Drafting and Negotiating Real Estate Loan Documents: Key Issues and Strategies for Borrowers and Lenders
Structuring Loans to Fit Property Type, Borrowing Entity, Deal Size, Environmental and Other Conditions
About the Course
Introduction
This CLE webinar will examine the key features and documentation of commercial mortgage loan transactions in today's market. The panel will discuss provisions of particular concern to borrowers and lenders, typical negotiating points, and securitization or syndication parameters that may limit the lender's flexibility.
Description
Documentation of real estate loan transactions has grown increasingly complex over the years. Commercial loans now generally include a note, mortgage and security agreement, loan agreement, assignment of leases, environmental indemnity, financing statements, cash management agreement and guaranty, and require negotiation of a myriad of issues relating to the borrower and its operation of the property.
The lender seeks protection of its collateral and as much control, information, rights, and remedies as possible. It may also require certain features that allow for securitization or syndication of the loan. Consequently, the lender's loan documents generally cover a broad set of issues and impose various obligations and restrictions on the borrower.
In reviewing and negotiating the documents, the borrower wants to ensure that they properly reflect the business deal and do not impose obligations that are inconsistent with the way the borrower leases and operates the property. The borrower wants to limit the extent to which personal liability is imposed on the borrower or its principals (including environmental liabilities). Prepayment and due on sale provisions can also be critical friction points.
Listen as our authoritative panel discusses borrower and lender concerns when negotiating commercial mortgage documents and the extent to which certain provisions can be negotiated in a given transaction.
Presented By
Mr. Maguire counsels REITs and other publicly-traded companies, as well as privately held entities and family office clients. He negotiates, documents, and closes acquisitions, dispositions and financings across the spectrum of commercial real estate sectors, including apartment properties, self-storage facilities, retail centers, office buildings, medical facilities, hotels, and industrial properties. Mr. Maguire also has significant experience representing national and regional landlords and tenants in a wide range of leasing matters.
Ms. Rolfes is a real estate and finance attorney with broad experience representing clients in commercial lending, asset management, finance, leasing, development, and general real estate matters. She represents lenders and other financial institutions in loan originations and secondary market transactions, including CMBS originations and warehouse lending transactions structured as master repurchase credit facilities. Ms. Rolfes also has experience representing national and regional real estate developers in various aspects of real estate transactions such as property acquisitions and commercial leasing. She utilizes a collaborative approach to provide efficient, cost-effective, and decisive legal solutions, to promote smooth transactions for each of her clients.
Mr. Strayer has a balanced range of experience, which includes representing Fortune 500 lenders and national real estate investors in the hospitality and industrial warehouse industries, regional and community banks, and owners, investors and developers in retail and multi-family real estate and financing transactions. He represents construction and permanent mortgage lenders in the negotiation and documentation of new and restructured commercial loans and counsels other asset-based secured lenders on issues related to the Uniform Commercial Code. Mr. Strayer also has represented real estate investors and lending institutions in complex transactions involving real estate portfolios with multiple properties. Additionally, he has represented landlords and tenants in the drafting and negotiation of commercial leases and has significant experience representing owners of commercial property in matters involving easements, restrictive covenants, zoning issues, eminent domain and utility construction. As a former litigator and trial lawyer, Mr. Strayer understands how courts read contracts and assess claims, and therefore how to protect his clients against potential future adverse rulings through careful and precise contract drafting and thorough due diligence investigation.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, January 26, 2027
- schedule
1:00 PM ET/10:00 AM PT
I. Review of primary loan documents
A. Promissory note, mortgage and security agreements
B. Loan and cash management agreements
C. Assignment of leases and rents
D. Guaranty: recourse vs. non-recourse
E. Environmental indemnity
F. Loan commitment or term sheet
II. Key provisions
A. Conditions precedent to funding
B. Personal liability
C. Events of default: notice and cure rights
D. Prepayment/defeasance, due on sale or transfer
E. Lease approvals
F. Reserves and cash traps
G. Condemnation and casualty
H. Insurance
I. Cross-default with cross-collateralization
III. State of the market: what's market
The panel will review these and other critical issues:
- From the lender's standpoint, what deal points must be included in a loan agreement? When might "short form" documents be available for smaller deals?
- How have securitization and syndication affected structuring and documenting real estate loans?
- What provisions are of the most concern to the borrower, and to what extent can they be negotiated?
Related Courses
Drafting and Negotiating Real Estate Loan Documents: Key Issues and Strategies for Borrowers and Lenders
Tuesday, January 26, 2027
1:00 PM ET/10:00 AM PT
Structuring Cross-Collateral/Cross-Default Real Estate Loans
Tuesday, March 31, 2026
1:00 p.m. ET./10:00 a.m. PT
