Originally held on Tuesday, August 3, 2021 | 2:00 pm – 5:00 pm
Matthew C. Cahill
Vice President, Corporate Underwriting Counsel, Senior Divisional Underwriting Counsel
First American Title Insurance Company
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The program is intended to provide attorneys with a basic understanding of representing a borrower in a small to medium sized commercial mortgage loan. It is intended to provide attorneys with the skills necessary to review and negotiate the terms and salient provisions of loan documentation, preparation and modification of organization documents and drafting and understanding the role of supporting documents such as Subordination Non-Disturbance Agreements, estoppels certificates and opinion letters of counsel.
Program Fee: $229 for Members | $329 for Nonmembers
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Mark Frimmel
Michelman & Robinson, LLPHarlan Greenman
Of Counsel
Greenspoon Marder LLPHillary A. Jury
General Counsel
The Battery GroupEugene J. Martin
Senior Counsel
Goetz Fitzpatrick LLPCameron Weil
Seyfarth Shaw -
2:00 pm – 2:05 pm
Introduction & Differences between a Term Sheet & Commitment Letter2:05 pm – 2:20 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
2:20 pm – 2:45 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
2:45 pm – 3:15 pm
Title Report, Searches & Surveys- 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
3:15 pm -3:20 pm
Break3:20 pm – 3:30 pm
Mortgage Assignments, Mortgage Recording Tax, Section 255 & 275 Affidavits3:30 pm – 3:40 pm
Leases, Estoppel Certificates, Subordination Agreements & Subordination Non-Disturbance Agreements3:40 pm – 4:40 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
4:40 pm – 5:00 pm
Preparation & Closing- Wire Fraud
- Sit down or through the mail
- Pdfs, wet ink and DocuSign signatures
- Post-closing obligations
- Questions
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New York: 3.5 Skills
New Jersey: 3.5 General
California: 2.5 General
Pennsylvania: 2.5 General
Connecticut: Available to Licensed AttorneysPlease 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 http://www.nycourts.gov/attorneys/cle/changes_for_2016.shtml.
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Sponsoring Association Committee:
Real Property Law, Dorothy Heyl, ChairSponsorship Opportunities are Available! Please Contact:
Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 | aavila@nycbar.org