Commercial Real Estate Loans: Structuring Covenants, Events of Default Provisions and MAC Clauses
|
|
- Jocelin Nash
- 7 years ago
- Views:
Transcription
1 Presenting a live 90-minute webinar with interactive Q&A Commercial Real Estate Loans: Structuring Covenants, Events of Default Provisions and MAC Clauses Negotiating Agreement Provisions to Maximize Borrower Protection and Lender Remedies TUESDAY, NOVEMBER 26, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Christopher W. Rosenbleeth, Esq., Partner, Stradley Ronon Stevens & Young, Philadelphia Mairi V. Luce, Partner, Duane Morris, Philadelpia The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.
2 FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial and enter your PIN when prompted. Otherwise, please send us a chat or sound@straffordpub.com immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.
3 FOR LIVE EVENT ONLY For CLE purposes, please let us know how many people are listening at your location by completing each of the following steps: In the chat box, type (1) your company name and (2) the number of attendees at your location Click the SEND button beside the box If you have purchased Strafford CLE processing services, you must confirm your participation by completing and submitting an Official Record of Attendance (CLE Form). You may obtain your CLE form by going to the program page and selecting the appropriate form in the PROGRAM MATERIALS box at the top right corner. If you'd like to purchase CLE credit processing, it is available for a fee. For additional information about CLE credit processing, go to our website or call us at ext. 35.
4 FOR LIVE EVENT ONLY If you have not printed the conference materials for this program, please complete the following steps: Click on the ^ symbol next to Conference Materials in the middle of the lefthand column on your screen. Click on the tab labeled Handouts that appears, and there you will see a PDF of the slides for today's program. Double click on the PDF and a separate page will open. Print the slides by clicking on the printer icon.
5 Structuring Loan Covenants, Events of Default and MAC Clauses Effective Provisions to Maximize Borrower Protection and Lender s Remedies Christopher W. Rosenbleeth Stradley Ronon Stevens & Young crosenbleeth@stradley.com Mairi V. Luce Duane Morris Luce@duanemorris.com 5
6 Overview Loan Covenants Events of Default MAC Clauses 6
7 Nature of Loan Covenants Relate to future actions Limitations on actions that adversely affect: Ability of Borrower to repay debt Rights of Lender or ability of Lender to enforce its rights Often the most negotiated provisions in loan documents (along with defined terms) Generally speaking, all business points Negotiating at commitment stage vs. loan document drafting stage 7
8 What are covenants? Promises from Borrower Covenants can be: Affirmative ( Borrower will ) Negative ( Borrower will not ) Financial (i.e., requirements for financial performance) Incurrence: Borrower must not take an action that pushes a financial ratio beyond a specified level. Maintenance: Borrower must maintain at all times a certain financial ratio Collateral (i.e., requirements with respect to collateral) Covenant Lite vs. Covenant Heavy First Tier Loans That Emerged From Default Q Q Covenant Lite -89.6% Covenant Heavy-81.5% Source: Moody s Covenant-lite Defaults and Recoveries: Seeing Where it Hurts ; June 7,
9 What are covenants? Power Balance Between Lender and Borrower Appropriate limits vs. Operational Flexibility. Covenant Violation=(Technical) Default Power Shifts to Lender to Determine Remedial Steps Limit Borrower s Ability to Maneuver In Light of Weak Financial Performance Generate Fees For Lenders/Create Distractions For Borrowers Overarching Issues Between Lender and Borrower Relationship to credit/underwriting Materiality and reasonableness Extra obligations Extra burdens Flexibility Third parties 9
10 What are covenants? Overarching Issues Between Lender and Borrower (con t) Strengthening borrower bargaining position Manage risk Use credible data to back up requests Build relationships 10
11 Affirmative Covenants Typical examples: Financial Reporting Collateral Reporting Payment of obligations Taxes Notices Affirmative covenants should not require the borrower to do something it is not already doing. 11
