HOSPITALITY RECOGNIZED BY. Our Clients

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1 HOSPITALITY Our Clients Katten represents investors, hotel managers, lenders, developers, franchisees and others in the hospitality industry, including REITS, private equity firms, funds, global lodging chains, boutique establishments, restaurant chains, theme park owners, associations, golf courses, casinos, and resorts. Our Services From representing large international conglomerates to small boutique hotels, to investors and lenders in US, European and other international markets, including Africa, Asia, the Middle East and Australia, Katten understands the unique legal needs and challenges within the hospitality sector. Our strength in the industry is derived from the depth of our experience across multiple practices and our ability to work closely together to promote and advance the interests of our clients, including in Real Estate; Corporate; Litigation and Dispute Resolution; Commercial Finance; Insolvency and Restructuring; and Intellectual Property. Employing a multidisciplinary approach, we take advantage of the vast resources of a large law firm, combined with the cost-effectiveness and agility of a smaller firm. Our approach is practical, not theoretical. Our attorneys have had hands-on experience, including working inhouse at hospitality companies, which has fostered both keen oversight of the broader dynamics in the hospitality industry as well as insight into the full range of day-today operational issues. RECOGNIZED BY Chambers UK o Real Estate: Lower Mid-Market (London (Firms)) 2016 Chambers USA o Real Estate (Nationwide, Illinois) 2015, 2014 o Real Estate: Finance (North Carolina) 2015, 2014 The Legal 500 United Kingdom o Real Estate Commercial Property 2015, 2014 o Real Estate Commercial Property: Hotels and Leisure 2015, 2014 o Real Estate Property Litigation 2014 o Real Estate Property Finance 2015 The Legal 500 United States o Real Estate Team of the Year 2014 o Real Estate and Construction Real Estate 2015, 2014 U.S. News Best Lawyers Best Law Firms o Law Firm of the Year in Real Estate 2014 o Litigation Real Estate (National, New York, Washington, DC) 2016, 2015 o Real Estate Law (National, Charlotte, Chicago, Los Angeles, New York, Washington, DC) 2016, 2015 o Law Firm of the Year in Litigation Real Estate 2016

2 We provide legal services in the main areas of transactions, crisis management and operations that include the following: real estate development finance tax financial services litigation insolvency compliance intellectual property advertising, marketing and promotions privacy, data and cybersecurity social media corporate Transactions Our Hospitality practice encompasses all aspects of deals, financings and tax structures for buyers, sellers, investors, hotel managers and lenders. We are experienced in senior, securitized and mezzanine financing including inter-creditor issues and joint ventures, fractional and whole-ownership, and other structures. Our clients with international interests benefit from our experience in international banking and financial services, global credit facilities, and comprehensive cross-border investment guidance. We understand that there is more to completing a successful transaction than just the deal itself. Our attorneys are highly skilled in negotiating hotel management, operational and franchise agreements around the world. We handle contract negotiation and documentation, due diligence review, constructionrelated work and land use entitlements, and acquisition, development and construction financing. We have extensive experience counseling developers as they interact with public and private agencies, architects and engineers, professional managers, and general contractors. We also offer robust services for protecting and defending our clients' intellectual property, including naming rights, trademark clearance, IP due diligence, and brand, trademark and copyright licensing. In addition, we represent hospitality companies in their initial public offerings (IPOs). Crisis Management Katten attorneys help mitigate risk and provide proactive solutions to any challenges or litigation that our clients may face. Whether it is cybersecurity and data protection, fraud, or anti-bribery investigations or laws, such as the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, we are ready to assist with preparations, internal investigations and responses required. We also are well-versed in issues involving regulatory authorities, such as the Solicitors Regulation Authority (SRA), and can help establish compliance policies. When litigation is necessary, we provide counsel on defaults and breach of contract matters, contract terminations, management and franchise disputes and terminations, and prosecuting property, liability and business interruption insurance claims. Katten is highly experienced in asset-related matters, including distressed real estate asset disputes, out-of-court and incourt restructurings, foreclosures and other real estate litigation, reorganizations, equity and debt recapitalizations, acquisitions and international schemes of arrangement, and dispositions. Our insolvency attorneys regularly represent debtors and creditors in bankruptcies and state court insolvency proceedings, as well as the buyers and sellers of distressed assets. We also understand the importance of our clients' image in the hospitality industry. Our attorneys are experienced counselors in employment policy, reputation management and protecting and litigating brand-related matters, including trade names, trademarks, service marks, trade dress, logos, taglines, slogans, designs and domain names. Operations Our Hospitality practice also provides comprehensive support to address the varied operational needs of our clients. We understand and have extensive first-hand experience in the dynamics of hotel owner and manager relations and each party's particular needs. Additionally, Katten has direct experience in assisting clients with one of the industry's most important functions electronic central reservation systems as well as the implementation of other technology tools.

