Mitchell M. Chupack

*** ******* *****

Pacific Palisades, California 90272

310-***-**** • adakqv@r.postjobfree.com

PROFESSIONAL EXPERIENCE

American International Group (NYSE/AIG) (Los Angeles, CA) - General Counsel, Managing Director, Global Real Estate Affordable Housing November 2012 – Present

Manage broad range of investment compliance, corporate governance, and risk matters, as well as legal department including attorney and paralegal staff of 7 direct reports.

Develop federal and multi-state regulatory compliance protocols related to 1940 Investment Advisors Act, Volker Rule, FCPA, OFAC, and federal and state blue sky securities regulations related to equity investments and sales of multi-family LIHTCs and commercial state historic rehabilitation tax credits.

Develop “Know Your Counter Party” and Dodd-Frank compliance protocols.

Manage regulatory consolidation and mergers of various AIG real estate investment entities.

Identify operation and enterprise risk management issues within the business.

Work with acquisitions and portfolio management business teams to identify and close market rate commercial real estate transactions, multi-family real estate transactions, state and federal affordable housing and historic rehabilitation tax credit syndications and refinance and dispose of existing real estate portfolio assets.

Manage various corporate secretarial insurance and federal SIFI regulatory matters for over 1600 affiliate and subsidiary entities, and complete regulatory reporting.

Mange outside litigation, regulatory, compliance and transaction counsel. Schwartz & Janzen LLP (Los Angeles, CA) - Of counsel, specializing in real estate, construction, and litigation January 2011 - November 2012.

Counseled clients regarding real estate structures, commercial and residential landlord, leasing, construction and day-to-day management operations, including risk management construction standards, OSHA, and government regulatory matters.

Negotiated real estate matters including real estate purchase, sale, leasing, financing, workouts, construction contracts (public and private; design professional agreements, general contractor, construction manager, subcontractor and supplier agreements).

Represented developers, lenders, contractors, and design professionals.

Conducted regulatory compliance reviews of real estate operations, risk management, product advertising and employment.

The Ryland Group (Calabasas, CA)

Vice President, Financial Services Regulatory Counsel, January 2008 – January 2011 Ryland Real Estate Operations Counsel, October 2004 - January 2008

Established mortgage and builder business unit compliance procedures for new TILA, ECOA, HMDA, FCRA, Dodd-Frank, and RESPA regulations reducing parent and subsidiary risk exposure to individual and class action consumer claims and regulatory compliance actions.

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Management regulatory liaison to mortgage insurance carriers, investors and state and federal regulators; Achieved superior regulatory origination and licensing audit review results, eliminating $250,000 in penalties annually.

Counseled mortgage, and title insurance units, concerning regulatory compliance matters, litigation, loan foreclosures and foreclosure workouts, lender loan re- purchases and loan indemnifications, marketing, branding, and intellectual property matters and negotiated agreements in those areas.

Lead management role organizing and establishing real estate business unit reporting protocol for corporate legal department concerning operations and risk management.

Managed all legal affairs for home-building operations in Washington, Oregon, California, Arizona, Nevada, Colorado, Texas and Utah.

Structured land purchases with corporate, region and local business units, and legal and accounting teams ensuring audit compliance.

Established due diligence and environmental review compliance procedures for business units. Coordinated procedures with corporate legal department and corporate audit requirements. Trained business units on reporting procedures.

Provided accounting with monthly, quarterly and annual projected legal expense forecasts associated with acquisitions, sales, environmental remediation, litigation and regulatory agreements with government agencies and real estate companies.

Coordinated and negotiated infrastructure bond financing, and environmental remediation with government agencies.

Prepared/structured/negotiated land contracts, partnership and joint venture agreements with master developers and lot purchase builders.

Prepared master planned communities and subdivisions documentation.

Handled major customer service warranty issues.

Reviewed marketing, branding, advertising and intellectual property issues for legal compliance; Prepared compliance manual. Provided marketing regulations training.

Assisted corporate office with generalist matters related to audits, accounting, risk management, advertising, annual meeting and employment issues. Glaser, Weil, Fink, Howard, Jacobs, Avchen & Shapiro LLP (Los Angeles, CA) Real Estate and Finance Partner 2000-2004; Associate 1996–2000;

Structured, negotiated, documented and closed complex commercial and residential real property acquisitions, sales, construction, leasing and lending matters concerning multi–family developments, public and private lenders, hotels/hospitality companies, retail center developments, casinos, motion picture studios, REITS, golf course ventures, landfills, distilleries, tank farms and other industrial and commercial office campus properties with values between $10,000,000 and $80,000,000.