12 Affirmative Covenant: Financial Reporting What must be delivered? Financial statements Tax returns Rent roll Timing of delivery Audit vs. review vs. internally prepared Borrower Considerations: Preparation Time Costs Auditor certification of No Defaults 12
13 Affirmative Covenant: Payment of obligations All other obligations must be paid, as and when due Other debt secured by collateral Contractual obligations Taxes Protection against other creditors Materiality of Debt Grace Periods 13
14 Affirmative Covenant: Notices Things Lender should (or wants to) know: Default/Event of Default Impairment of collateral Litigation against a credit party or with respect to collateral Borrower Considerations What constitutes notice How to give Where to send Frequency/limitations Required forms and attachments Accompanying certifications 14
15 Affirmative Covenant: Insurance Borrower to carry insurance covering: Property damage (Lender named as mortgagee/loss payee) Liability (Lender named as additional insured) Premiums paid in advance Escrowing premiums Borrower Considerations Broker Review of Insurance Provision Industry Standards For Types of Insurance and Coverage Limitations Business Interruption Property and collateral specific issues (flood certifications) 15
16 Affirmative Covenant: Inspections Physical inspection of Premises Environmental testing Tenants Borrower Considerations: Type and Frequency Advance Notice Party conducting inspection Confidentiality and privacy issues 16
17 Negative Covenant: Debt Rationale: Lender decision to make loan based on financial wherewithal of Borrower at closing Keeps Borrower from becoming over-extended Protection against other creditors Borrower Considerations Capital structure Permitted Indebtedness Leasing Costs Brokerage commissions, tenant improvements Carve-Outs for Disputes Taxing authorities Vendors/Suppliers Other Financing Arrangements 17
18 Negative covenant: Liens Rationale: Protect collateral from actions by other lienholders Lender always first mortgage holder Some standard exceptions Borrower Considerations Title insurance policy Existing zoning and building ordinances and land use regulations Liens in favor of Lender Approved leases Tax and assessment liens Liens approved by Lender Carve-Outs for Disputes Subordinated debt 18
19 Negative Covenant: Transfers No sale, lease, transfer of ownership interests Rationale: Protect Collateral Other Rationale: Lender comfort with equity group Regulatory concerns: PATRIOT Act Borrower Considerations Permitted Transfers Notice to and consent of Lender Permitted mergers: 1) of subsidiaries into borrower; 2) of subsidiaries into each other; 3) where borrower is surviving entity Transfers among existing equity holders Notice to Lender Change of control triggers Know Your Customer compliance Requirements for continued ownership 19
20 Negative Covenant: Organizational Documents No amendments to organizational documents Rationale: Maintain lien priority Second rationale: Borrower structure vetted by Lender Borrower Considerations Clean-up issues in conjunction with loan closing Advance notice to and consent of Lender for post-closing changes 20
21 Negative Covenants: Leasing Typically, leases pre-approved or terms pre-approved Underwriting varies based on property use Rationale: Lender makes loan based on assumptions about income Borrower Considerations New leases or modifications/amendments to existing leases Defining parameters pursuant to which Lender s consent will not be unreasonably withheld Assignment of leases to Lender Borrower s performance under leases Tenant estoppel notices Security deposits 21
22 Financial Covenants Pre : Real estate loans soft on financial covenants Post : Proliferation of financial covenants in CRE Typical: Debt Service Coverage Ratio Guarantor Liquidity Borrower Considerations Length of loan vs. financial projections Seasonality issues Testing frequency and periods 22
23 Financial Covenant: Debt Service Coverage Ratio Rationale: Ensure property generates sufficient cash flow to service debt Net Operating Income Gross income or revenues, but excluding any unearned income, proceeds from hazard insurance or condemnation awards, security deposits, and prepaid rent, less (ii) all operating expenses. Exclude loan receipts and payments from calculation Debt Service Principal and interest payments on Loan Include subordinated debt secured by real property 23
