CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. LAWYERS :: SAN FRANCISCO BUSINESS LAWYER JEFFER MANGELS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Lawyers BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. BRUCE P. JEFFER :: LOS ANGELES CORPORATE ATTORNEY JEFFER BJeffer@jmbm.com Download VCard. d. 310.201.3501 f. 310.203.0567. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 BRADFORD S. COHEN :: LOS ANGELES, CALIFORNIA TAXATION For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Bradford S. Cohen DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL DSudeck@jmbm.com Download VCard. d. 310.201.3518 f. 310.712.8566. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 LAUREN T. MCKNIGHT :: CALIFORNIA REAL ESTATE ATTORNEY Lauren T. McKnight is an associate in the Firm's Real Estate Group. She advises clients in all aspects of real estate transactions including commercial, industrial and residential acquisitions and dispositions, real-estate secured financing, development, leasing, 1031 exchanges, entity structuring, joint venture formation, and

hospitality.

ANDREW I. SHADOFF :: LOS ANGELES COMMERCIAL LITIGATION AShadoff@jmbm.com Download VCard. d. 310.712.6856 f. 310.712.3330. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters.

RECEIVERSHIP 101

Richard A. Rogan, Esq. 415.398.8080 RRogan@JMBM.com July 2009 RECEIVERSHIP 101: What you need to know now! ©2009 Jeffer Mangels Butler & Marmaro LLP. CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. LAWYERS :: SAN FRANCISCO BUSINESS LAWYER JEFFER MANGELS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Lawyers BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. BRUCE P. JEFFER :: LOS ANGELES CORPORATE ATTORNEY JEFFER BJeffer@jmbm.com Download VCard. d. 310.201.3501 f. 310.203.0567. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 BRADFORD S. COHEN :: LOS ANGELES, CALIFORNIA TAXATION For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Bradford S. Cohen DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL DSudeck@jmbm.com Download VCard. d. 310.201.3518 f. 310.712.8566. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 LAUREN T. MCKNIGHT :: CALIFORNIA REAL ESTATE ATTORNEY Lauren T. McKnight is an associate in the Firm's Real Estate Group. She advises clients in all aspects of real estate transactions including commercial, industrial and residential acquisitions and dispositions, real-estate secured financing, development, leasing, 1031 exchanges, entity structuring, joint venture formation, and

hospitality.

ANDREW I. SHADOFF :: LOS ANGELES COMMERCIAL LITIGATION AShadoff@jmbm.com Download VCard. d. 310.712.6856 f. 310.712.3330. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters.

RECEIVERSHIP 101

Richard A. Rogan, Esq. 415.398.8080 RRogan@JMBM.com July 2009 RECEIVERSHIP 101: What you need to know now! ©2009 Jeffer Mangels Butler & Marmaro LLP. LAWYERS :: SAN FRANCISCO BUSINESS LAWYER JEFFER MANGELS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Lawyers CYBERSECURITY AND PRIVACY GROUP :: CALIFORNIA - Cybersecurity and Privacy Group CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Kerry Shapiro MICHAEL A. GOLD: LOS ANGELES CYBERSECURITY, CORPORATE MGold@jmbm.com Download VCard. d. 310.201.3529 f. 310.712.8529. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 GORDON A. SCHALLER :: ORANGE COUNTY ESTATE PLANNING LAWYER Mr. Schaller is a prominent tax and estate planning attorney in Southern California who has been in practice for over 30 years. Gordon focuses his practice on tax, estate planning, business succession, charitable and wealth management services and trust and estate

litigation.