Represented clients in ad valorem tax matters related to real estate development and operations.

Kirtland & Packard (Los Angeles, CA)

Litigation Associate, 1994–1996

Practice included litigation in the areas of products liability and construction defects. 3

Rexford Development Group (Los Angeles, CA)

Vice President, Development and Portfolio Management, 1987–1994

Managed multi-family portfolio, financing, leasing, development, construction, forward planning, entitlement, subdivision, subcontracting/bidding and supervised construction operations, hired staff, and reviewed financial statements. Worked with DHUD regarding compliance with Section 236 low income housing contracts. EDUCATION

Boalt Hall School of Law, University of California, Berkeley - Juris Doctor, 1987. University Of California at Los Angeles - B.A, History, 1984. PROFESSIONAL ASSOCIATIONS

Member, LA County Bar Association;

Board of Directors, Meritas Law Firms Worldwide;

Member, Association of Corporate Counsel

PRO BONO ACTIVITIES

Anti-Defamation League Legal Advisory Board;

Board of Directors and Youth Mentor Instructor, Boarding House Mentors; Patron, Friends of Film Pacific Palisades Film Festival. BAR ADMISSION

California Supreme Court

U.S. Supreme Court

Federal District Court for the Central District of California U.S. Court of Claims.

PROFESSIONAL LICENSES

California State Bar Admitted 1992 – Active

California Department of Real Estate, Real Estate Broker 1990 - Active RECENT SPEAKING ENGAGEMENTS

IPED Historic Rehabilitation Tax Credit Conference, Boston, MA – June 2015

AIG Real Estate Investment Conference, Boston, MA – May 2015

AIG Leadership Conference, New York, NY – June 2015

Boarding House Mentors Benefit, Los Angeles, CA – August 2015 4

LIST OF ADDITIONAL REPRESENTATIVE MATTERS - MITCHELL M. CHUPACK IN - HOUSE EXPERIENCE

AIG

o Negotiated with Developer and Investors for complex $100,000,000 State and Federal Historic Tax Credit Equity Investments and Syndication for Ritz Carlton Hotel Asset Re-Development, New Orleans, Louisiana. o Negotiated $25,000,000 State and Federal Historic Tax Credit Equity and Syndication transaction for RJ Reynolds Historic Corporate Headquarters Hotel and Apartment renovation.

o Negotiated Ritz Carlton Hotel asset $100,000,000 commercial mortgage re-finance. o Negotiate $32,000,000 State and Federal Tax Credit Equity Investment development and renovation of historic French Quarter Warehouse, New Orleans, Louisiana. o Prepare various federal and state tax law memoranda and company internal policies regarding real estate historic rehabilitation tax rules for institutional tax credit equity investments.

o Prepare Volker Rule memoranda and company protocol concerning regulatory exclusion of low income housing tax credit development portfolio. o Prepare securities law memoranda and company policy on SEC and Blue Sky regulations affecting real estate based tax credit syndications. o Develop SIFI OFAC, Know Your Counter-Party, human trafficking, due diligence and entity management compliance policies for AIG Global Real Estate Affordable Housing Group.

o Develop internal compliance policies for approval and execution of business transactions.

The Ryland Group

Successfully handled legal matters related to approximately $400,000,000 annual capital deployment and reduction of business operational risk for 12 business units. Highlights: o Negotiated infrastructure, finished lot and raw land $45,000,000 acquisition transaction documents in Denver and Boulder Colorado for master planned communities.

Negotiated master builder participation agreement and other joint venture agreements, community CC&Rs including road and exclusive use easements, customer sales documents/disclosures, property management agreements with management companies and the master builder for subdivision common area management.

Coordinated with company accountants to use GAAP participation agreement definitions to reduce profit participation calculation disputes with the master developer lot purchasers.

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o Negotiated/drafted $100,000,000 infrastructure, finished lot and raw land transactions in Sacramento, Riverside, San Bernardino, and San Diego for master planned communities.

Company liaison to government agencies concerning infrastructure bonds, forward planning and entitlements for master planned communities; Negotiated/drafted CC&Rs, easements, condemnations concerning adjacent property for public improvements.

Coordinate with bond counsel and negotiate with municipalities for bond financing to construct road and bridge improvements and formation of improvement districts.

