Real Estate Practice

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1 Real Estate Practice Real Estate Practice Mori Hamada & Matsumoto provides a wide range of legal services in matters of real estate, adopting the time-honored approach of combining our legal resources which are considerable and diverse to effectively deliver what our clients require. Our Real Estate Practice Group has advised on many of the largest and most innovative real estate transactions in Japan, and carries this expertise in cross-border real estate transactions around the world. Strength in Real Estate Investment and Financing We have extensively developed our capabilities in the aspects of investment and financing, and take pride in our ability to manage large real estate investment transactions involving high-profile portfolios and multiple parties.

2 Real Estate Investment and Financing We have acted for investors, lenders, asset managers, financial arrangers, trustees and many others players in the real estate industry and in businesses requiring real estate, both locally and internationally, in purely domestic or in cross-border deals. We offer an array of legal services to respond to the needs of our clients in every stage of the transaction. Our principal services include: advising on investment or financing structures; setting up investment vehicles and funds; supporting investment vehicles and funds, asset managers and other relevant parties in completing the necessary filings or obtaining the requisite governmental licenses; advising on regulatory matters; advising on setting up trusts; Real Estate Practice legal due diligence investigations of real properties; advising on debt financing; and negotiations and documentation required during the entire course of each transaction. The attorneys of our Real Estate Practice Group have extensive experience, know-how and expertise across a broad range of fields, from real estate to structured finance, banking and financial regulations. Real Estate Wherever located and however held, real estate always exists within a framework that prescribes how it can be acquired, used and transferred. We help clients navigate the legal landscape with our advisory and transaction work to make properties accessible despite the complexities of ownership, lending, acquisition, leasing, and trusts. We routinely advise our clients on Japanese laws and requirements, and assist in conducting due diligence investigations, negotiating acquisition and lease agreements, and completing formalities relating to the properties

3 Structured Finance Since the inception of structured finance in Japan, we have played a major role in many challenging transactions that were the first of their kind in our jurisdiction. As real estate investments in Japan are often made through complex structures involving a special purpose vehicle, a trust, and multiple other parties, each transaction inevitably requires expertise in structured finance and a careful review of the documentation from the structuring and regulatory perspectives. Within these transactions are meticulously crafted fund structures, which are developed by our award-winning Structured Finance team to deliver comprehensive solutions that satisfy our clients acquisition and funding needs. For multi-jurisdiction fund structures, we work with other legal professionals in our global network to effectively manage foreign elements. Banking Real Estate Practice For both investors and lenders, debt financing is one of the most important challenges in any real estate investment. Our firm s extensive banking and finance experience, especially in secured or syndicated loans, as well as bond issuances, provides significant value to real estate transactions. Property at times given as security or designated as the source for repayment is often the key element that can make or break a deal. Leveraging on years of expertise, we have taken the lead in documenting some of the most intense, uncommon, and complex transactions with relative ease, speed and meticulous care. Financial Regulations We work closely with the financial sector for regulatory compliance, licensing requirements, and audits and investigations by governmental authorities. Our long-standing relationships with regulators, such as the Financial Services Agency of Japan, enhance our ability to provide support to financial institutions. We have also provided legal assistance to Japanese regulators in handling issues that affect various industries in Japan, including real estate. We influence business and gain insight from these mandates

4 One-stop Firm Legal issues in real estate investment and financing are often closely interrelated with other legal disciplines. Verily, the breadth of our firm s practice areas lends to the delivery of a full package of legal services for any real estate investment and financing matter. In particular, we have a large Capital Markets Practice Group, Corporate Practice Group, and Litigation Practice Group, which have distinguished themselves in the global legal market. Collectively, we provide seamless collaboration for an impeccably coordinated work product. Capital Markets J-REIT practice Real Estate Practice Since the emergence of J-REIT, our Capital Markets Practice Group has been actively involved in assorted matters relating to J-REITs and has built up a market-leading practice in this area. As J-REIT s activities invariably require real estate expertise, attorneys of the Real Estate Practice Group and the Capital Markets Practice Group constantly work in tandem for J-REIT transactions. Corporate M&A practice Our Corporate Practice Group has advised on a variety of cutting-edge, significant, and complex M&A transactions in Japan. Investments in real estate are sometimes made through the share acquisitions, or an M&A transaction may involve a company with complex real estate investment transactions. Our firm s M&A lawyers work with our Real Estate team to ensure that the challenges of the broader acquisition are given the same expert consideration. Litigation We are well known for our highly experienced litigation practice, and our litigation attorneys represent clients in disputes relating to all of the firm's practice areas. We have a number of attorneys who have extensive expertise and experience in handling various litigation and other disputes, from traditional to complex, involving real estate