3 Data protection is critical to the hospitality industry. We help analyze privacy needs and practices in order to draft appropriate privacy policies and help clients avoid theft by implementing appropriate data protection principles and practices, including assisting in the process of vetting vendors and reviewing their practices for administrative, technology and physical security procedures. If and when there is a security breach, we address legal and regulatory requirements while working with our clients' business leadership, technology professionals and media team to implement prompt and appropriate responses. With regards to our hospitality clients' consumer programs, Katten offers trade dress counseling and advertising and promotion materials clearance support. Should an issue arise, we can assist with a variety of advertising disputes, including negotiations, litigation and National Advertising Division (NAD) of the Council of Better Business Bureaus proceedings. Our attorneys also counsel on matters relating to event sponsorships, sweepstakes and contests. In addition, we provide training on social media programs, covering concepts such as developing and administering social media policies and promoting and protecting brands on social media platforms. We help develop social media policies and handle content liability and litigation issues relating to social networks, wikis, blogs and other online media. Our Experience TRANSACTIONS Representation of Hotel Operators Act as regular transaction counsel for a global, publicly held hotel and leisure company in the development and management of hotels in North America and the Caribbean. Act as regular transaction counsel for a US-based, publicly held boutique hotel management company with respect to the management, operation, financing and ownership of hotels worldwide, including in the United States, Canada, Mexico, the Caribbean, Brazil, Russia, India, Qatar, United Arab Emirates, Morocco, England, France, Spain, Japan and Australia. Act as regular transaction counsel for a leading boutique hotel operator on the development and management of hotels in the United States and Europe. Act as regular transaction counsel to a major hotel operator's EMEA development team. Transactions include luxury hotels in Mecca, Riyadh and Jeddah, Saudi Arabia; Istanbul, Turkey; Abu Dhabi and Dubai, United Arab Emirates; Amman, Jordan; Phuket, Thailand; Goa, Jaipur, Noida and Bangalore, India; Lagos, Nigeria; Baku, Azerbaijan; Moscow and Sochi, Russia; Zimbali, South Africa; and Sharm el-sheikh and Cairo, Egypt. Representation of an operator of luxury hotels and resorts in franchise negotiations for a five-star luxury hotel in Mecca, Saudi Arabia. Representation of a full-service management company in entering into a joint venture with a premier specialty retailer of home furnishings and gourmet cookware in the United States to develop a new hotel chain managed by Katten's client featuring one of the retailer's brands. Representation of a boutique hotel management company in the licensing of its premier brand name to a major hotel owner in Las Vegas; the transaction included the early termination and buy-out of an existing restaurant manager and negotiation of new restaurant management agreements. Representation of a global chain of premium, fivestar luxury hotels in connection with strategic discussions with a peer hospitality company. Representation of an operator of luxury hotels and resorts on numerous fractional ownership and whole ownership transactions, including in Manila, Philippines; Dubai, United Arab Emirates; Istanbul and Bodrum, Turkey; Mecca, Saudi Arabia; and Lagos, Nigeria. Representation of an international hotel group in connection with a branded residential development at a proposed business hotel in Marrakech, Morocco. Lead counsel as part of a team of 75 lawyers representing a global, high-end hotel company in connection with the 2 billion restructuring of a hotel group and the acquisition by the client of the hotel group's brand and hotel management business, including 200 million of convertible subordinated debt and management contracts for 135 hotels.

