The Basics of Representing a Commercial Mortgage Borrower

Originally held on Wednesday, August 5, 2020 | 12:00 pm – 3:00 pm

Register for the OnDemand

Program Chair:

Matthew C. Cahill
Vice President, Corporate Underwriting Counsel, First American Title Insurance Company

  • 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:
    $69 for Members | $169 for Nonmembers

    Members who are Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2018-2020), In-House/Corporate Counsel, Judges, or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free.

  • Mark Frimmel
    Partner
    Michelman & Robinson, LLP

    Cameron Weil
    Vice President and Assistant General Counsel
    Cantor Fitzgerald

    Harlan Greenman
    Of Counsel
    Greenspoon Marder LLP

    Eugene J. Martin
    Partner
    Sankel, Skurman & McCartin, LLP

    Hillary A. Jury
    General Counsel
    The Battery Group

  • 12:00 pm – 12:05 pm
    Introduction & Differences between a Term Sheet & Commitment Letter

    12:05 pm – 12:20 pm
    Borrower Organization Documents

    1. Organizational Structures and Charts
    2. Entity Types and Organizational Documents:
      1. Corporation
      2. Limited Liability Company
      3. Limited Partnership
      4. Unusual Entities
    3. Secretary Certificate
    4. Special Purpose Entities/Special Purpose Vehicles

    12:20 pm – 12:45 pm
    Opinion Letters of Counsel

    1. What and why is an opinion letter?
    2. Due formation and existence
    3. Enforceability and governing law
      1. Credit Documents
      2. Mortgage Documents
      3. Other Security Documents
        1. Creation
        2. Perfection
      4. Additional opinions

    12:45 pm – 1:15 pm
    Title Report, Searches & Surveys

    A. Ordering title
    B. Reading and Understanding the title report
    C. Tax, lien, judgment, departmental/municipal, bankruptcy, litigation, UCC and patriot searches
    D. ECBs, violations and clearing exceptions
    E. Types of surveys
    F. Pro forma policies, policies, common endorsements, ALTA 9 Endorsement and affirmative insurance

    1:15 pm -1:20 pm
    Break

    1:20 pm – 1:30 pm
    Mortgage Assignments, Mortgage Recording Tax, Section 255 & 275 Affidavits

    1:30 pm – 1:40 pm
    Leases, Estoppel Certificates, Subordination Agreements & Subordination Non-Disturbance Agreements

    1:40 pm – 2:40 pm
    Review & Negotiation of Loan Documents & Commitment Letters

    1. Closing Checklist
    2. Due Diligence items – Survey, Zoning and Zoning Reports, Phase I Environmental Reports, Appraisals and Financials
    3. Note
    4. Mortgage
    5. Assignment of Leases and Rents
    6. UCC Financing Statement
    7. Guarantees
    8. Environmental Indemnity
    9. ADA Indemnity
    10. Related Loan Documents

    2:40 pm – 3:00 pm
    Preparation & Closing

    1. Wire Fraud
    2. Sit down or through the mail
    3. Pdfs, wet ink and DocuSign signatures
    4. Post-closing obligations
    5. Questions

  • CLE Credit:
    New York: 3.5 Skills
    New Jersey: 3.5 General
    California: 2.5 General
    Pennsylvania: 2.5 General
    Connecticut: Available to Licensed Attorneys

    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 http://www.nycourts.gov/attorneys/cle/changes_for_2016.shtml.

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

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

    ______________________________________________________________

Register for the OnDemand