BRADFORD S. COHEN :: LOS ANGELES, CALIFORNIA TAXATION For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Bradford S. Cohen GUY MAISNIK :: LOS ANGELES COMMERCIAL REAL ESTATE FINANCE Guy Maisnik has over three decades of commercial real estate transactions with a strong expertise in hotels and finance. A partner and Vice Chair of the JMBM Global Hospitality Group®, Guy is a senior member of the JMBM Chinese Investment Group, and a partner in the JMBM Real Estate Department. ANDREW I. SHADOFF :: LOS ANGELES COMMERCIAL LITIGATION AShadoff@jmbm.com Download VCard. d. 310.712.6856 f. 310.712.3330. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters. GUARANTIES 101: WHAT IS A CONTINUING GUARANTY? WHAT IS THE Payment of most commercial loans to small businesses is personally guarantied by the owners of the business. While there is no hard and fast rule as to when a commercial loan must be guarantied, most lenders ask for the owners to guaranty payment of credit extended to a corporate or limited liability company (“LLC”) borrower. CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL David has particular expertise in the negotiation and drafting of hotel management agreements. David has significant experience in real estate finance, including traditional construction and permanent financing, PACE financing, EB-5 financing, and mezzanine/preferred equity financing. A number of these financings involved the

structuring and

TIMOTHY LAPPEN :: LOS ANGELES FAMILY BUSINESS LAWYER Timothy Lappen. e. TLappen@jmbm.com. Tim Lappen's practice, spanning more than 40 years, emphasizes representing clients as their outside general counsel in virtually any legal matter of importance to them, anywhere in the world. Tim’s work involves myriad family office matters, luxury homes, business, general residential and commercial

real

VINCE FARHAT :: CALIFORNIA LITIGATION ATTORNEY JEFFER Vince Farhat is a partner in JMBM's Los Angeles office and chair of the White Collar Defense and Investigations practice. Vince has extensive jury trial experience and focuses his practice on representing companies and individuals in criminal and civil investigations and prosecutions by government enforcement agencies, as well as complex federal litigation. GUY MAISNIK :: LOS ANGELES COMMERCIAL REAL ESTATE FINANCE Guy Maisnik has over three decades of commercial real estate transactions with a strong expertise in hotels and finance. A partner and Vice Chair of the JMBM Global Hospitality Group®, Guy is a senior member of the JMBM Chinese Investment Group, and a partner in the JMBM Real Estate Department. WILLIAM F CAPPS LOS ANGELES CORPORATE GOVERNANCE M&A Bill Capps is a partner and chairman of the Corporate Department. Bill represents some of the Firm's higher visibility corporate, insurance and banking clients in many business matters, with particular emphasis on securities matters (including mergers and acquisitions and representation of Special Committees), corporate governance (including for international nonprofit corporations TREVOR BYRON COUNTRYMAN :: CALIFORNIA REAL ESTATE ATTORNEY Trevor Countryman is an associate in the firm’s Real Estate Department. He advises clients in all aspects of real estate transactions including property acquisitions and dispositions, financing, leasing, development and construction. Trevor’s clients range from large funds to individual developers and opportunistic investors, engaged in MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters. CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL David has particular expertise in the negotiation and drafting of hotel management agreements. David has significant experience in real estate finance, including traditional construction and permanent financing, PACE financing, EB-5 financing, and mezzanine/preferred equity financing. A number of these financings involved the

structuring and

TIMOTHY LAPPEN :: LOS ANGELES FAMILY BUSINESS LAWYER Timothy Lappen. e. TLappen@jmbm.com. Tim Lappen's practice, spanning more than 40 years, emphasizes representing clients as their outside general counsel in virtually any legal matter of importance to them, anywhere in the world. Tim’s work involves myriad family office matters, luxury homes, business, general residential and commercial

