DONALD A. WAGNER is a shareholder of the firm. Prior to joining the firm Mr. Wagner, as Chairman of the Corporate Finance/Banking Practice Group of Kramer Mellen for twenty-three (23) years, had developed an experienced staff of five (5) partners, four (4) associates and two (2) paralegals who specialized in representing financial institutions and other clients (local and out-state) in all areas of real estate and commercial lending, as well as mergers and acquisitions. This included loan documentation, work-outs (in and out of court) and litigation (plaintiff and defense), as well as merger and acquisition documents. Furthermore, his experience has typically involved transactions of One Million ($1,000,000.00) Dollars to One Hundred Million ($100,000,000.00) Dollars, and included all types of businesses, including real estate, manufacturing, distribution, wholesale, retail, broadcasting and other media, aircraft, and all types of borrowers, including corporations, limited liability companies, partnerships (general and limited), joint ventures, individuals, trusts and estates. Areas of Expertise His experience and expertise includes all areas, some of which are identified below, and many of the transactions include one or more of the following: Real Estate Transactions: These have included loans, investments and acquisitions involving construction loans, end mortgage loans, land acquisition and development loans, revolving credit facilities, revolving acquisition credit facilities, IRB, SBA, Michigan Strategic Funds and other government backed loans. These have been secured by various types of real estate projects and/or interests in real estate, including residential apartments, single family residential developments, condominiums, office buildings, shopping centers, mobile home parks, health care facilities, commercial and industrial complexes, hotels, resorts and marina complexes. Commercial/Asset Based Transactions: These have included loans, investments and acquisitions involving revolving line of credit facilities secured by, and based upon, a wide variety of advance formulas relating to accounts receivable, inventory, and equipment, revolving term loan line of credit loans relating to equipment purchases, and term loans based upon term assets. Letter of Credit Transactions: These have included loans, investments and acquisitions involving documentary and commercial (sight and stand-by) letters of credit, and transactions secured by letters of credit from others. Equipment Lease Transactions: These have included financing to and/or involving third party lessors and lessees, loans, investments and acquisitions involving revolving credit facilities, machinery and equipment purchase facilities, warehouse and bridge facilities, on a recourse and non-recourse basis. Specialized Transactions: These have included loans, investments and acquisitions, equity kicker and equity participation arrangements, and related Put Agreements and Demand and Piggyback Rights Agreements relating to a variety of areas including broadcast facilities, multi-lender participations, pension and profit sharing plans, and environmental documentation. Representative Clients Clients have included Michigan National Bank, Comerica Bank, Mellon Bank, Bank United (Texas), National Bank of Detroit, First of America Bank, Franklin Savings Bank, Republic Bank, Finova Capital, Concord Commercial, Barnett Banks, LeaseFirst, Guaranty Federal Savings, Bank Hapoalim, Security Bank and Trust, Standard Federal Bank, Old Kent Bank, Great Lakes National Bank, Marine Midland Bank, BancOne and BancOne Capital Corporation, Society Bank, Banker's Trust Company, the Board of Trustees of the Policemen and Firemen Retirement System of the City of Detroit and the Board of Trustees of the General Retirement System of the City of Detroit. He has also acted as a special consultant and expert witness for The Resolution Trust Corporation in connection with professional liability arising from loan closings. Professional Activities For twelve years he was the Chairman of the Financial Transaction Institute Advisory Board, University of Detroit Law School, chairman of the Annual Commercial Lending Seminar sponsored by the University of Detroit Law School, an instructor at the Annual Michigan National Bank Credit College, and a lecturer at the Southern Methodist University School of Law Commercial Lending Seminar (Dallas, Texas). He is currently the Chairman of the Annual Commercial Lending Seminar sponsored by the Institute of Continuing Legal Education for the State Bar of Michigan. Email to: Donald.Wagner@Couzens.com