24 Financial Covenant: Guarantor Liquidity Rationale: Ensure Guarantor(s) has sufficient liquidity to repay debt Typically, cash and cash equivalents Marketable securities? 24
25 Events of Default Generally, dictates when a Lender can exercise remedies No automatic acceleration, except upon bankruptcy Lender concerns If transaction has guarantors, Events of Default should cover both Borrower and Guarantors Can be heavily negotiated, though standard terms are fairly well-developed 25
26 Events of Default (cont d) Default vs. Event of Default Event of Default Defined set of circumstances Cannot be cured Repeat: CANNOT BE CURED Default Any event, occurrence, condition which, with giving of notice or passage of time or both, would constitute Event of Default Can be cured 26
27 Events of Default (cont d) and is continuing Again, Events of Default cannot be cured What if Borrower insists? The occurrence of any one or more of the following events shall constitute an Event of Default hereunder (which shall be deemed continuing until waived in writing by Lender) Lender, not Borrower, makes this determination 27
28 Events of Default (cont d) Borrower Considerations Lender reluctance to negotiate Curable events of defaults Monetary events of default Limited number of notices/year Notice before certain remedies are exercised Fees Non-monetary events of default Notice and opportunity to cure Limited cure opportunities Threshold limitations Material adverse change Cross-defaults Scope and materiality of the agreements triggering cross-default 28
29 Events of Default: Cross-Defaults Default under other debt gives rise to Event of Default Another reason to limit additional indebtedness Borrower Considerations Other debt owed to lender Debt owed to third party Triggering events Cure opportunities 29
30 Events of Default: Insolvency Voluntary vs. involuntary bankruptcy Automatic acceleration of debt Borrower Considerations Timing issues for involuntary bankruptcy filing or other remedies exercised against borrower Insolvency of other entities (principal, guarantors, major tenant) Borrower s nuclear option: bankruptcy 30
31 Events of Default: Change of Control Rationale: Lender wants to know its Borrower PATRIOT Act concerns Borrower Considerations Consistency with No transfers covenant Same considerations Transfers among existing equity holders Notice to Lender Change of control triggers Know Your Customer compliance Continued ownership 31
32 Events of Default: Material Adverse Change Pre-2007: Not prevalent in CRE Post-2008: Increasing presence in CRE deals Material Adverse Change means a material adverse change in (a) the condition (financial or otherwise), operations, assets, liabilities, business, or prospects of the Borrower and its Subsidiaries, taken as a whole, or (b) the ability of the Borrower to repay the Obligations or the ability of any Subsidiary to perform their respective obligations under the Loan Documents, or (c) the rights and remedies of the Lender under the Loan Documents, or (d) the legality, validity or enforceability of any Loan Document or (e) the Liens granted the Lender pursuant to the Security Documents. Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Borrower, any Material Subsidiary or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material adverse effect upon (i) the perfection or priority of any Lien granted under any of the Collateral Documents; provided that the Collateral covered by such Lien has a fair market value, individually or in the aggregate, in excess of $1,000,
33 Events of Default: Material Adverse Change Difficulties for Lender in calling MAC event of default Industry standard for pure real estate loans? Define thresholds for the definition of material the scope of this possible Event of Default Borrower s options for MAC 33
Structuring Covenants in Leveraged Loans and High Yield Bonds for Borrowers and Lenders
Presenting a live 90-minute webinar with interactive Q&A Structuring Covenants in Leveraged Loans and High Yield Bonds for Borrowers and Lenders Analyzing Financial and Performance Covenants, Equity Cures,
More informationNegotiating EBITDA and Financial Covenants in Middle Market Loan Agreements
Presenting a live 90-minute webinar with interactive Q&A Negotiating EBITDA and Financial Covenants in Middle Market Loan Agreements WEDNESDAY, OCTOBER 23, 2013 1pm Eastern 12pm Central 11am Mountain 10am