real

VINCE FARHAT :: CALIFORNIA LITIGATION ATTORNEY JEFFER Vince Farhat is a partner in JMBM's Los Angeles office and chair of the White Collar Defense and Investigations practice. Vince has extensive jury trial experience and focuses his practice on representing companies and individuals in criminal and civil investigations and prosecutions by government enforcement agencies, as well as complex federal litigation. GUY MAISNIK :: LOS ANGELES COMMERCIAL REAL ESTATE FINANCE Guy Maisnik has over three decades of commercial real estate transactions with a strong expertise in hotels and finance. A partner and Vice Chair of the JMBM Global Hospitality Group®, Guy is a senior member of the JMBM Chinese Investment Group, and a partner in the JMBM Real Estate Department. WILLIAM F CAPPS LOS ANGELES CORPORATE GOVERNANCE M&A Bill Capps is a partner and chairman of the Corporate Department. Bill represents some of the Firm's higher visibility corporate, insurance and banking clients in many business matters, with particular emphasis on securities matters (including mergers and acquisitions and representation of Special Committees), corporate governance (including for international nonprofit corporations TREVOR BYRON COUNTRYMAN :: CALIFORNIA REAL ESTATE ATTORNEY Trevor Countryman is an associate in the firm’s Real Estate Department. He advises clients in all aspects of real estate transactions including property acquisitions and dispositions, financing, leasing, development and construction. Trevor’s clients range from large funds to individual developers and opportunistic investors, engaged in MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters. BRUCE P. JEFFER :: LOS ANGELES CORPORATE ATTORNEY JEFFER Bruce P. Jeffer. e. BJeffer@jmbm.com. Bruce Jeffer is one of Southern California's most prominent corporate attorneys. His practice emphasizes mergers and acquisitions, energy transactions and federal and state securities transactions, including all forms of tax-advantaged investments. Bruce is experienced in representing oil

and gas companies

WILLIAM F CAPPS LOS ANGELES CORPORATE GOVERNANCE M&A Bill Capps is a partner and chairman of the Corporate Department. Bill represents some of the Firm's higher visibility corporate, insurance and banking clients in many business matters, with particular emphasis on securities matters (including mergers and acquisitions and representation of Special Committees), corporate governance (including for international nonprofit corporations BENJAMIN M. REZNIK :: LOS ANGELES, CALIFORNIA ZONING Benjamin M. Reznik. e. BReznik@jmbm.com. As Chair of the Firm's Government, Land Use, Environment and Energy Department, and head of its Legal Cannabis Practice Group, Benjamin (Ben) Reznik's practice emphasizes real estate development entitlements, zoning and environment issues, including frequent appearances before city planning commissions GORDON A. SCHALLER :: ORANGE COUNTY ESTATE PLANNING LAWYER Gordon A. Schaller. e. GSchaller@jmbm.com. Mr. Schaller is a prominent tax and estate planning attorney in Southern California who has been in practice for over 30 years. Gordon focuses his practice on tax, estate planning, business succession, charitable and VINCE FARHAT :: CALIFORNIA LITIGATION ATTORNEY JEFFER Vince Farhat is a partner in JMBM's Los Angeles office and chair of the White Collar Defense and Investigations practice. Vince has extensive jury trial experience and focuses his practice on representing companies and individuals in criminal and civil investigations and prosecutions by government enforcement agencies, as well as complex federal litigation. JOSHUA HAEVERNICK :: LOS ANGELES CONSTRUCTION DEFECT Joshua Haevernick. e. JHaevernick@jmbm.com. Josh Haevernick is an associate in JMBM's San Francisco office. His practice focuses on general commercial litigation, and he has been involved in litigation in state and federal courts on a range of matters. Josh additionally has experience in creditors’ rights and lender liability cases,

business

BARBRA A. ARNOLD :: LOS ANGELES EMPLOYMENT LAWYER JEFFER Barbra Arnold has over ten years of experience representing management in all facets of labor and employment law, including claims of discrimination, harassment, retaliation, wrongful termination, unfair competition, trades secrets, collective bargaining with unions and wage and hour law including class actions relating to failure to pay overtime, and meal and rest period claims. LAUREN T. MCKNIGHT :: CALIFORNIA REAL ESTATE ATTORNEY Lauren T. McKnight is an associate in the Firm's Real Estate Group. She advises clients in all aspects of real estate transactions including commercial, industrial and residential acquisitions and dispositions, real-estate secured financing, development, leasing, 1031 exchanges, entity structuring, joint venture formation, and

hospitality.

