Material Adverse Change Clauses in Commercial Real Estate Loans and Loan Renewals
Negotiating and Managing Loans in a Distressed Credit Market
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Thursday, August 27, 2009
Recorded event now available
This seminar will explain how MAC clauses are currently being addressed and interpreted in commercial mortgage loans and provide best practices for counsel in negotiating and managing loans.
Description
The real estate market crisis required commercial lenders to cancel or attempt to renegotiate risky mortgage loans. Material adverse change (MAC) clauses have become a common strategy to abandon lending commitments.
Questions about what constitutes a material adverse change have been at the center of several efforts to renegotiate mortgage loans. Unfortunately, the courts still have not provided clear guidance on the issue, leaving the interpretation of “material adverse change” up to lenders and borrowers.
It is important for counsel to lenders and borrowers to carefully negotiate the MAC clauses contained in mortgage loan agreements to protect their individual interests.
Listen as our panel of real estate finance attorneys discusses current trends surrounding MAC clauses in commercial mortgage loans and provides best practices for negotiating and managing loans.
Outline
- Common elements of MAC clauses
- Current trends
- Pending litigation
- Current state of case law
- Best practices for negotiating and managing commercial real estate loans
- Mitigating risks
- Be specific about conditions constituting a MAC
- Include reasonableness and good faith standards
- Include financial threshold for adverse change
- Watch language construction
- Include broad language to cover unknown risks
- Investors retain right to recover damages from lenders if loan is canceled
- Resolving conflicting positions
- Mitigating risks
Benefits
The panel will review these and other key questions:
- How is the volatility of the current credit market impacting commercial real estate loans?
- What is the current state of the law regarding MAC clauses?
- How can counsel for lenders and borrowers best mitigate risk when negotiating MAC clauses and other loan terms in commercial mortgage loans?
Faculty
Douglas S. Buck,
Partner
Foley & Lardner, Madison, Wis.
He has broad experience with real estate transactions involving lending and financing. He is experienced in negotiating and documenting real estate workouts, foreclosures and restructurings.
Susan C. Tarnower,
Attorney
McGuireWoods, Atlanta
She practices in the area of real estate finance, focusing on commercial real estate loans. She previously worked as In-House Counsel for GMAC Commercial Mortgage Corporation and AMRESCO, Inc.
Christopher T. Nixon,
Shareholder
Winstead, Dallas
He represents national CMBS and portfolio lenders in servicing loans for all types of income-producing properties across the United States.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
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Online CLE Audio $149.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX*, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com. (*Indicates that Strafford needs to process the CLE — see below to purchase this option.)
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Available ten business days after the live event
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Customer Reviews
The presentation was not too long, but included a great deal of information. The speakers kept to their times and provided an opportunity for questions at the end.
Amy E. McShane
Phillips Lytle LLP
Very good current, practical and applicable discussion and information provided.
Matthew Moore
Clawson & Staubes, LLC
I appreciated that there was a great deal of current case law on the subject and the speakers were concise and informative.
Thomas G. Mancuso
Haskell Slaughter
The program covered a fair amount of material in a short time period.
Dawn Sharff
Bradley Arant Boult Cummings LLP
Length was ideal and the topic was timely. Excellent!
Jeanette Henderson
University of Washington
Real Estate Law Advisory Board
Partner
Alston & Bird
Partner
Stroock & Stroock & Lavan
Partner
Robinson & Cole
Of Counsel
Jenner & Block
Partner
Bryan Cave
Of Counsel
K&L Gates
Counsel
Kilpatrick Townsend & Stockton
Partner
Jones Day
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