4 Representation of a hotel company in joint venture negotiations with the owner of a collection of unique retreats and luxury hotels in connection with the development of a luxury safari lodge in Kenya. Representation of a leading US hospitality company in connection with local law aspects of hotel management documents for new hotels in Doha and Riyadh. Counsel to a major US-based provider of serviced residential accommodations in the acquisition of leasehold premises in Birmingham, UK, to be operated as its first apart hotel in the UK including regulatory issues and other property level agreements. Counsel to a hospitality subsidiary in the preparation of standard form hotel agreements in Dubai. Representation of various hotel operators in the Middle East in connection with the local law aspects of their hotel management documents. Counsel to one of the world's largest operators on proposed hotel management agreements in Doha. Representation of a large international hospitality company in connection with the terms of a development agreement relating to the expansion of several of its brands in Russia. Representation of one of the world's largest hotel groups in connection with its form of management agreements in India. Representation of a leading hotel operator in connection with licensing and pre-opening requirements in Abu Dhabi and Dubai. Partner with local counsel in European, Asian and Middle Eastern countries in structuring joint venture investments and hotel management service agreements to minimize regional taxation including withholding, VAT and currency exchange taxes through secondment and other arrangements. Performance of due diligence for the owner of numerous all-inclusive Caribbean resorts in the sale of a brand of resorts. Representation of Hotel Owners Representation of an NFL team in the negotiation of a management agreement for a hotel located at its practice facility. Representation of a joint venture in the negotiation of the management agreement for a branded hotel on Chicago's North Shore. Representation of a hotel owner in connection with three hotel management agreements with a thirdparty hotel manager relating to hotels located in New York, New York. Lead transaction counsel to a leading alternative asset manager in connection with the acquisition of a more than 380-room beachfront hotel and casino in Puerto Rico with numerous restaurants and highend retail shops. Katten negotiated the joint venture with one of the largest boutique hotel management companies in the United States and a private equity and investment banking firm. Katten further represents the purchaser/jv entity in connection with all aspects of the acquisition and preparation of the operating documents (e.g., purchase contract, hotel management agreement and financing documents). The transaction was further complicated by various tax concessions granted by the Puerto Rican Tourism Commission, a collective bargaining agreement, a ground-leased parking garage owned by a seller affiliate which is also part of the transaction and a separate 10,000-square-foot condominium unit in a nearby building that is being used for storage. Special consideration was also given to create a separate entity to hold the casino interest. and vacation ownership industries in the acquisition of a leader in resort development, adding 13 new property management arrangements, as well as the acquisition of a leading timeshare expert, adding nine resorts and approximately 25,000 new owners to the client's network. and vacation ownership industries in the acquisition and financing of substantially all of the assets of a timeshare resort company. and vacation ownership industries in its acquisition of one of the largest independent operator of timeshare resorts in the United States. The total transaction size, including assumed debt, was approximately $700 million.

5 Representation of an institutional investor in connection with the sales of five-star hotels. Representation of an institutional investor in connection with the sale of a golf and spa resort property and other hotel and resort properties. sale of a boutique hotel located in Manhattan, New York. acquisition and financing of a 230+-room franchised hotel located on Embassy Row in the District of Columbia. termination of ground lease and sale of property formerly operated as a hotel in New York, New York. acquisition and financing, and eventual sale, of a 230+-room boutique hotel located in Quebec City, Quebec, Canada. ground lease acquisition and financing of a 175+room boutique hotel located in New York, New York. ground lease acquisition and financing of a 125+room boutique hotel located in New York, New York. ground lease acquisition of a 50+-room boutique hotel located in New York, New York. Representation of an international hotel owner and a government-owned investment organization that manages a sovereign wealth fund in the acquisition of landmark luxury hotels in Milan and Rome, Italy; and Paris, France. Representation of the purchaser of an historic luxury hotel in Prague, Czech Republic. Representation of a worldwide investor in luxury hotels and resorts in the refinancing of debt secured by an historic luxury hotel in Paris, France. Representation of a commercial real estate firm in connection with the refinancing of a hotel in Minneapolis. The deal involved a complicated tax credit structure and the complete restructuring of the entities to accommodate mezzanine financing. and vacation ownership industries and its affiliates in a two-year, $125 million conduit financing secured by vacation ownership loans. and vacation ownership industries and its affiliates in the closing of a $470 million senior secured credit facility. and vacation ownership industries and its affiliates in negotiating and closing a four-year, $25 million senior secured revolving credit facility. and vacation ownership industries and its affiliates in negotiating and closing on the issuance of $31 million of 10-year, timeshare loan-backed notes. and vacation ownership industries in a securitization involving the issuance of $260 million in investmentgrade-rated securities. Representation of a leading alternative asset manager in connection with a joint venture between the client and a privately held hotel management company in connection with the refinancing and construction loan for a luxury boutique hotel in Boston, Massachusetts. Representation of an investment management firm in the acquisition of a 30 percent interest in the owner, operator and franchiser of value-priced, extended-stay hotels for a purchase price of $75 million. creation and acquisition of a leasehold interest in New York City property to be developed into a fullservice hotel. Representation of a global investor in the acquisition of, and negotiation of management agreements for, luxury landmark hotels in Paris, France and Geneva, Switzerland.