Negotiated master builder participation agreements and various customer sales documents and disclosures.

Reviewed environmental remediation to assure that the petroleum/groundwater remediation was completed in accordance with environmental regulations.

o Negotiated $55,000,000 infrastructure, finished lot and raw land transactions in Las Vegas, Nevada.

Represented company before government agencies and master builder joint venture participants concerning forward planning and entitlements for one of the largest master planned communities in the United States.

Negotiated with water agency regarding water rights.

Reviewed finance documents from large private and public equity lenders to finance the joint venture

Negotiated CC&Rs, and mutual builder easements concerning adjacent property for public and private improvements

Negotiated joint venture agreement with multiple home-building companies.

Reviewed environmental issues regarding U.S. BLM and EPA endangered species regulations.

Prepared mechanic’s lien agreements regarding improvements to optioned land.

Negotiated with lender and builders to ensure that joint payment and completion guarantees did not conflict with pre-existing third party company finance covenants.

Counseled senior management on major private and government investor and mortgage insurer loan portfolio workouts, successfully reducing non-performing loan re-purchase and indemnification obligations over 3 years by approximately $36,000,000 and reducing loss reserves. Highlights included the following:

o Negotiated loan indemnifications and repurchase agreements with Bank of America, Wells Fargo, Chase, FNMA and Freddie Mac regarding non-performing loans; Lowered projected loss reserves based upon agreements that required indemnification for performing loans which were non-compliant; Lowered loss reserves by providing private and government investors and insurers with original 6

loan files containing all proper loan documents and negating allegations that loans were non-performing due to documentation errors.

Reduced company acquisition risk by adopting region wide land acquisition procedures for due diligence, title and environmental review, financing and entitlements. Highlights included:

o Standardized land acquisition due diligence; Drafted due diligence policy manual and conducted training sessions nationally with business units to familiarize managers and staff with uniform due diligence policies to reduce loss risk from title, environmental and financial / joint venture issues not fully disclosed prior to purchase.

Managed environmental remediation issues and customer service complaints associated with building operations. Highlights included:

o Coordinated remediation of Seller’s groundwater contamination in Alameda, CA following closing, development and sale of home community. Developed remediation protocol in conjunction with environmental engineer and outside counsel; Negotiated monitoring and clean-up with Water Resources Control Board. o Coordinated independent environmental review of environmental cleanup of Aurora, CO Air Force Gunnery Range. Conduct environmental review of lead and live ammunition cleanup of master-planned community site as part of due diligence. o Coordinated environmental review of Phoenix, AZ dairy and swine Farm remediation. Reviewed environmental remediation to assure that the former dairy and swine farm remediation was completed in accordance with environmental regulations.

Counseled business units concerning marketing, branding and intellectual property matters and established advertising review policies and procedures. Highlights included the following:

o Standardized marketing and branding policies company- wide by creating a marketing manual and reference guide; Drafted marketing manual and reference guide. Conducted training sessions nationally with corporate and business unit marketing teams to familiarize senior management and business unit managers and staff with uniform marketing and advertising compliance procedures and reduce loss risk from false advertising claims for print, radio, television and internet, housing discrimination claims, Interstate Land Sales Act claims and copyright infringement.

Negotiated settlement with the State of Georgia Attorney General preventing a $10,000,000 loan origination loss annually and the elimination of Georgia operations.

Counseled legal department committee and senior management on various litigation and risk management issues; Managed outside counsel responsibilities; Worked with finance team to structure settlements resulting in the elimination of approximately $5,000,000 in litigation reserves and expenses. Highlights included: o Established outside counsel master retainer agreement policy and reporting procedures Negotiated rates and required all counsel to use company intranet based billing and case status reporting program, provide budgets and measure lawyer performance and fees per matter as related to potential loss; Utilized fee and loss reporting program to guide finance department on appropriate loss reserves. o Worked with outside counsel, insurance carriers and General Counsel on major stockholder derivative action regarding sale and lending practices; Reviewed and coordinated electronic discovery.

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o Managed consumer construction defect lawsuits through settlement concerning projects in Denver, Los Angeles, Mission Viejo, San Diego, Portland, Salt Lake City and Seattle. Coordinated strategy for various home construction claims with General Counsel, outside counsel, insurance carriers and company finance group; Provide loss reserve estimates.

o Negotiated pre-litigation structured settlements with consumers and attorneys through home buy-back or repair of homes with various construction issues in Portland, Los Angeles, Mission Viejo and San Diego. o Attained multi-million dollar repair/damage reimbursement arbitration award from master developer and its geotechnical engineer in Mission Viejo, CA. A quarter mile failing hillside required a $10,000,000 tie-back retaining wall system to stabilize hillside below a tract of homes; Coordinated hillside tieback repair and engineering; Retained counsel on contingent fee basis to seek reimbursement from master builder and national engineering firm.