5 Strong overseas network In recent years, the real estate market has rapidly globalized, and we have received an increasing number of mandates from clients for cross-border real estate investment and financing transactions, outbound or inbound. For outbound transactions, the destinations of the real estate investments have extended from Europe and the United States to Asian countries. European and U.S. investors, as well as Asian investors, look to our firm to advise them in Japanese real estate investment projects. To support the cross-border activities of our clients, we often team up with our Asian offices and non-japanese law firms. Our Asia Practice Real Estate Practice As of April 2015, we have five offices outside Japan in Beijing (opened in 1998), Shanghai (opened in 2005), Singapore (opened in 2012), Yangon (opened in 2014) and Bangkok (a desk opened in 2013 and an office opened in April 2015). Through these overseas offices, we provide comprehensive legal support to our clients from Japanese firms setting up their businesses across Asia, to non-japanese clients making inbound investments to Japan as they face a challenging and often unfamiliar business environment. Strong network with non-japanese law firms We have long-established relationships with a number of leading international law firms and domestic law firms in many jurisdictions. We further enhance these ties through secondments to and from these firms in our internship programs. Given our solid professional network, we fill the need for non-japanese legal services by bringing in some of the world s best practitioners, and collectively support our clients in getting the deal through. Our network extends to Europe, Asia, the Americas, and other parts of the world

6 Awards and Rankings Featured here are just some of the many awards and industry-related rankings received by the Real Estate Practice Group and the lawyers behind it. Mori Hamada & Matsumoto was ranked in the top groups and our attorneys were recommended as leaders in the following practice areas by Chambers Global 2015: Real Estate Practice Mar 2015 Capital Markets: Securitisation & Structured Finance: Masanori Sato, Eriko Ozawa and Takahiro Kobayashi Banking & Finance: Masanori Sato, Eriko Ozawa, Takahiro Kobayashi and Hiroki Aoyama Mori Hamada & Matsumoto achieved the same results in the regionfocused Chambers Asia 2015: Feb 2015 Real Estate: Eriko Ozawa Capital Markets: Securitisation & Structured Finance: Masanori Sato, Eriko Ozawa and Takahiro Kobayashi Banking & Finance: Masanori Sato, Eriko Ozawa, Takahiro Kobayashi and Hiroki Aoyama Oct 2014 Masanori Sato and Eriko Ozawa were selected as leading lawyers in Japan in "Who's Who Legal: Japan 2014." Construction and Real Estate: Masanori Sato and Eriko Ozawa Banking: Masanori Sato Capital Markets: Masanori Sato Oct 2014 Mori Hamada & Matsumoto was selected as one of the "Recommended firms" in "Asialaw Profiles 2015: The Guide to Asia-Pacific's Leading Domestic Law Firms," and was highly recommended in eleven practice areas. Masanori Sato and Takahiro Kobayashi were also selected as "Asialaw recommended individuals." - 6 -

7 Mori Hamada & Matsumoto was ranked in the top tier of recommended law firms in Japan and our attorneys were recommended as Leading Individuals for the following practice areas in The Asia Pacific Legal : Oct 2014 Real estate: Construction: Structured finance/ securitisation: Banking and finance: Projects and energy: Masanori Sato and Eriko Ozawa Takeshi Mukawa Masanori Sato Masanori Sato Takeshi Mukawa Our attorneys were selected for the fifth edition of "The Best Lawyers in Japan" by the Best Lawyers survey. Also, Masanori Sato was selected as one of the " Lawyers of the Year". Real Estate Practice Oct 2014 Real Estate Law: Masanori Sato, Atsuko Matsui, Toshifumi Ueda, Eriko Ozawa, Takeshi Mukawa and Naoki Ishikawa Structured Finance Law: Masanori Sato, Noboru Suwa, Atsuko Matsui, Toshifumi Ueda, Eriko Ozawa, Takahiro Kobayashi and Takeshi Mukawa Banking and Finance Law: Masanori Sato, Eriko Ozawa, Hiroki Aoyama and Akira Ehira Derivatives: Masanori Sato and Eriko Ozawa Oct 2014 Oct 2014 Mori Hamada & Matsumoto was ranked in the top tier of recommended law firms in Japan for several areas of practice in the IFLR1000 FINANCIAL AND CORPORATE 2015 and our attorneys were recommended as "Leading Lawyers" in the following practice areas: Capital markets structured finance and securitization: Masanori Sato, Noboru Suwa and Takahiro Kobayashi Banking: Masanori Sato, Noboru Suwa, Takahiro Kobayashi and Takeshi Mukawa Project Finance: Takahiro Kobayashi and Takeshi Mukawa Eriko Ozawa was shortlisted in Euromoney Legal Media Group's 2014 Asia Women in Business Law Awards. Aug 2014 Mori Hamada & Matsumoto received the "No. 1 Real Estate Legal Practice Japan" award at Acquisition International Magazine's 2014 Finance Awards