ANDREW I. SHADOFF :: LOS ANGELES COMMERCIAL LITIGATION AShadoff@jmbm.com Download VCard. d. 310.712.6856 f. 310.712.3330. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 IRS TO HELP TRADEMARK LICENSOR 24 les Nouvelles IRS To Help Trademark Licensor ompanies regularly enter into trademark licenses to obtain the right to use a trade-mark in connection with the production, CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. TIMOTHY LAPPEN :: LOS ANGELES FAMILY BUSINESS LAWYER Timothy Lappen. e. TLappen@jmbm.com. Tim Lappen's practice, spanning more than 40 years, emphasizes representing clients as their outside general counsel in virtually any legal matter of importance to them, anywhere in the world. Tim’s work involves myriad family office matters, luxury homes, business, general residential and commercial

real

DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL David has particular expertise in the negotiation and drafting of hotel management agreements. David has significant experience in real estate finance, including traditional construction and permanent financing, PACE financing, EB-5 financing, and mezzanine/preferred equity financing. A number of these financings involved the

structuring and

GUY MAISNIK :: LOS ANGELES COMMERCIAL REAL ESTATE FINANCE Guy Maisnik has over three decades of commercial real estate transactions with a strong expertise in hotels and finance. A partner and Vice Chair of the JMBM Global Hospitality Group®, Guy is a senior member of the JMBM Chinese Investment Group, and a partner in the JMBM Real Estate Department. WILLIAM F CAPPS LOS ANGELES CORPORATE GOVERNANCE M&A Bill Capps is a partner and chairman of the Corporate Department. Bill represents some of the Firm's higher visibility corporate, insurance and banking clients in many business matters, with particular emphasis on securities matters (including mergers and acquisitions and representation of Special Committees), corporate governance (including for international nonprofit corporations MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters.

RECEIVERSHIP 101

Richard A. Rogan, Esq. 415.398.8080 RRogan@JMBM.com July 2009 RECEIVERSHIP 101: What you need to know now! ©2009 Jeffer Mangels Butler & Marmaro LLP. GUARANTIES 101: WHAT IS A CONTINUING GUARANTY? WHAT IS THE Payment of most commercial loans to small businesses is personally guarantied by the owners of the business. While there is no hard and fast rule as to when a commercial loan must be guarantied, most lenders ask for the owners to guaranty payment of credit extended to a corporate or limited liability company (“LLC”) borrower. CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. TIMOTHY LAPPEN :: LOS ANGELES FAMILY BUSINESS LAWYER Timothy Lappen. e. TLappen@jmbm.com. Tim Lappen's practice, spanning more than 40 years, emphasizes representing clients as their outside general counsel in virtually any legal matter of importance to them, anywhere in the world. Tim’s work involves myriad family office matters, luxury homes, business, general residential and commercial

real

DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL David has particular expertise in the negotiation and drafting of hotel management agreements. David has significant experience in real estate finance, including traditional construction and permanent financing, PACE financing, EB-5 financing, and mezzanine/preferred equity financing. A number of these financings involved the

structuring and

GUY MAISNIK :: LOS ANGELES COMMERCIAL REAL ESTATE FINANCE Guy Maisnik has over three decades of commercial real estate transactions with a strong expertise in hotels and finance. A partner and Vice Chair of the JMBM Global Hospitality Group®, Guy is a senior member of the JMBM Chinese Investment Group, and a partner in the JMBM Real Estate Department. WILLIAM F CAPPS LOS ANGELES CORPORATE GOVERNANCE M&A Bill Capps is a partner and chairman of the Corporate Department. Bill represents some of the Firm's higher visibility corporate, insurance and banking clients in many business matters, with particular emphasis on securities matters (including mergers and acquisitions and representation of Special Committees), corporate governance (including for international nonprofit corporations MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNING Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters.

RECEIVERSHIP 101

Richard A. Rogan, Esq. 415.398.8080 RRogan@JMBM.com July 2009 RECEIVERSHIP 101: What you need to know now! ©2009 Jeffer Mangels Butler & Marmaro LLP. GUARANTIES 101: WHAT IS A CONTINUING GUARANTY? WHAT IS THE Payment of most commercial loans to small businesses is personally guarantied by the owners of the business. While there is no hard and fast rule as to when a commercial loan must be guarantied, most lenders ask for the owners to guaranty payment of credit extended to a corporate or limited liability company (“LLC”) borrower. LAWYERS :: SAN FRANCISCO BUSINESS LAWYER JEFFER MANGELS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Lawyers MERGERS & ACQUISITIONS :: CALIFORNIA MERGERS Getting the deal done . JMBM represents buyers and sellers in a wide variety of mergers, acquisitions and divestitures. Our lawyers provide start-to-finish assistance with the structuring, negotiation, documentation and closing of the deal, using the firm’s full resources for everything from due diligence to tax-efficient deal

structures.

BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on BRUCE P. JEFFER :: LOS ANGELES CORPORATE ATTORNEY JEFFER Bruce P. Jeffer. e. BJeffer@jmbm.com. Bruce Jeffer is one of Southern California's most prominent corporate attorneys. His practice emphasizes mergers and acquisitions, energy transactions and federal and state securities transactions, including all forms of tax-advantaged investments. Bruce is experienced in representing oil

and gas companies

BARBRA A. ARNOLD :: LOS ANGELES EMPLOYMENT LAWYER JEFFER Barbra Arnold has over ten years of experience representing management in all facets of labor and employment law, including claims of discrimination, harassment, retaliation, wrongful termination, unfair competition, trades secrets, collective bargaining with unions and wage and hour law including class actions relating to failure to pay overtime, and meal and rest period claims. LAUREN T. MCKNIGHT :: CALIFORNIA REAL ESTATE ATTORNEY Lauren T. McKnight is an associate in the Firm's Real Estate Group. She advises clients in all aspects of real estate transactions including commercial, industrial and residential acquisitions and dispositions, real-estate secured financing, development, leasing, 1031 exchanges, entity structuring, joint venture formation, and

hospitality.

TREVOR BYRON COUNTRYMAN :: CALIFORNIA REAL ESTATE ATTORNEY Trevor Countryman is an associate in the firm’s Real Estate Department. He advises clients in all aspects of real estate transactions including property acquisitions and dispositions, financing, leasing, development and construction. Trevor’s clients range from large funds to individual developers and opportunistic investors, engaged in HOTEL LIABILITY FOR GUEST INFORMATION -- WHAT YOU NEED TO Hotel Lawyer on hotels' liability for failure to protect hotel guests personal identities My partner Robert Braun advises hotel owners in a wide range of operational issues, including information management. Because of the ubiquitous use of credit cards by hotel guests during a stay, as well as the growing demand for WiFi availability, hotels have been increasingly targeted by identity thieves. ADA DEFENSE LAWYER: EMOTIONAL SUPPORT ANIMALS CANNOT FLY Martin H. Orlick is one of the top ADA defense lawyers in the country. He has helped hotels, restaurants, retailers, banks and other commercial property owners defend more than 600 ADA cases. In addition to defending lawsuits and governmental investigations, Marty’s team of ADA specialists focuses on enterprise-wide ADA compliance and litigation prevention, including facilities, website and CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL David has particular expertise in the negotiation and drafting of hotel management agreements. David has significant experience in real estate finance, including traditional construction and permanent financing, PACE financing, EB-5 financing, and mezzanine/preferred equity financing. A number of these financings involved the

structuring and

BRUCE P. JEFFER :: LOS ANGELES CORPORATE ATTORNEY JEFFERBRUCE JEFFERS BOWLING GREENBRUCE JEFFERS COMMISSIONERJEFFER MANGELS Bruce P. Jeffer. e. BJeffer@jmbm.com. Bruce Jeffer is one of Southern California's most prominent corporate attorneys. His practice emphasizes mergers and acquisitions, energy transactions and federal and state securities transactions, including all forms of tax-advantaged investments. Bruce is experienced in representing oil

