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Structuring Real Estate Mortgage Covenants, Event of Default Provisions, Representations and Warranties

Drafting Provisions That Balance Borrower Protections With Lender Remedies

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, August 24, 2021

Recorded event now available

or call 1-800-926-7926

This CLE course will instruct borrowers' and lenders' counsel on structuring default provisions, representations and warranties, affirmative and negative covenants, and other provisions in commercial real estate loan documents. The panel will discuss the most recent trends and best practices.


Strategically crafted loan documents give flexibility to the borrower and adequate protections and remedies for the lender. Carefully structured loan provisions can minimize disputes between the parties and reduce the risk of suit.

Default clauses should carefully define "default", "event of default", and the borrower's ability to cure defaults. Grace periods and notice and cure provisions may be critically important to the borrower, while the lender may want to maintain its ability to take immediate enforcement action.

Affirmative and negative covenants are often among the most negotiated provisions in a loan transaction due to their integral relationship with individual properties and borrowers. Financial covenants and material adverse change (commonly referred to as MAC) clauses have evolved in the wake of the COVID pandemic but remain important tools for the lender to monitor property performance and trigger cash management.

Although property representations and warranties will vary among transactions, standard representations are in most loan agreements. There are also limitations (such as best knowledge) that borrowers seek to negotiate regarding the scope of representations and warranties.

Listen as our authoritative panel of real estate finance attorneys offers practical approaches for borrowers' and lenders' counsel for structuring loan covenants, event-of-default provisions, representations and warranties, and other loan provisions.



  1. Loan covenants
    1. Affirmative
    2. Negative
    3. Financial
  2. Default provisions
    1. Cross-default
    2. Insolvency-related events
    3. Due on sale; change of control
    4. Material adverse change
  3. Reps and warranties
    1. Regarding the borrower
    2. Regarding property
    3. Other


The panel will review these and other critical issues:

  • What are borrowers' and lenders' best tactics for mitigating risk when negotiating and drafting financial covenants?
  • What financial covenants do lenders insist are included?
  • How can the borrower and lender each minimize risk when drafting or relying on default provisions?
  • What are the standard property representations found in most facility agreements and what limitations do borrowers typically seek concerning representations?


Israni, Ankush
Ankush R. Israni

Stroock & Stroock & Lavan

Mr. Israni advises on a broad range of commercial real estate matters, including joint ventures, senior debt and...  |  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

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