6 Representation of the owner in the negotiation of management agreements for an historic luxury hotel in Prague, Czech Republic. Representation of the owner in the negotiation of management agreements for a branded hotel in Kampala, Uganda. Representation of the owner in the negotiation of management agreements for an historic luxury hotel in Prague, Czech Republic. Representation of the owner in the negotiation of management agreements for a luxury, five-star resort in Marrakech, Morocco. Representation of the owner in the negotiation of management agreements for a business hotel in Ahmedabad, Gujarat, India. and vacation ownership industries in the closing of its initial public offering of more than 17 million shares of common stock at an initial price of $14 per share. Representation of the owners of a five-star, historic luxury hotel in negotiations with an international hotel group. Representation of the equity partner in the negotiation of a joint venture agreement for a joint venture that will purchase and renovate a branded hotel on Chicago's North Shore. Katten also represents the joint venture in obtaining acquisition and redevelopment financing. Representation of Hotel Lenders Representation of an international provider of banking and financial services in the financing of a hotel in downtown Dubai, United Arab Emirates. Representation of a government-owned investment organization that manages a sovereign wealth fund in the negotiation of a global credit facility secured by six hotels. Lead counsel for an international investments company, as collateral and indenture trustee, in the restructure of more than $140 million in mortgage notes issued by a joint venture and secured by a casino in Nevada. Representation of a leading lender for the US franchise finance market on a series of crosscollateralized loans secured by 13 hotels in Arizona, Ohio and Virginia. Representation of a major financial services corporation in a complex, multi-year workout of a more than $200 million loan secured by more than 90 golf courses across the United States. Representation of a major financial services corporation in connection with a $120 million mortgage loan assumption relating to 21 golf properties across the country. The new borrower is an international group focusing on golf course properties in the United States. Representation of a major financial services corporation in connection with a $115 million mortgage loan to refinance a construction loan relating to a new Houston hotel housed in an historic building. The rehabilitation of the hotel had been financed in part by historic rehabilitation tax credits and various other tax incentive programs. A major focus of the permanent loan negotiations was obtaining a subordination agreement from the holders of the various tax credits. Representation of a major financial services corporation in the acquisition of a $1.3 billion colender interest in the senior loan facility made to finance a global investment and advisory firm's acquisition of an international chain of full-service hotels and resorts. Katten also represented the client in its right to acquire up to an additional $700 million co-lender interest in the senior loan facility. banking and financial services corporation, as administrative agent and lender, in connection with a more than $100 million syndicated term loan to a management services provider and its affiliates. The loan is secured by 10 limited-service brand-name hotels located in California, Florida, New Jersey and Virginia. banking and financial services corporation and a global investment bank in connection with a more than $340 million mortgage loan to subsidiaries of a non-traded REIT, secured by more than 25 hotel properties in 14 states. banking and financial services corporation, as

7 administrative agent and lender, in a widely syndicated real estate loan in the amount of $165 million, secured by 13 hotel assets located in seven states. banking and financial services corporation, as administrative agent and lender, in connection with a $65 million syndicated loan to a lodging development company for the construction of a new luxury hotel in Times Square. banking and financial services corporation, as administrative agent on behalf of a nine-lender syndicate, in connection with the restructuring of a defaulted $160 million credit facility owed by a Las Vegas-based operator of four casinos (one with an adjacent hotel), 40 gaming taverns and a more than 150-location slot-route operation. Of interest, half of the lending syndicate was hedge funds with very different goals than the other half of the syndicate, comprised of institutional banks. banking and financial services holding company in the financing of two boutique hotels located in New York City. The transaction was significant because it combined financing for an existing, stabilized hotel with a construction loan for a new hotel. banking and financial services holding company on a $165 million loan secured by 14 limited service hotels. Representation of an investment advisory firm on behalf of certain Korean investors on a $90 million senior participation in a $180 million mortgage loan on a hotel and casino on the Strip in Las Vegas. Representation of a lender providing a loan on a two-hotel portfolio. Representation of a major global financial services provider in the negotiation of several nondisturbance agreements. Lead counsel to a premier