Interested in training for your team? Click here to learn more

Drafting and Negotiating Real Estate Loan Documents: Key Issues and Strategies for Borrowers and Lenders

Structuring Loans to Fit Property Type, Borrowing Entity, Deal Size, Environmental, and Other Conditions

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, April 2, 2024

Recorded event now available

or call 1-800-926-7926

This CLE webinar will examine the key features and documentation of commercial mortgage loan transactions in today's market. The panel will discuss provisions of particular concern to borrowers and lenders, typical negotiating points, and securitization or syndication parameters which may limit the lender's flexibility.


Documentation of real estate loan transactions has grown increasingly complex over the years. Commercial loans now generally include a note, mortgage and security agreement, loan agreement, assignment of leases, environmental indemnity, financing statements, cash management agreement and guaranty, and require negotiation of a myriad of issues relating to the borrower and its operation of the property.

The lender seeks protection of its collateral and as much control, information, rights, and remedies as possible. It may also require certain features that allow for securitization or syndication of the loan. Consequently, the lender's loan documents generally cover a broad set of issues and impose various obligations and restrictions on the borrower.

In reviewing and negotiating the documents, the borrower wants to ensure that they properly reflect the business deal and do not impose obligations that are inconsistent with the way the borrower leases and operates the property. The borrower wants to limit the extent to which personal liability is imposed on the borrower or its principals (including for environmental matters). Prepayment and due on sale provisions can also be critical points of contention.

Listen as our authoritative panel discusses the key concerns of borrowers and lenders in negotiating commercial mortgage documents and the extent to which certain provisions can be negotiated in a given transaction.



  1. Review of primary loan documents
    1. Promissory note
    2. Mortgage and security agreement
    3. Loan agreement
    4. Assignment of leases and rents
    5. Guaranty: recourse vs. non-recourse
    6. Environmental indemnity
    7. Cash management agreement
    8. Loan commitment or term sheet
  2. Key provisions
    1. Conditions precedent to funding
    2. Personal liability
    3. Events of default: notice and cure rights
    4. Prepayment/defeasance
    5. Due on sale or transfer
    6. Lease approvals
    7. Reserves and cash traps
    8. Condemnation and casualty
    9. Insurance
    10. Cross-default with cross-collateralization
  3. State of the market: current thoughts


The panel will review these and other critical issues:

  • From the lender's standpoint, what deal points must be included in a loan agreement? When might "short form" documents be available for smaller deals?
  • How have securitization and syndication affected structuring and documenting real estate loans?
  • What provisions are of the most concern to the borrower, and to what extent can they be negotiated?


Maguire, Andrew
Andrew Maguire

McCausland Keen + Buckman

Mr. Maguire counsels REITs and other publicly-traded companies, as well as privately held entities and family office...  |  Read More

Rolfes, Virginia
Virginia (Ginger) Rolfes

Nelson Mullins Riley & Scarborough

Ms. Rolfes is a real estate and finance attorney with more than 15 years of experience. She is experienced in...  |  Read More

Strayer, Matthew
Matthew L. Strayer

Bricker Graydon

Mr. Strayer represents buyers, sellers, owners, developers, and lending institutions on real estate projects involving...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video