OUR REAL ESTATE GROUP

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1 REAL ESTATE

2 2 Watson Farley & Williams OUR REAL ESTATE GROUP Providing high quality legal advice from offices in major financial centres in Europe, Asia and the USA, Watson Farley & Williams specialist real estate lawyers support the full range of industry participants in relation to international and domestic investment in all classes of real estate assets. public issues in the sector as well as bank funding, capital allowances and other tax considerations. We provide pragmatic and supportive advice in relation to refinancing, restructuring or other funding arrangements. Strategic and insightful, our planning team advise in relation to obtaining permissions and development consents. This includes environmental impact assessment, planning obligations and, in the UK, the Community Infrastructure Levy, planning conditions, highway matters and agreements, compulsory purchase orders and other Ministerial consents associated with public land. Advising financiers, investors, sovereign funds, family offices, owners, developers, lessees, landlords and tenants, our multi-disciplinary team draws upon significant experience in real estate, planning, corporate, tax, commercial and construction law, as well as dispute resolution and finance. Experienced and pragmatic, our team advise on matters throughout the life-cycle of a property from financing and funding (including advising on inward investment into various markets), sale and purchase (including headquarter purchases), planning and project development, construction and renovation, to sale and leaseback/management back arrangements, off-plan sales and dispute resolution and insolvency. In addition, we deliver premium services in relation to closed end funds and joint ventures, tax and corporate structuring, lettings, site assembly and acquisition and regulatory matters, and particular experience in the hotels and leisure sector. With specialist expertise in real estate financing, we work with investors and lenders in relation to private equity and PARTICULARLY EFFICIENT AND CLIENT FOCUSED, WATSON FARLEY & WILLIAMS IS WELL RESOURCED AND VERY KEEN TO PLEASE. LEGAL 500 UK 2014

3 REAL ESTATE 3 LONDON MALAYSIAN GOVERNMENT FUND Acted for a Malaysian government fund on its substantial purchase of a Central London hotel. This was the first time that the fund had made any asset purchase in the UK. The deal required real estate, corporate and employment expertise. WIND FARM ACQUISITION, UK Advising Velocita Energy Developments on the acquisition of Maerdy Wind farm Limited from Renewable Energy Partnerships. Velocita Energy Developments is a wind energy company, funded by private equity house Riverstone Holdings. HOTEL MANAGEMENT CONTRACTS Advised on management contracts, technical services and ancillary agreements for new development in Stone Town and Arusha for a Park Hyatt Zanzibar and Hyatt Regency Arusha respectively. MULTIPLE SOLAR FINANCINGS, UK Advising various funders, including Investec Bank plc, on the real estate aspects of multiple nonrecourse financings for solar projects developed by Lightsource Renewable Energy. MAJOR UK PENSION FUND Acted for a major UK pension fund on various commercial and high end industrial acquisitions and disposals as part of its development programme for its 1bn portfolio. LEASE FINANCING TRANSACTION Advised the lessor in a structured lease financing transaction relating to a car park in Glasgow as to its rights following the appointment of an administrator to the lessee, including lease forfeiture/irritation, the exercise of default put options and matters relevant to the valuation of the lessor s interest. MULTIPARTY REFINANCING AND RESTRUCTURING Advised on the restructuring and refinancing of a trophy commercial property in London for foreign investors a complicated multiparty transaction. SITE SALE Acted for the subsidiary of a manufacturing group on the sale of part of its factory site to a large retailer, involving a complicated development agreement and planning construction matters. RESIDENTIAL INVESTMENT PROPERTY Acted for the borrower in connection with a debt facility provided by HSBC to fund the acquisition of a substantial residential investment property in Liverpool. DISPOSAL, UK Advising DONG Energy on the 644m sale of a 25% stake in its London Array offshore wind project to La Caisse de dépôt et placement du Québec. CHANGE OF HOTEL OPERATOR Acted for the owner on the change of operator from Kempinski to Hyatt and the negotiation of a 25 year management contract and ancillary agreements for a Hyatt Regency. ESTABLISHMENT OF MANAGEMENT COMPANY Advised the management team of Think Apartments on establishing a new independent management company in the hotel/serviced apartments sector. INVESTMENT PROPERTY PORTFOLIOS Acted for the borrowers as sister companies in a composite revolving credit facility from HSBC Bank plc. The facility provided for aggregate and individual borrowing limits and was secured on individual property portfolios with cross-collateralisation between borrowers and covenant testing on an aggregated basis.