wealth advisory firm as administrative and collateral agent for a $275 million second lien note secured by a casino in Atlantic City. Other Hospitality-Related Representations Representation of a full-service real estate investor in the successful negotiation of the renaming of a theatre, part of a vast Hollywood entertainment complex that hosts a range of prestigious live acts and entertainment events. Representation of a Memphis-based early-stage fast-casual restaurant in two large restructurings, in addition to general ongoing representation. Representation of an indoor cycling chain with 10 locations in New York, Illinois, Florida, Georgia and North Carolina in a strategic investment. Representation of an internationally renowned performing arts venue and creative centre for young people on matters ranging from corporate governance, contractual arrangements for venue hire and performing artist agreements to finance arrangements and real estate development. Representation of a large restaurant and night club operator in Las Vegas on the buyout and relaunch of two major restaurants. OPERATIONS Employment, Benefits and Labor Representation of a well-known international hotel chain in connection with its employment policies for China. Representation of an international hotel group in connection with senior terminations, contract reviews, use of recruitment agencies, general manager issues when deflagging a property, taking on staff from previous operator when taking over a new property and staff issues/resourcing for subcontractors within a property. Representation of a hospitality company that owns and operates boutique hotels with regard to drafting and implementing anti-corruption policies. Trademark Licensing Representation of the owner of numerous allinclusive Caribbean resorts in the creation of licenses for others to use the resort brand in the United States. Provision of advice to a cooperative destination marketing organization focused on visits to the

8 United States regarding trademark and copyright counselling. Implementation of Technologies Provision of assistance to a hospitality company that owns and operates boutique hotels with drafting and negotiating contracts for the design and development of new websites for the company and its individual properties. Provision of assistance to a boutique hotel owner and operator with drafting and negotiating an agreement for an electronic central reservations system and associated products and services. CRISIS MANAGEMENT Litigation Representation of a leading global opportunistic investment manager in a series of disputes with both the manager and a co-owner of a luxury resort in Mexico. This has entailed litigation in state court, federal court and ICC arbitrations. Representation of one of the largest hospitality companies in a large number of disputes arising from franchise terminations across the United States. Provision of assistance to a US-based international hospitality chain in pursuing a damages claim for wrongful and premature termination of a hotel management agreement by the Asian owner. Counsel to an international hotel group in respect of a USD 10 million robbery in the United Kingdom. Data Breach Representation of a boutique hotel management company in responding to a credit card and data breach. Compliance With Anti-Bribery Laws Representation of a publicly held boutique hotel management company with respect to the creation and establishment of an internal compliance policy for the Foreign Corrupt Practices Act and the UK Bribery Act. Provision of ongoing advice to a hospitality company that owns and operates boutique hotels with regard to anti-corruption and compliance issues. Katten also represents the company on OFAC and related sanctions issues. Insolvency Representation of an international hospitality group through a restructuring involving finance, insolvency and restructuring advice across nine countries, including the United States, Asia, Europe and Australia. Counsel to a well-known clearinghouse and other banks on complex real estate issues including reputational issues, restructuring, enforcement and regulatory matters (including Banking Ombudsman and the SRA). Provision of assistance in dealing with a Scheme of Arrangement, originally worth USD 1 billion, in India, the United States and the UK, working with trustees and fifty creditors to reach a successful conclusion. This is the first combined Scheme for secured and unsecured creditors in India. Trademark Protection and Enforcement Representation of the owner of numerous allinclusive Caribbean resorts in numerous US and global trademark enforcement actions and domain name arbitration proceedings protecting the resort brands. Successful representation of the owner of numerous all-inclusive Caribbean resorts regarding trademark infringement in the European Union. Katten obtained an EU-wide injunction against the infringing hotel. Representation of the owner of a chain of branded hotels and resorts regarding intellectual property worldwide, including multiple global trademark enforcement and prosecution matters. Representation of a Canadian travel agency regarding US trademark prosecution and enforcement representation. Representation of the Canadian operator of a Caribbean resort chain regarding US trademark prosecution and enforcement representation. Representation of a US travel agency regarding trademark prosecution and enforcement representation.