Purchasing Commercial Real Estate Loans: Due Diligence, Consent Rights, Documentation, Title, Post-Closing

A live 90-minute CLE webinar with interactive Q&A

Tuesday, March 20, 2018

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, February 23, 2018

or call 1-800-926-7926

This CLE webinar will discuss the process, documentation and pitfalls in purchasing/selling commercial real estate loans of various types, including construction and permanent loans, mezzanine and B-Note interests. The panel review notice and consent, servicing and title issues, and complications with syndicated or securitized loans.


Purchasing an existing mortgage loan or loan portfolio can be a complex transaction, particularly when a property is under construction or renovation, the loan(s) is syndicated or securitized, or includes a mezzanine component. Counsel must be able to document the transaction and avoid the potential pitfalls associated with loan transfers.

Due diligence is critical. The buyer must inventory the types of loans being transferred—are they whole mortgage loans or participations? Are any loans in default? Are there any title issues? The buyer should also focus on underlying assets in addition to the real estate, including escrow accounts, operating accounts, letters of credit and leases.

Buyers and sellers have a stake in identifying to whom notice of a transfer must be given (servicers, custodians, banks, ground lessors) and from whom prior consent must be obtained. More complex loan structures, including participation agreements and intercreditor agreements, typically contain “qualified transferee” or similar transfer restrictions.

Listen as our authoritative panel discusses the mechanics of transferring commercial real estate loans of all types. The panel will discuss due diligence concerns both at the loan and property level; documenting the transfer; notice and consent; and closing concerns such as transfers of accounts and property and title insurance policies.



  1. Key provisions in an asset transfer agreement
  2. Due diligence
    1. Loan level: status of loan, other lenders
    2. Property level: real estate and other collateral
  3. Transfer considerations: consent rights, “qualified transferee” restrictions
  4. Title insurance/UCC insurance
  5. Loan servicing and location of documents
  6. Property insurance, transfer of accounts


The panel will review these and other key issues:

  • How might the characteristics of a CRE loan affect a loan purchaser’s due diligence checklist?
  • What are the threshold transfer issues that must be considered before proceeding?
  • What additional servicing and consent issues arise with securitized or syndicated loans?
  • How can the purchaser ensure that accounts and insurance policies are transferred at closing?


Ung, Euchung
Euchung Ung

Kleinberg Kaplan Wolff & Cohen

Mr. Ung primarily represents real estate investors, owners and lenders in partnership, LLC and joint venture...  |  Read More

Additional faculty
to be announced.

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