4 4 Watson Farley & Williams HAMBURG, MUNICH, FRANKFURT LARGEST HOTEL DEAL IN GERMANY Advised on the largest single hotel deal in Germany in 2013 the c. 60m+ sale of an international five-star hotel for a global brand. This involved the preparation of the purchase agreement, negotiations, handling the tendering process and due diligence. INTERNATIONAL APART-HOTEL IN FRANKFURT Acted for a major UK pension fund on the negotiation and conclusion of a real estate purchase agreement with construction obligation for a newly built Apart Hotel with 150+ rooms in central Frankfurt. This involved corporate, property and tax expertise. AURELIS Advised on the legal aspects of the largest land development for new residential and office buildings in Hamburg (ʹNeue Mitte Altonaʹ). Work included public law as well as property advice. HOCHTIEF Advised Hochtief on the project development of the four star Hotel The George and the office building Prem Contor at the Alster lake in Hamburg. FHH FONDHAUS HAMBURG Provided tax and legal advice regarding the acquisition of almost 600 student apartments located in Frankfurt, Hamburg, Darmstadt and Mainz ( SMARTments ) through a closed-end fund. ACQUISITION OF STUDENT ACCOMMODATION Advised IWH ImmoblienWerte Hamburg GmbH & Co. KG (IWH) on the acquisition of student apartment blocks in Darmstadt and Mainz, comprising 155 and 143 apartments respectively. IWH is a joint venture between Hamburg-based shipping and operations business C. J. Ahrenkiel and Hochtief Projektenwicklung, part of the German construction conglomerate. HAMBURG TRUST Advised on the acquisition of a 300m stake in the 33,000m2 New Their- Galerie retail centre in Dortmund, a project development sponsored by German developer ECE. GENERALI Advised on construction phases one and two of a real estate joint venture in Hamburg ( AlsterCampus ) which consists of high class office and residential real estate, as well as on project development. JV OF PROJECT DEVELOPER Advised on the lease agreement regarding a room hotel development, drafted and negotiated the hotel lease agreement for a major development area in a large German city plus additional project related advice. PANATTONI EUROPE Advised on the development, letting and sale of logistics facilities in Bremen, Frankfurt and Southern Germany.

5 REAL ESTATE 5 NEW YORK US HOTEL FINANCIAL RESTRUCTURING Advised Landesbank Baden Württemberg on the workout of a US$729m commercial mortgagebacked securities (CMBS) loan in default which was secured by three hotels in Florida and Arizona, resulting in the loan being paid off at par. MUSS DEVELOPMENT Advised Muss Development on the financing of a retail project in Downtown, Brooklyn; the sale of an assemblage on the Upper East Side, Manhattan; and the refinancing of a retail project in Queens, New York. THE TRUMP ORGANISATION Advised on the acquisition of the Doral Hotel & Country Club in Florida, and on the refinancing of the Trump International Hotel in Las Vegas. CERBERUS CAPITAL MANAGEMENT Advised Cerberus Capital Management in connection with its acquisition of Pitney Bowes Capital Corporation, the equipment leasing subsidiary of Pitney Bowes, Inc., for US$745m. THE TRUMP ORGANISATION Advised on loan, management and licensing documentation for a mixed-use skyscraper in Chicago, and on the restructuring of debt on a 64 storey hotel-condominium in New York. APPLE CORE HOTELS Advised on the refinancing of two hotels in New York one in Times Square and one in Korea Town, Manhattan. UNIVERSE TANKSHIPS Advised Universe Tankships in relation to the negotiation of joint venture matters in relation to the sale of Scottish land. APPLE CORE HOTELS Advised Apple Core Hotels in relation to the sale of a hotel in Queens, New York. 401 NORTH WABASH VENTURE LLC Negotiated on behalf of the developers in relation to loan documents, management agreements and licensing documents for a mixed-use skyscraper including a luxury five star hotel with more than 300 units, several restaurants and almost 500 residential units in Chicago. PRIVATE EQUITY FIRM Represented a private equity firm in connection with their lease of approximately 5,000 square feet of office space at 1350 Avenue of Americas, New York, New York from SL Green. AIG GLOBAL REAL ESTATE Advised in connection with the proposed purchase of a publicly-traded REIT and a publicly-traded company with real estate assets; and provided tax advice for the restructuring of several European investments.