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9 Real Estate Practice Members of Real Estate Practice Group The Real Estate Practice Group is led by nine Tokyo-based partners and two partners based in Singapore and Yangon

10 Masanori Sato / Masanori Sato Admitted in Japan, 1990 Daini Tokyo Bar Association Admitted in New York, 1994 Masanori Sato has extensive experience in the field of real estate finance. He has led teams of lawyers to advise on a number of high-profile transactions, including the first Japanese publicly-offered CMBS transaction and whole business securitization (WBS) of golf-management/real estate development businesses. He has also been closely involved in study groups/task forces organized by financial industries to set new rules for market practices and/or lead legislative initiatives. He has been recognized as a leading lawyer in real estate, structured finance and banking practice and awarded frequently by various publications/organizations, such as Chambers, IFLR, PLC and Legal500. He has written numerous articles on real estate finance, including "Thoughts on Singapore Business Trust as Listed Fund Vehicle Investing in Japanese Business" (The Association for Real Estate Securitization, 2014, coauthor) - The University of Tokyo (LL.B., 1988) - University of Chicago Law School (LL.M., 1993) - with Cleary, Gottlieb, Steen & Hamilton, New York ( ) - with Linklaters, London ( ) - Financial Law Board, Member (1998-) - Committee for Listed Infrastructure Fund Markets (organized by Tokyo Stock Exchange), Member ( ) tel masanori.sato@mhmjapan.com Noboru Suwa / Noboru Suwa Admitted in Japan, 1992 Daini Tokyo Bar Association Admitted in New York, 1997 Noboru Suwa has been involved in a wide range of structured finance transactions since 1998, and his major practice areas in real estate currently cover purchase and sale of real properties directly or through trust beneficial interests and debt financing for a listed J-REIT and other prominent clients, both foreign and domestic, including securitization and rehabilitation of hospitals and other healthcare assets. He has also been practicing in other finance areas such as bulk sale of distressed loans and factoring transactions (recently involving electrically recorded monetary claims) for more than ten years, and has also recently doing legal work in credit risk mitigation (CRM) transactions under Basel III, in all cases as counsel for Japanese financial institutions. He has received awards including those from Best Lawyers (2013, 2014) and IFLR (2014) in the areas of banking and structured finance. - The University of Tokyo (LL.B., 1990) - New York University School of Law (LL.M., 1996) - with Jenner & Block, Chicago ( ) tel noboru.suwa@mhmjapan.com

11 Atsuko Matsui / Atsuko Matsui Admitted in Japan, 1995 Dai-ichi Tokyo Bar Association Admitted in California, 1999 Atsuko Matsui s principal practice areas are in real estate and financing, with particular focus on real estate funds and financing, banking, structured finance and acquisition finance. Her diverse experience and expertise in these areas provide her with a multi-faceted approach to transactions and issues. Her legal skills have been honed by continuous involvement in complex real estate and financing transactions, which began in the late 1990s when non-traditional Japanese real estate financing structures were beginning to be widely used in Japan as a result of financing de-regulations and introduction of cutting edge financing techniques from abroad. Prior to joining the firm, she worked for more than three years in the LA and Tokyo offices of an international law firm, where she specialized in real estate funds and finance transactions. - The University of Tokyo (LL.B., 1993) - Columbia University School of Law (LL.M., 1998) - with Paul, Hastings, Janofsky & Walker, Los Angeles ( ), Tokyo ( ) tel atsuko.matsui@mhmjapan.com Toshifumi Ueda / Toshifumi Ueda Admitted in Japan, 1996 Dai-ichi Tokyo Bar Association Admitted in New York, 2003 Toshifumi Ueda has extensive experience in finance, with major practice areas covering securitization, structured finance, derivatives, real estate finance, J-REITs, banking, acquisition finance and leveraged finance. He is one of the pioneers in the Japanese securitization and structured finance market. Among the legal services he has provided include advising real estate funds and debt providers, such as banks and leasing companies, on a wide array of issues in numerous real estate structured transactions, cross-border structured finance transactions and a variety of domestic transactions. - The University of Tokyo (LL.B., 1994) - Cornell Law School (LL.M., 2002) - with Linklaters, London ( ) - Lecturer at Chuo Law School (Corporate Finance and Law) (2009-) tel toshifumi.ueda@mhmjapan.com

