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| 1 | Commercial Real Estate Loans: Overview This Note provides an overview of commercial real estate loans and the steps involved from the initial stages of the borrower's loan application to the loan closing. Though this Practice Note focuses on the framework of a typical first priority mortgage loan secured by a single asset of real estate, the guidance and explanations provided can be applied to other forms of real estate financing, including corporate loan facilities secured by the borrower's multistate real estate assets. | Practice Note: Overview | Maintained |
| 2 | REITs: Overview This Note provides a summary of the US federal income tax requirements that must be satisfied to achieve real estate investment trust (REIT) status, typical tax structures for REIT investments and the tax treatment of REITs engaging in various transactions. | Practice Note: Overview | Maintained |
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| 1 | Commercial Real Estate Loans: Closings This Note provides an outline of the steps and procedures involved in closing a commercial real estate loan. While this Note gives practical guidance for closing a typical first priority permanent loan secured by a single parcel of real estate, the information is very useful for other types of commercial real estate loans. Many of the steps and procedures outlined in this Note are fundamental closing procedures that are often applicable to many other types of commercial real estate loans, including corporate loans secured by multiple parcels of real estate in several different states. | Practice Notes | Maintained |
| 2 | Commercial Real Estate Loans: Due Diligence This Note provides guidance for conducting due diligence in commercial real estate loans. Though the steps described relate primarily to due diligence conducted for a typical first priority permanent loan secured by a single parcel of real estate, this Note also provides useful information about real estate related due diligence for other types of loans that include real estate, such as corporate loan facilities where the lender's lien is secured only in part by the borrower's real estate assets. | Practice Notes | Maintained |
| 3 | Commercial Real Estate Loans: Environmental Due Diligence ... This Practice Note provides an introduction to the environmental due diligence process regarding commercial real estate loans. Specifically, this Note discusses the importance and scope of environmental due diligence, the role and qualifications of the environmental consultant, the procedures involved in conducting a Phase I and Phase II environmental site assessment (ESA) and the actions necessary following a Phase I or Phase II investigation. This Note also highlights duties and responsibilities for the lender's counsel and borrower's counsel during the environmental due diligence process. | Practice Notes | Maintained |
| 4 | Commercial Real Estate Loans: Lender's Environmental ... This Practice Note provides a background on a lender's potential environmental liabilities for issuing a loan where real property is the collateral. Specifically, this Note discusses the basic liability framework of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and liability protections available to lenders and borrowers. This Note also discusses some of the other state and federal laws that lenders should examine. | Practice Notes | Maintained |
| 5 | Commercial Real Estate Loans: Minimizing the Environmental ... This Practice Note provides guidance on the steps a lender in a commercial real estate loan transaction can take to minimize its risks of environmental liability under federal law. Specifically, this Note discusses how a lender can maintain protection under the secured creditor exemption of the Comprehensive Environmental Response, Liability and Compensation Act (CERCLA), also known as the federal Superfund law. | Practice Notes | Maintained |
| 6 | Commercial Real Estate Loans: Negotiating Carve-out ... This Practice Note discusses non-recourse carve-out guaranties, often referred to as bad boy guaranties. These guaranties are common in non-recourse loans secured primarily by commercial real estate. This Note provides guidance on negotiating carve-out guaranties, with drafting techniques to help limit excessive risks that may be faced by carve-out guarantors. | Practice Notes | Maintained |
| 7 | Commercial Real Estate Loans: Trends in Carve-out ... This Practice Note discusses non-recourse guaranties and their role in commercial real estate lending. It analyzes developments in non-recourse carve-out guaranties over time and some of the surprising recent court decisions that interpret and apply non-recourse carve-out provisions. | Practice Notes | Maintained |
| 8 | Commercial Real Estate Loans: Workouts This Practice Note provides a general overview of primary issues and concerns that arise in the context of commercial real estate workouts from the perspective of a creditor/lender. | Practice Notes | Maintained |
| 9 | Forbearance Agreements: Key Issues and Provisions This Note discusses the purpose of forbearance agreements, their benefits for both lenders and borrowers, their structure and key terms, and risks and other considerations for lenders entering into these agreements. | Practice Notes | Maintained |
| 10 | Tax-exempt Financing This Note discusses the direct purchase structure of tax-exempt 501(c)(3) bonds, an easier financing strategy for not-for-profit corporations to borrow at tax-exempt rates. | Practice Notes | Maintained |
| 11 | UCC Creation, Perfection and Priority of Security Interests A discussion on the issues relating to the creation of a UCC security interest in personal property, the different methods of perfection of that security interest and the priorities of security interests under the UCC. | Practice Notes | Maintained |
| 12 | UCC: Conducting and Reviewing UCC Searches A security interest in most types of personal property can be perfected by filing a UCC-1 financing statement. Creditors of a debtor may conduct a search against a debtor to discover any financing statements or other liens filed against that debtor. This Note is a discussion of the issues relating to conducting and reviewing UCC searches. | Practice Notes | Maintained |
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| 1 | Commercial Real Estate Closing Statement This closing statement can be used for a closing binder that is prepared after a real estate transaction has closed. Closing statements are used in acquisition and lending transactions. This Standard Document is for a commercial real estate transaction involving the acquisition of real estate with permanent financing. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 2 | Commercial Real Estate Loans: Escrow Closing Instruction ... An escrow closing instruction letter for a typical commercial real estate loan closing. Escrow closing instruction letters are commonly used in commercial real estate transactions when the closing is to be effectuated through escrow, such as where the designated escrow agent holds the original closing documents in escrow pending the funding of the loan. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 3 | Commercial Real Estate Loans: Loan Closing Checklist A loan closing checklist used by the borrower, the lender and their counsel. This Standard Document can be used to stay organized and keep track of the many documents involved in a typical commercial real estate loan. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 4 | Commercial Real Estate Loans: Pre-negotiation Letter A pre-negotiation letter is commonly used in commercial real estate loans when the borrower is either in default or about to be in default under its loan. It provides a framework for the parties to conduct preliminary discussions for either a loan modification or a workout, depending on the particular circumstances of the loan. This Standard Document has integrated drafting notes and important explanations and drafting tips. | Standard Documents | Maintained |