6 6 Watson Farley & Williams MADRID HOTEL REY JUAN CARLOS I Advised on the sale of 50% interest in Hotel Rey Juan Carlos I in Barcelona. FRASERS HOTEL PORTA MARINA Advised Frasers Hospitality Group in relation to the acquisition of Hotel Porta Marina, located in Barcelona. RIOFISA VIALIA MÁLAGA Advised Riofisa in the sale of Vialia Málaga Shopping Centre. SANTANDER AXIA REIT Advised Banco Santander in relation to a mortgage backed property facility granted to AxiaRe SOCIMI (Spanish listed REIT) for the acquisition of two office buildings located in Calle Velázquez and Glorieta Mar Caribe (Madrid). LA MORALEJA GREEN Advised a Spanish real estate company on the purchase of the shopping mall La Moraleja Green in Madrid. TAYLOR WIMPEY Advised the UK real estate developer Taylor Wimpey on the tax analysis and implementation of a cross-border restructuring of its Spanish operations. ASENTIA Advised the Spanish development company Asentia in relation to the operational, corporate and financial restructuring converting lenders holding 1,000,000,000 into shareholders. WARBOURG HENDERSON NERVIÓN PLAZA Advised WH Nervión Plaza, S.L. on the refinancing granted by Deutsche Hypothekenbank (Actien-Gesellschaft), of the shopping centre Nervión Plaza located in Seville, Spain. CACIB MELIÁ HOTELES Advised CACIB in relation to a corporate lending granted to Meliá Hoteles based on a ring-fence structure of 16 hotels. SANTANDER ROYAL METROPOLITAN Advised Banco Santander in relation to a mortgage backed property facility granted to a joint venture owned by Royal Metropolitan and Taconic for the acquisition of an office building located in Plaza Santa Bárbara (Madrid).

7 REAL ESTATE 7 ITALY & GREECE GREEK INFRASTRUCTURE Advised the Hellenic Republic Asset Development Fund (HRADF) on EU and international regulatory and other issues relating to its sale of shares in Hellinikon SA, which owns the rights to develop the former Athens airport site. HELLENIC REPUBLIC ASSET DEVELOPMENT FUND Advised the Hellenic Republic Asset Development Fund (HRADF) on the sale of 28 public buildings in Greece to investors, which will then be leased back to the Hellenic Republic on year commercial leases. FAUSTINIANA S.R.L. & C. S.A.S Advised Faustiniana S.r.l. & C. s.a.s. on the restructuring of its financial indebtedness amounting to approximately 60m, pursuant to article 182-bis of the Italian Insolvency Law. CREDITO BERGAMASCO S.P.A. AND BANCA POPOLARE DI SONDRIO S.C.P.A. Advised in relation to a 10m loan agreement to finance the construction of a real estate complex in the Province of Milan. INTESA SANPAOLO Advised Intesa Sanpaolo S.p.A. in relation to a 75m loan agreement to finance a leading Italian infrastructure group. BANCA POPOLARE DI LODI S.P.A. Advised Banca Popolare di Lodi S.p.A. in relation to an overall 25m loan to finance the acquisition of participations in certain property companies with registered office in the Province of Milan. BANKING SYNDICATE Advised a pool of banks in relation to a 45m loan agreement to re finance existing indebtedness on the claims against contractors of a leading Italian infrastructure group. INTESA SANPAOLO Advised banks in the Intesa Sanpaolo Group in relation to various financings for the acquisition of residential areas in Rome.

8 8 Watson Farley & Williams FRANCE EUROPEAN HQ FOR CHINESE BANK Advised China Exim Bank on the construction of its new European Headquarters in Paris including drafting and negotiation of the contracts, town planning issues and due diligence. PPP FINANCING OF GOVERNMENT HQ Advised a consortium comprising Sogeprom SA, Idex Energies and Barclays Infrastructure Funds on a PPP tender for the financing, conception, construction and operation of the new HQ for ANSES. SHELTER SOLAR PARK Advised the British investment fund BNP Paribas Clean Energy in respect of the acquisition of five shelter solar parks in France (55 MW), including the review of a due diligence report, the drafting and negotiation of the SPA and related tax issues. PRINCIPALITY OF MONACO Advised the Government of the Principality of Monaco in relation to the construction of public and private infrastructure (including schools, hotels, offices, shopping centres, car parks and hospitals). URBAN DEVELOPMENT ZONE Assisted several local authorities on the creation of Urban Development Zones ( Zones dʹamenagement Concerte or ZACs ) and the completion of the project (awarding and carrying out of the development agreement). BOUYGUES CONSTRUCTION GROUP Advised a Consortium led by the Bouygues construction group in connection with obtaining a partnership contract for the construction of the new Tribunal de Grande Instance for Paris. The new building will house the first court to be built in France by means of a PFI structure. The scheme was extremely complex and necessitated changes to the Paris Plan Local d Urbanisme (Town Planning regulations) and to the regulations governing ZACs or Zones d'aménagement concerté. The tower will house all the Paris courts of first instance as well as the Appeal Court of Paris. CITIZENM Advised CitizenM (a Dutch hotel group) in the negotiation of a design and build contract with a consortium led by Bouygues for the construction of a hotel in the area of the Charles de Gaulle Airport (Paris), the first CitizenM hotel in France. LA CITÉ MUSICALE Advised the Council of the Hauts de Seine department with regard to the carrying out of a bond financing PPP for the design, construction, financing, servicing/maintenance and operation of the Music City complex ( la Cité Musicale ) on an island in the River Seine at Boulogne-Billancourt on the outskirts of Paris. The initial investment costs total 263m of which 127m will be provided by a bank loan to be refinanced by means of a securitisation vehicle once the project has been completed. EXPANSION OF ONEFINESTAY Advised Lifealike Ltd on raising finance through investors and private equity funds in order to establish onefinestay (a luxury private apartment online bookings portal) in Paris following its success in London and New York.