12 Eriko Ozawa / Eriko Ozawa Admitted in Japan, 1998 Daini Tokyo Bar Association Admitted in New York, 2002 The principal practice areas of Eriko Ozawa are real estate and structured finance, with particular focus on property financing, private real estate funds and real estate trusts. She advises on all types of domestic and cross-border real estate related transactions, such as real estate investments and financings, acquisitions, sales and real estate fund establishment and management. Her clients span all transaction parties, including domestic and international investors, asset management companies, banks, trust banks and other financial institutions. She has been recognized by various trade publications as a leading practitioner in both real estate and structured financing, and clients have highly spoken of her high level of skill of complex deals and handson approach to transactions. - The University of Tokyo (LL.B., 1996) - New York University School of Law (LL.M., 2001) - with Orrick, Herrington & Sutcliffe LLP, New York ( ) tel eriko.ozawa@mhmjapan.com Takeshi Mukawa / Takeshi Mukawa Singapore Office Co-Representative, Yangon Office Co-Representative Takeshi Mukawa has been engaged in board area of real estate and infrastructure investment and financing. He has been seconded to MITSUI & CO., LTD. from 2003 to 2004 where he engaged in infrastructure, energy and other projects in Asian countries. He has lots of experience in handling cross-boarder private funds investing in office buildings, commercial and residential facilities, hotels, and infrastructure assets. He is also known as a leading expert on climate change and renewable energy practice and regularly advise clients on climate and energy related investments and regulations. - The University of Tokyo (B.Ag. 1996) - University of California, Davis School of Law (LL.M., 2002) - with Morgan Lewis & Bockius, New York ( ) - MITSUI & CO., LTD., Legal Department (on secondment) ( ) - Committee for the Study of the Domestic Emissions Trading System, organized by Ministry of the Environment (2008-) - Committee for the Study of Kyoto Credit Exchange, organized by Tokyo Stock Exchange Group, Inc. (2008-) - Expert Member of Emissions Trading Subcommittee, Global Environment Committee of Central Environment Council, Japanese Government (2010-) -Co-Representative of Mori Hamada & Matsumoto (Singapore) LLP (2012-) -Representative of Mori Hamada & Matsumoto (Yangon) Limited (2014-) Admitted in Japan, 1998 Tokyo Bar Association Admitted in California, 2006 Registered as Foreign Lawyer in Singapore, 2012 tel (Tokyo), (Singapore), (Yangon) takeshi.mukawa@mhmjapan.com

13 Takahiro Kobayashi / Takahiro Kobayashi Admitted in Japan, 1998 Tokyo Bar Association Admitted in New York, 2003 Takahiro Kobayashi advises on a broad range of banking and financing transactions, including structured financing, securitization, LBO and project financing. Among these transactions, he is currently focusing on the energy sector and, as is the head of the firm s energy and project financing practice group, advising on all aspects and stages of the projects, including real estate due diligence, structuring, documentation, negotiation and regulatory matters. He represents major players in this field, including IPPs, investors, financial institutions, and equipment providers in this sector. - The University of Tokyo (LL.B., 1995) - New York University School of Law (LL.M., 2002) - with Debevoise & Plimpton, New York ( ) tel takahiro.kobayashi@mhmjapan.com Naoki Ishikawa / Naoki Ishikawa Admitted in Japan, 2000 Tokyo Bar Association Naoki Ishikawa has a broad practice covering real estate, renewable energy and infrastructure coupled with asset finance, PFI and project finance. Significant transactions include the establishment of real estate investment funds for various asset classes including commercial real estate, residences, nursing homes and toll roads in Japan and restructurings of real estate investment funds. As a holder of the Islamic Finance Qualification (by The Chartered Institute for Securities & Investment (UK)), he is a pioneer in the area of Islamic finance in Japan and has advised clients on Islamic finance transactions such as Sukuk and commodity murabahah. He also worked as counsel at the project finance department of the Development Bank of Japan Inc. from 2004 to 2005 on secondment. He received 1 Essex Court Prize for Finance Law and LSE Lawyers Prize for Best Dissertation at the London School of Economics in The University of Tokyo (LL.B., 1998) - Member of The Japanese Council on International Transactions (2004) - The London School of Economics (LL.M. (Distinction), 2006) - with Clifford Chance, London ( ) - Adjunct Lecturer at the Graduate School of Business Sciences, University of Tsukuba ( ) tel naoki.ishikawa@mhmjapan.com

