organize and structure the ownership, control, and financial interests in the entities that hold the real estate and related assets. Those entities include trusts, limited and general partnerships, joint ventures, corporations and limited liability companies. In each case, the type of entity and the ownership and control structure are tailored to the business, tax and limited liability needs of the client. In the course of structuring those relationships, we are often called upon to negotiate and prepare employment and management agreements between the entities we form and the other principals to the transaction.