9 REAL ESTATE 9 ASIA REIGNWOOD GROUP, ACQUISITION OF SINGAPORE PROPERTY DEVELOPER Acted for major Chinese conglomerate the Reignwood Group on the acquisition of the share and loan capital of Sardinia Properties Pte, a developer of a high-end property in Singapore known as the Hamilton Scotts. NAVIG8 EUROPE Advised Navig8 Europe on a commercial property transaction in the Thai islands, leading to serious disputes with developers which proceeded to the Board of Trade Arbitration. A SINGAPORE-BASED INVESTMENT COMPANY Advised on lease agreements, management agreements and construction agreements for luxury villas in Phuket. THAI HOTEL OWNERS Advised on disputes under a design-and build construction contract subject to Singapore law and Singapore arbitration including advice on Thai court proceedings arising out of the enforcement of a performance. A US-BASED MANUFACTURER Advised on relocation of leased factory premises arising out of flood damage to factory premises. SALE OF THAI LAND Advised a seller of unimproved land in Thailand on the sale of land held by two companies to a property developer for the intended construction of a residential condominium building. VILLAS IN PHUKET Advised several buyers of units in Phuket on the refinancing of a property developed by Napawan Asia. The buildings were complete and occupied, however the developer had not repaid the bank, which in turn retained a mortgage over the property.

10 10 Watson Farley & Williams REPUTATION RESPONSIVE AND KNOWLEDGEABLE CHAMBERS ASIA PACIFIC 2014 SHORTLISTED: INTERNATIONAL LAW FIRM OF THE YEAR THE LAWYER EUROPEAN AWARDS 2014 THE FREQUENTLY RECOMMENDED HAMBURG OFFICE IMPRESSED AGAIN WITH ITS DYNAMIC EXPANSION. JUVE HANDBUCH 2013/2014 ALWAYS PUTS CLIENTS FIRST. LEGAL 500 UK 2014 TEAM IS RESPONSIVE, EFFICIENT AND STRAIGHTFORWARD, WITH GREAT ATTENTION TO DETAIL. LEGAL 500 UK PHENOMENAL...HAS THE ABILITY TO BYPASS ALL THE BUREAUCRACY. CHAMBERS UK RESPONSIVE, EVEN WHEN UNDER PRESSURE'." LEGAL 500 EMEA 2014 REGULARLY ADVISES FOREIGN INVESTORS AND MULTINATIONAL COMPANIES ON NON-CONTENTIOUS REAL ESTATE WORK INCLUDING PROPERTY SALES AND ACQUISITION TRANSACTIONS AND REAL ESTATE DEVELOPMENTS IN THE INDUSTRIAL, COMMERCIAL AND RESIDENTIAL SECTORS. LEGAL 500 ASIA PACIFIC 2014 THEY DO VERY WELL IN PROVIDING CLIENT CARE; THEY ARE DOWN-TO-EARTH AND FRIENDLY. CHAMBERS ASIA PACIFIC 2014 TEAM GIVES COMMERCIAL, PRAGMATIC ADVICE ON A TIMELY BASIS. LEGAL 500 UK 2014 VERY ENTHUSIASTIC AND KEEN TO PLEASE KEEN TO UNDERSTAND CLIENTS BUSINESSES LEGAL 500 UK 2013

11 REAL ESTATE 11 OUR OFFICES Athens Frankfurt Madrid Paris 6 th Floor, Building B 348 Syngrou Avenue Kallithea , Athens T: Ulmenstraβe Frankfurt am Main T: C/ María de Molina, Madrid T: avenue des Champs-Elysées Paris T: Bangkok Unit 902, 9 th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok Hamburg Jungfernstieg Hamburg T: Milan Piazza del Carmine Milan T: Rome Piazza Navona Rome T: T: Hong Kong Munich Singapore Dubai Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box Dubai Units , One Pacific Place 88 Queensway, Hong Kong T: Gewürzmühlstraβe 11 Courtyard Munich T: Battery Road #28-00 Singapore T: T: London New York 15 Appold Street London EC2A 2HB 250 West 55th Street New York, New York T: T:

12 ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: v1 Watson Farley & Williams 2016 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com