and gas companies

TREVOR BYRON COUNTRYMAN :: CALIFORNIA REAL ESTATE ATTORNEY Trevor Countryman is an associate in the firm’s Real Estate Department. He advises clients in all aspects of real estate transactions including property acquisitions and dispositions, financing, leasing, development and construction. Trevor’s clients range from large funds to individual developers and opportunistic investors, engaged in ANDREW I. SHADOFF :: LOS ANGELES COMMERCIAL LITIGATION AShadoff@jmbm.com Download VCard. d. 310.712.6856 f. 310.712.3330. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 ANDREW K. STEENBOCK :: CA ESTATE PLANNING TRUST Andrew K. Steenbock is a partner in the Los Angeles office and is a member of the Firm’s Trusts and Estates department. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law.Andrew's practice focuses on all aspects of wealth transfer planning, including estate and gift tax planning, charitable MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNINGLOS ANGELES ESTATE PLANNING ATTORNEYLOS ANGELES ESTATE PLANNING COUNCILLOS ANGELES PLANNING COMMISSIONLOS ANGELES PLANNING DEPARTMENTLOS ANGELES PLANNING DEPTLOS ANGELES PLANNING MAP Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters. GUARANTIES 101: WHAT IS A CONTINUING GUARANTY? WHAT IS THE Payment of most commercial loans to small businesses is personally guarantied by the owners of the business. While there is no hard and fast rule as to when a commercial loan must be guarantied, most lenders ask for the owners to guaranty payment of credit extended to a corporate or limited liability company (“LLC”) borrower. CONDO HOTEL LAWYER: THE "SPLITS" -- ONE SIZE DOES NOT FIT As hospitality lawyers and business advisors, my partners and I spend a lot of time with our hotel developer clients determining the appropriate "splits" for their condo hotel projects. How to split -- or divide -- revenues earned from renting a condo unit between the unit owner, the hotel operator, and other stakeholders, is critical to a condo hotel's success. CALIFORNIA BUSINESS LAWYERS JEFFER MANGELS BUTLERLAWYERSPARALEGALSSERVICESINDUSTRIESOUR FIRMPUBLICATIONS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on DAVID A. SUDECK LOS ANGELES HOTEL RESTAURANT EB-5 REAL David has particular expertise in the negotiation and drafting of hotel management agreements. David has significant experience in real estate finance, including traditional construction and permanent financing, PACE financing, EB-5 financing, and mezzanine/preferred equity financing. A number of these financings involved the

structuring and

BRUCE P. JEFFER :: LOS ANGELES CORPORATE ATTORNEY JEFFERBRUCE JEFFERS BOWLING GREENBRUCE JEFFERS COMMISSIONERJEFFER MANGELS Bruce P. Jeffer. e. BJeffer@jmbm.com. Bruce Jeffer is one of Southern California's most prominent corporate attorneys. His practice emphasizes mergers and acquisitions, energy transactions and federal and state securities transactions, including all forms of tax-advantaged investments. Bruce is experienced in representing oil