LAW FIRM EXPERIENCE

Represented private developers of multi-family real estate ventures - Assist clients with various multi-family development projects in Fresno, Hayward, Pacifica and Los Angeles, California, Phoenix, Arizona and Henderson, Nevada. Negotiated partnership and joint venture transactions with equity and debt partners, handled community development entitlements, negotiated and prepared acquisition documents, construction documents and property leasing and operations documents.

MGM Resorts International/ Mirage Resorts merger- real estate due diligence counsel; Represented MGM in merger and acquisition of Mirage Resorts concerning hotel, casino and resort properties due diligence for Las Vegas, NV, Biloxi, MS, Atlantic City, NJ and Detroit, MI; Reviewed physical hotel properties with construction inspection companies; review surveys and title records, litigation associated with properties, insurance status and claims, commercial retail leases, entertainment contracts, vendor contracts and status of business permits and licensing; Reported all findings to MGM General Counsel and Firm.

MGM/Mandalay Bay merger real estate due diligence counsel; Represented MGM in merger and acquisition of Mandalay Bay, Las Vegas, NV; Reviewed physical hotel property with construction inspection company including controversial subsidence issue and repair; Reviewed surveys and title records, litigation associated with properties, insurance status and claims, commercial retail leases, entertainment contracts, vendor contracts and status of business permits and licensing; Reported all findings to MGM General Counsel and Firm.

Represented LNR in bidding, acquisition, financing, redevelopment and leasing of Prudential Insurance site located at Canoga Avenue and Burbank Boulevard in Woodland Hills, CA - LNR Warner Center; Prepared purchase agreement, conducted due diligence and conducted closing; Completed due diligence analysis and prepared legal risk analysis identifying title, environmental, existing tenant, future redevelopment entitlement and forward planning issues; negotiated and reviewed loan documentation; issued opinion letters to lender; coordinated forward planning for entitlements of property for new technology campus. Lease negotiations included major tenant work letters; Negotiated security deposit enforceable guarantees including bonds, certificates of deposit cash and other types of collateral security; Negotiated loan rent and security requirement concessions from lender as project was initially leased up.

Represented Columbia Sussex Corporation in the ground lease acquisition and construction of the Le Merigot Hotel, Santa Monica, CA. Negotiated purchase agreement; completed Proposition S zoning and entitlement due diligence; Negotiated design professional and general contractor agreements; Negotiated with City of Santa Monica regarding permits and entitlements for hotel.

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Represented owner in development and lease of 1200 Wilshire Blvd., Santa Monica, CA. Coordinated permitting and architectural designs for construction of single retail space; Negotiated and drafted lease documents with Fidelity Investments.

Majestic Realty, Industrial and Commercial Office Leasing; Negotiated and drafted Industrial and Commercial leasing on behalf of Majestic Realty, City of Industry, CA

Successfully litigated real property tax ad valorem valuation/assessment cases between

$30,000,000 and $186,000,000 concerning the valuation of golf courses, hotels, landfills and other specialized industrial property.

Represented Lennar sale of all RTC national commercial properties valued at $130,000,000.

Negotiated the financing, acquisition and construction of a $7,000,000 commercial office property in Pacific Palisades, California from the Getty Trust and The Private Bank of California.

o Negotiated purchase money and construction loan. o Prepare construction documents.

o Review insurance contracts, forward- planning, re-entitlement, and subdivision infrastructure for further development.

Negotiated acquisition and financing of $8,000,000 commercial re-development for commercial and multi-family use in Marina Del Rey, CA. o Structured entities to conduct purchase and construction operations. o Negotiated construction and purchase financing and pre-closing improvements agreements with mechanic’s lien rights. o Managed environmental review and property remediation plan. o Prepared architect, engineer, construction manager and subcontract agreements.

Negotiated $85,000,000 Industrial / Commercial National Refinancing for 18 Properties in 10 states.

o Negotiated loan documentation.

o Managed Lender due diligence and close loan.

Managed litigation discovery and plan review for mediation on behalf of HKS Architects for high rise condominium construction defect case in San Francisco, CA.

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