More informationStructuring Rooftop Lease Agreements: Legal and Business Considerations
Presenting a live 90 minute webinar with interactive Q&A Structuring Rooftop Lease Agreements: Legal and Business Considerations Negotiating Leases for Telecom Equipment, Solar Energy, Commercial Farming,
More informationPayment and Performance Surety Bonds in Construction Projects: Perspectives of Owners, Contractors and Sureties
Presenting a live 90-minute webinar with interactive Q&A Payment and Performance Surety Bonds in Construction Projects: Perspectives of Owners, Contractors and Sureties Asserting and Defending Surety Bond
More informationHow To Listen To A Conference On A Computer Or Cell Phone
Presenting a live 90-minute webinar with interactive Q&A M&A Auctions: Successful Bidding Strategies Planning and Executing Winning Bids, Minimizing Costs of Losing Bids THURSDAY, JANUARY 8, 2015 1pm Eastern
More informationCommercial Leases: Risk Mitigation Strategies for Landlords and Tenants
Presenting a live 90-minute webinar with interactive Q&A Commercial Leases: Risk Mitigation Strategies for Landlords and Tenants WEDNESDAY, OCTOBER 10, 2012 1pm Eastern 12pm Central 11am Mountain 10am
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Drafting and Negotiating Convertible Preferred Stock Provisions: Protecting Interests of Businesses and Investors Structuring Liquidation and Distribution
More informationfor Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions
Presenting a live 90 minute webinar with interactive Q&A Commercial Leases: Risk Mitigation Strategies for Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions
More informationEstate Planning Using LLCs and Limited Partnerships Achieving Estate Tax Savings Through Valuation Discounts, Protecting Against Creditor Claims
Presenting a live 90-minute webinar with interactive Q&A Estate Planning Using LLCs and Limited Partnerships Achieving Estate Tax Savings Through Valuation Discounts, Protecting Against Creditor Claims
More informationBuilder's Risk Insurance for Construction Projects: Legal Issues
Presenting a live 90-minute webinar with interactive Q&A Builder's Risk Insurance for Construction Projects: Legal Issues Evaluating Scope of Coverage, Policy Exclusions and Coverage Extensions and Sub-Limits
More informationNegotiating EHR Agreements: Complying with HIPAA, Stark and AKS, Overcoming Privacy and Security Risks
Presenting a live 90-minute webinar with interactive Q&A Negotiating EHR Agreements: Complying with HIPAA, Stark and AKS, Overcoming Privacy and Security Risks Acquiring an EHR and Meeting Incentive Program
More informationCaptive Insurance Companies in Estate Planning: A Profit Maximization and Risk Reduction Tool
Presenting a live 90-minute webinar with interactive Q&A Captive Insurance Companies in Estate Planning: A Profit Maximization and Risk Reduction Tool Leveraging the Benefits for Asset Protection, Wealth
More informationOvercoming Ethical Challenges for Multi-Firm Lawyers and Their Firms: Fiduciary Duty, Conflict, Fee-Splitting and More
Presenting a live 90-minute webinar with interactive Q&A Overcoming Ethical Challenges for Multi-Firm Lawyers and Their Firms: Fiduciary Duty, Conflict, Fee-Splitting and More TUESDAY, SEPTEMBER 16, 2014
More informationVenture Lending, Working Capital and Term Loans for Emerging Companies: Borrower and Lender Perspectives
Presenting a live 90-minute webinar with interactive Q&A Venture Lending, Working Capital and Term Loans for Emerging Companies: Borrower and Lender Perspectives Negotiating Loan Terms, Collateral Requirements,
More informationReceivable and Inventory Strategies for Lenders and Borrowers Crafting Commercial Loan and Security Agreements
Presenting a live 90 minute webinar with interactive Q&A Collateral Based Financing Using Accounts Receivable and Inventory Strategies for Lenders and Borrowers Crafting Commercial Loan and Security Agreements
More informationInsurance Due Diligence in M&A Deals: Evaluating Coverage and Gaps, Mitigating Risks and Potential Liabilities
Presenting a live 90-minute webinar with interactive Q&A Insurance Due Diligence in M&A Deals: Evaluating Coverage and Gaps, Mitigating Risks and Potential Liabilities THURSDAY, OCTOBER 29, 2015 1pm Eastern
More informationM&A Purchase Price Adjustment Clauses