| 5 | Forbearance Agreement This is a standard form of forbearance agreement to be used when a borrower defaults under a loan agreement and the parties are negotiating an out-of-court restructuring. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 6 | Landlord Lien Waiver and Collateral Access Agreement This Landlord Lien Waiver and Collateral Access Agreement provides a lender with a lien waiver from its borrower's landlord and the right to access the collateral located at the borrower's leased premises. This Standard Document is a form that may be used by lenders providing borrowers with financing secured by the borrower's property that is located at the borrower's leased premises. This Standard Document has integrated drafting notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 7 | Office Leasing: Subordination, Non-disturbance and ... A Subordination, Non-disturbance and Attornment Agreement provides for the lien priority between a landlord's lender and a tenant while preserving the tenant's rights in the leased premises if there is a foreclosure by the landlord's lender. This Standard Document is drafted in favor of the lender. State and local laws govern the enforceability and interpretation of subordination, non-disturbance and attornment agreements, but this Standard Document is relevant in every state. This Standard Document has integrated notes with explanatory, drafting and negotiating tips. | Standard Documents | Maintained |
| 8 | Office Leasing: Tenant Estoppel Certificate A tenant's certification of certain material terms of its lease. This Standard Document is drafted from the lender's perspective in the context of a landlord's financing and contains negotiating tips and advice for the tenant. State and local laws govern the enforceability and interpretation of tenant estoppel certificates, but this document is useful and relevant to tenants in every state. This Standard Document has integrated notes with important explanations and drafting and negotiating tips for the tenant. | Standard Documents | Maintained |
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| 1 | Commercial Real Estate Loans: Non-recourse Carve-out ... These Standard Clauses can be used in a loan agreement where the lender's security is the borrower's real estate and the loan is structured as a typical non-recourse commercial real estate loan. These Standard Clauses are negotiated clauses that offer fair and reasonable language that can be used by lenders, borrowers and their guarantors in negotiations of non-recourse carve-out clauses. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 2 | Loan Agreement: REIT Provisions (Borrower's REIT Status) Typical provisions found in loan agreements where the borrower is a real estate investment trust (REIT) that relate to the borrower's status as a REIT. These Standard Clauses have integrated drafting notes with important explanations and drafting tips. | Standard Clauses | Maintained |
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| 1 | REITs: Common Pitfalls and Fixes Checklist This Checklist identifies potential pitfalls that may cause a real estate investment trust (REIT) to lose its REIT status or be subject to penalty taxes and sets out ways to avoid or fix these problems. For more information about REITs, see Practice Note, REITs: Overview. | Checklists | Maintained |
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| 1 | How Dodd-Frank and Basel III Rules Will Affect Residential ... This Article discusses the substantial regulatory and related business challenges in the post-Dodd-Frank Act environment faced by banks that offer residential mortgages. It analyzes the various proposed mortgage loan standards for purposes of: the qualified mortgage exception to the ability-to-pay requirement; the qualified residential mortgage exemption from the risk retention requirement; and the the treatment of mortgage loans under new US capital requirements that would implement Basel III in the US. | Articles | 13-Dec-2012 |
| 2 | The RMBS Working Group: Who It is and What It Can Do An Article analyzing the structure, mission and implications of the newly formed Residential Mortgage-Backed Securities (RMBS) Working Group. | Articles | 08-Feb-2012 |
| 3 | Can a Usury Savings Clause Save the Lender? This Article discusses the purpose and enforceability of usury savings clauses under the laws of certain key jurisdictions, including New York, New Jersey, Texas and California. This Article also discusses the consequences of a lender violating a state's usury statutes. | Articles | 24-Oct-2011 |
| 4 | Creditors' Rights Title Insurance Coverage for Lenders An Article describing changing trends in the title insurance industry and how an increasing number of title insurers across the country are no longer willing to issue coverage for lenders seeking creditors' rights protection under their title insurance policies, because of certain recent bankruptcy court decisions. | Articles | 12-Aug-2010 |
| 5 | Basics of Secured Commercial Real Estate Financing An article on the fundamental concepts and issues in real estate secured lending transactions in the US. | Articles | 21-Apr-2009 |
| 6 | Mezzanine Loan Foreclosures An article about mezzanine loan foreclosures. | Articles | 16-Apr-2009 |
| 7 | Real estate: an overview An overview of the corporate real estate market in the US, covering corporate real estate investment, the sale and purchase and lease of corporate real estate, real estate tax and real estate finance.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services. | Articles | 11-Nov-2008 |
| 8 | Taking security: an overview An overview of the issues to consider when security is provided by a borrower to a lender in connection with a secured financing in the US.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services. | Articles | 11-Nov-2008 |
| 9 | International REITs: an overview of worldwide markets and ... Real Estate Investment Trusts play an increasingly important role in the world's capital markets. This article explains the reasons for this, the leading jurisdictions in which REITs are available and the main structures used. | Articles | 01-May-2006 |
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| 1 | Legal cutover to the new UK regulatory regime for financial ... On 1 April 2013, the FSA will be abolished and the majority of its functions transferred to two new regulators: the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA). On the same date, the Bank of England (BoE) will take over the FSA's responsibilities for financial market infrastructures and the Financial Policy Committee (FPC) will be established on a statutory basis. | Legal Update: archive | 28-Mar-2013 |