and gas companies

TREVOR BYRON COUNTRYMAN :: CALIFORNIA REAL ESTATE ATTORNEY Trevor Countryman is an associate in the firm’s Real Estate Department. He advises clients in all aspects of real estate transactions including property acquisitions and dispositions, financing, leasing, development and construction. Trevor’s clients range from large funds to individual developers and opportunistic investors, engaged in ANDREW I. SHADOFF :: LOS ANGELES COMMERCIAL LITIGATION AShadoff@jmbm.com Download VCard. d. 310.712.6856 f. 310.712.3330. 1900 Avenue of the Stars 7th Floor Los Angeles, California 90067 ANDREW K. STEENBOCK :: CA ESTATE PLANNING TRUST Andrew K. Steenbock is a partner in the Los Angeles office and is a member of the Firm’s Trusts and Estates department. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law.Andrew's practice focuses on all aspects of wealth transfer planning, including estate and gift tax planning, charitable MEGAN FERKEL EARHART :: LOS ANGELES ESTATE PLANNINGLOS ANGELES ESTATE PLANNING ATTORNEYLOS ANGELES ESTATE PLANNING COUNCILLOS ANGELES PLANNING COMMISSIONLOS ANGELES PLANNING DEPARTMENTLOS ANGELES PLANNING DEPTLOS ANGELES PLANNING MAP Megan Ferkel Earhart is an associate with the Firm's Taxation and Trusts and Estates Groups. JMBM’s Trusts & Estates Group is recognized by U.S. News & World Report / Best Law Firms® with a National First Tier ranking in Trusts & Estates Law. Her practice includes estate planning, probate, trust administration and related income, gift and estate tax matters. GUARANTIES 101: WHAT IS A CONTINUING GUARANTY? WHAT IS THE Payment of most commercial loans to small businesses is personally guarantied by the owners of the business. While there is no hard and fast rule as to when a commercial loan must be guarantied, most lenders ask for the owners to guaranty payment of credit extended to a corporate or limited liability company (“LLC”) borrower. CONDO HOTEL LAWYER: THE "SPLITS" -- ONE SIZE DOES NOT FIT As hospitality lawyers and business advisors, my partners and I spend a lot of time with our hotel developer clients determining the appropriate "splits" for their condo hotel projects. How to split -- or divide -- revenues earned from renting a condo unit between the unit owner, the hotel operator, and other stakeholders, is critical to a condo hotel's success. LAWYERS :: SAN FRANCISCO BUSINESS LAWYER JEFFER MANGELS For 35 years, Jeffer Mangels Butler & Mitchell LLP has provided clients with results—successfully resolving cases, closing deals, protecting assets, and adding value. - Lawyers CALIFORNIA LAND USE ENVIRONMENTAL MINING LAWYER JEFFER KShapiro@jmbm.com. Kerry Shapiro chairs the Firm’s Natural Resources and Mining Group and co-chairs its Construction and Building Materials Group. He also leads the Firm’s Government, Land Use, Environment and Energy Department in the San Francisco office. He has represented the mining, construction and building materials industries on BURTON A. MITCHELL :: LA ESTATE PLANNING AND TRUST LAW Burton Mitchell is chair of the Firm's Taxation and Trusts & Estates Group. Burton's practice spans more than 30 years and focuses on taxation, estate planning, probate, trust law and administration, trust disputes, non-profit entities, and tax-effective financial planning within a family. BARBRA A. ARNOLD :: LOS ANGELES EMPLOYMENT LAWYER JEFFER Barbra Arnold has over ten years of experience representing management in all facets of labor and employment law, including claims of discrimination, harassment, retaliation, wrongful termination, unfair competition, trades secrets, collective bargaining with unions and wage and hour law including class actions relating to failure to pay overtime, and meal and rest period claims. LAUREN T. MCKNIGHT :: CALIFORNIA REAL ESTATE ATTORNEY Lauren T. McKnight is an associate in the Firm's Real Estate Group. She advises clients in all aspects of real estate transactions including commercial, industrial and residential acquisitions and dispositions, real-estate secured financing, development, leasing, 1031 exchanges, entity structuring, joint venture formation, and

hospitality.

JOSHUA HAEVERNICK :: LOS ANGELES CONSTRUCTION DEFECT Joshua Haevernick. e. JHaevernick@jmbm.com. Josh Haevernick is an associate in JMBM's San Francisco office. His practice focuses on general commercial litigation, and he has been involved in litigation in state and federal courts on a range of matters. Josh additionally has experience in creditors’ rights and lender liability cases,

business

VINCE FARHAT :: CALIFORNIA LITIGATION ATTORNEY JEFFER Vince Farhat is a partner in JMBM's Los Angeles office and chair of the White Collar Defense and Investigations practice. Vince has extensive jury trial experience and focuses his practice on representing companies and individuals in criminal and civil investigations and prosecutions by government enforcement agencies, as well as complex federal litigation. WILLIAM F CAPPS LOS ANGELES CORPORATE GOVERNANCE M&A Bill Capps is a partner and chairman of the Corporate Department. Bill represents some of the Firm's higher visibility corporate, insurance and banking clients in many business matters, with particular emphasis on securities matters (including mergers and acquisitions and representation of Special Committees), corporate governance (including for international nonprofit corporations DANIEL F. FREEDMAN :: LOS ANGELES LAND USE AND Daniel F. Freedman is a partner in the firm's Government, Land Use, Environment and Energy practice, where he assists clients on matters relating to real estate development, zoning, land use entitlements, and compliance with complex local, state and federal regulations such as CEQA, NEPA, California Coastal Act, federal and state housing laws and historic designation regulations. GUARANTIES 101: WHAT IS A CONTINUING GUARANTY? WHAT IS THE Payment of most commercial loans to small businesses is personally guarantied by the owners of the business. While there is no hard and fast rule as to when a commercial loan must be guarantied, most lenders ask for the owners to guaranty payment of credit extended to a corporate or limited liability company (“LLC”) borrower.

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