14 Hiroki Aoyama / Hiroki Aoyama Admitted in Japan, 2002 Daini Tokyo Bar Association Admitted in New York, 2008 Since joining the firm in 2002, Hiroki Aoyama has been engaged in a wide range of real estate and financing transactions, both domestic and international. He has advised private investment funds and J-REIT s in connection with many aspects of their businesses, including fund formation, asset sale and purchase, and dispute resolution. He also represents lenders, investors and sponsors in various financing transactions in relation to real estate investment. He lectured on contract law at the University of Tokyo. His publication includes: Representations and Warranties and Entire Agreement Clause - Their Functions and Effects (Business Law Journal, 2013), Discussions on Contract Law Amendment (NBL, 2012), and Memorandum on the Interpretation of Anglo-American Style Contracts under Japanese Contract Law (NBL, 2008) - The University of Tokyo (LL.B., 2001) - Harvard Law School (LL.M., 2007) (Completed International Finance Concentration) - with Debevoise & Plimpton, New York ( ) - Lecturer at the University of Tokyo, Faculty of Law (Civil Law) ( ) - Involved in a study commissioned by the Ministry of Justice (commissioned party: Japan Institute of Business Law): Investigation Research Report on Practical Operation of Systems for Requirements for Perfection Regarding Assignment of Receivables and Systems for Registering Assignment of Receivables (July 2013) tel hiroki.aoyama@mhmjapan.com Akira Ehira / Akira Ehira Admitted in Japan, 2002 Tokyo Bar Association Admitted in New York, 2008 Certified Fraud Examiner, 2013 Akira Ehira is a specialist in a wide range of financing transactions, both domestic and international, covering corporate finance, structured finance, derivatives and investment funds. Among those, since joining the firm in 2002, real estate investment has been one of the practice areas in which he has particular expertise and broad experience. His main areas of real estate practice include foreign investments in real property in Japan and outbound investments in real property by Japanese companies worldwide. His practice within the firm has been enhanced greatly by his working experiences at the London office of Allen & Overy where he was involved in international financing transactions, especially securitization and derivatives. He also advises on financial regulations with his strong connections with the FSA. - The University of Tokyo (LL.B., 1996) - with The Long-Term Credit Bank of Japan, Ltd. ( ) - Columbia University School of Law (LL.M., 2007) - with Allen & Overy LLP, London ( ) - with the Financial Services Agency of Japan (FSA) (2012) tel akira.ehira@mhmjapan.com

15 Ryutaro Kawamura / Ryutaro Kawamura Admitted in Japan, 2004 Daini-Tokyo Bar Association Admitted in New York, 2012 Registered as Foreign Lawyer in Singapore, 2012 Ryutaro Kawamura has broad experience in international investments carried out in Asia and elsewhere, including matters related to cross-border real estate/infrastructure projects, M&A, joint ventures and financings. His career started from his substantial commitment in the areas of domestic real estate and structured finance, and he has actively engaged in cross-border real estate development projects in South East Asia recently. In addition to handling compliance, insolvency, tax, and dispute resolution matters in connection with existing investments, he also works on other aspects of investments, such as early stage risk analysis and contract negotiations for the execution of projects. He has written some books and theses, which include [Business Law] Property Laws in Southeast Asian Countries (Vol. 65 No. 2, Accounting, Feb 2013). - The University of Tokyo (LL.B., 2003) - University of Pennsylvania Law School (LL.M., 2010) and Wharton Business School (Business & Law Certificate, 2010) - Mitsubishi Corporation, Legal Department (on secondment) ( ) tel (Singapore) ryutaro.kawamura@mhmjapan.com

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