The Basics of Representing a Commercial Mortgage Borrower

Originally held on Tuesday, August 6, 2019 | 6:00 p.m. – 9:00 p.m.



Program Co-Chairs:
Matthew C. Cahill
Vice President
Corporate Underwriting Counsel
First American Title Insurance CompanyMark Frimmel
Michelman & Robinson LLP

  • The program will provide attorneys with the basic knowledge and skills to represent a client who is the borrower in a commercial loan transaction. Starting with the loan commitment and ending with the closing, topics will include borrower’s organization documents, special purpose entities, title reports, title policies and endorsements, surveys, assignments of mortgages, review and negotiation of loan documents, estoppel certificates, subordination and non-disturbance agreements, opinion letters and post-closing obligations. The segment on review and negotiation of loan documents will feature comments from a borrower’s perspective and the responses from lender’s counsel.

    OnDemand: $179 for Members | $279 for Nonmembers

    Members who are Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2017-2019), In-House/Corporate Counsel, Judges (and their staff who are also members), or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free.

  • Harlan T. Greenman
    Greenspoon Marder LLP

    Eugene J. Martin
    Sankel, Skurman & McCartin, LLP

    Sharon V. Skolnik
    Stempel Bennett Claman & Hochberg, P.C.

    Cameron B. Weil
    Vice President & Assistant General Counsel
    Cantor Fitzgerald

  • 6:00 pm – 6:05 pm Introduction & Differences between a Term Sheet & Commitment Letter
    6:05 pm – 6:20 pm Borrower Organization Documents

    • Organizational Structures and Charts
    • Entity Types and Organizational Documents:
      • Corporation
      • Limited Liability Company
      • Limited Partnership
      • Unusual Entities
    • Secretary Certificate
    • Special Purpose Entities/Special Purpose Vehicles
    6:20 pm – 6:45 pm Opinion Letters of Counsel

    • What and why is an opinion letter?
    • Due formation and existence
    • Enforceability and governing law
      • Credit Documents
      • Mortgage Documents
      • Other Security Documents
        • Creation
        • Perfection
    • Additional opinions
    6:45 pm – 7:15 pm Title Report, Searches & Surveys
    7:15 pm -7:20 pm Break
    7:20 pm – 7:30 pm Mortgage Assignments, Mortgage Recording Tax, Section 255 & 275 Affidavits

    • Ordering title
    • Reading and Understanding the title report
    • Tax, lien, judgment, departmental/municipal, bankruptcy, litigation, UCC and patriot searches
    • ECBs, violations and clearing exceptions
    • Types of surveys
    • Pro forma policies, policies, common endorsements, ALTA 9 Endorsement and affirmative insurance
    7:30 pm – 7:40 pm Leases, Estoppel Certificates, Subordination Agreements & Subordination Non-Disturbance Agreements
    7:40 pm – 8:40 pm Review & negotiation of Loan Documents & Commitment Letters

    • Closing Checklist
    • Due Diligence items – Survey, Zoning and Zoning Reports, Phase I Environmental Reports, Appraisals and Financials
    • Note
    • Mortgage
    • Assignment of Leases and Rents
    • UCC Financing Statement
    • Guarantees
    • Environmental Indemnity
    • ADA Indemnity
    • Related Loan Documents
    8:40 pm – 9:00 pm Preparation & Closing

    • Wire Fraud
    • Sit down or through the mail
    • Pdfs, wet ink and DocuSign signatures
    • Post-closing obligations
    • Questions

  • CLE Credit
    New York:
    3.5 skills
    New Jersey:
    3.5 general
    2.5 general
    2.5 general

    Please Note: Newly admitted NY attorneys cannot fulfill ethics or skills credits through our on-demand programs under OCA rules. For more information on this, please see

  • Sponsoring Association Committee:
    Real Property | Jason T. Polevoy, Chair

    Sponsorship Opportunities are Available! Please Contact:
    Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 |