Duane Morris LLP

Members of Duane Morris' Structured Finance Group have participated in the structuring, drafting and negotiation of structured financings on behalf of issuers, collateral managers, sellers and servicers of assets, underwriters, placement agents, purchasers, managing and remarketing agents, investors, lenders, credit enhancers, liquidity providers and warehousers. Members of the Group have handled transactions concerning "cash flow" collateralized debt obligations (including collateralized loan obligations and collateralized bond obligations) and other asset-backed transactions as well as "synthetic" collateralized loan and bond obligations. These transactions have involved the securitization of a wide variety of assets, including high-yield debt, project finance loans, asset-backed securities, mortgage-backed securities, commercial, multifamily and residential mortgage loans, manufactured housing loans, equipment and automobile leases and loans, tax-exempt municipal bonds, guaranteed investment contracts and credit default swaps. Transactions have included both performing and nonperforming assets.

The Structured Finance Group uses a team approach to structure and complete a transaction successfully. Accordingly, although each of the Group's attorneys is experienced with securities law, investment management, real estate, bank regulatory, tax, bankruptcy and ERISA aspects of structured finance transactions, the Group is able to draw on the knowledge of one or more senior attorneys in each of our securities, real estate, banking, tax, bankruptcy and ERISA groups who regularly handle issues that arise in structured finance transactions. In particular, Duane Morris' Tax Department plays an active structuring role and provides tax counsel relating to transactions with respect to which the creation or maintenance of certain tax attributes is crucial.

The Group strives to work efficiently from the initial structuring through the closing of a transaction in a manner that is designed to meet the requirements of all parties and minimize the risks for our clients. Our attorneys provide the basis for creative approaches and practical solutions to all types of structured finance issues. Duane Morris' Structured Finance Group handles all aspects of structured finance transactions, including the following types of securities and facilities:

• Collateralized debt obligations, including:
  • collateralized bond obligations, both cash flow and market value, and including as collateral:
    • asset-backed securities
    • mortgage-backed securities
    • high-yield debt securities
  • collateralized loan obligations, including as collateral:
    • secured and unsecured commercial loans
    • project finance loans
  • synthetic collateralized loan and bond obligations, with reference assets, including:
    • asset-backed securities
    • mortgage-backed securities
    • investment-grade corporate debt
    • high-yield debt
• Collateralized fund obligations, including:
  • principal-protected notes
  • hedge fund-backed notes
  • private equity fund-backed notes
• Mortgage-backed securities, including:
  • mortgage pass-throughs
  • mortgage warehousing facilities
  • multifamily mortgage loans and pools
  • pools of co-op loans
  • pools of non-performing mortgages and real estate
  • purchase and sale of whole loans
  • second mortgage loan pools
  • single-asset and multi-asset commercial mortgages
• Asset-backed commercial paper programs, including programs backed by:
  • automobile loans
  • credit card receivables
  • healthcare receivables
  • foreign or domestic trade receivables
  • commercial mortgages
• Asset-backed securities backed by:
  • automobile and boat loans
  • automobile leases
  • credit card receivables
  • dealer floor-planning loans
  • equipment leases
  • foreign government securities
  • franchise and small business loans
  • healthcare receivables
  • manufactured housing loans
  • municipal securities
  • tax-exempt municipal leases and municipal bonds
• Credit enhancement and liquidity facilities, including:
  • remarketing agreements
  • liquidity facilities
  • letters of credit
  • financial guaranty insurance polices
  • cash-collateral accounts
  • asset-purchase agreements

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

• Committed to strategically increasing our diversity levels, which is currently at 10 percent.
• Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
• Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.