Presenting a live 90-minute webinar with interactive Q&A M&A Purchase Price Adjustment Clauses Crafting Provisions to Mitigate Buyers' Financial Risks and Achieve Fair Compensation for Sellers THURSDAY,
More informationSBA Lending: Documenting, Closing and Servicing 7(a) and CDC/504 Loans
Presenting a live 90-minute webinar with interactive Q&A SBA Lending: Documenting, Closing and Servicing 7(a) and CDC/504 Loans Navigating SBA Approval and Authorization Process, Preserving the Loan Guaranty
More informationDivorce: When a Spouse Files Bankruptcy
Presenting a live 90-minute webinar with interactive Q&A Divorce: When a Spouse Files Bankruptcy Dischargeability of Domestic Support Obligations and Property Settlements WEDNESDAY, FEBRUARY 15, 2012 1pm
More informationBuilder's Risk and CGL Insurance for Construction Projects: Mitigating Developer and Contractor Risks
Presenting a live 90-minute webinar with interactive Q&A Builder's Risk and CGL Insurance for Construction Projects: Mitigating Developer and Contractor Risks Evaluating Scope of Coverage, Covered Losses,
More informationSTATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE FUND NEW YORK STATE HOUSING FINANCE AGENCY NYHOMES CONSTRUCTION LOAN FINANCING PROGRAM
STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE FUND NEW YORK STATE HOUSING FINANCE AGENCY NYHOMES CONSTRUCTION LOAN FINANCING PROGRAM NYHOMES CONSTRUCTION LOAN FINANCING PROGRAM The State of New
More informationLoans and Security Training
Jonathan Lawrence, Finance Partner, London Loans and Security Training November 2014 Copyright 2014 by K&L Gates LLP. All rights reserved. LOANS AND SECURITY TRAINING A. Entering into a loan facility B.
More informationSolar Leases: Legal Considerations for Property Owners
Presenting a live 90-minute webinar with interactive Q&A Solar Leases: Legal Considerations for Property Owners Analyzing Lease Sites and Deal Structures and Addressing Key Document Provisions WEDNESDAY,
More informationJason S. Rozes, Esq. Matthew B. Ginsburg, Esq. Dechert LLP
Commercial Real Estate Mezzanine Lending: Current Structural Features, Loan Document Concepts and Intercreditor Issues Jason S. Rozes, Esq. Matthew B. Ginsburg, Esq. Dechert LLP TABLE OF CONTENTS Page
More informationStructuring Leveraged Finance Transactions for Private Equity Acquisitions: Key Loan Terms and Trends
Presenting a live 90-minute webinar with interactive Q&A Structuring Leveraged Finance Transactions for Private Equity Acquisitions: Key Loan Terms and Trends THURSDAY, DECEMBER 18, 2014 1pm Eastern 12pm
More informationERISA Retirement Plans: Fiduciary Compliance and Risk Management for Investment Fund Selection and Fee Disclosures
Presenting a live 90-minute webinar with interactive Q&A ERISA Retirement Plans: Fiduciary Compliance and Risk Management for Investment Fund Selection and Fee Disclosures Discharging Fiduciary Duties
More informationSales Tax Audits in the Era of Digital Documentation Preparing for a Computer-Based Review Involving Electronic Invoices, Bills of Lading, Etc.
Presenting a live 110-minute teleconference with interactive Q&A Sales Tax Audits in the Era of Digital Documentation Preparing for a Computer-Based Review Involving Electronic Invoices, Bills of Lading,
More informationMedical Expert Depositions in Workers' Comp Cases
Presenting a live 90-minute webinar with interactive Q&A Medical Expert Depositions in Workers' Comp Cases Effective Techniques for Deposing Experts and Raising Strategic Objections TUESDAY, MARCH 11,
More informationNegotiating a Commercial Real Estate Loan Term Sheet
Negotiating a Commercial Real Estate Loan Term Sheet Moderator: John Melicharek Jr., Partner Panelists: Michael J. Pappert, Partner Nicholas P. Melillo, Counsel September 16, 2015 DISCLAIMER: This is a
More informationGuidelines for Subordinated Debt April 3, 2015
Office of the Comptroller of the Currency Guidelines for Subordinated Debt April 3, 2015 I. Introduction Subordinated debt (or subordinated debt note) is a financing tool that can be recognized in regulatory
More informationEstate and Trust Form 1041 Issues for Tax Return Preparers
Estate and Trust Form 1041 Issues for Tax Return Preparers Allocating Income and Deductions, Calculating DNI, Understanding Reporting Rules for Trusts, and More WEDNESDAY, FEBRUARY 27, 2013, 1:00-2:50
More informationLeveraging New IRS Rules Eliminating 36-Month Testing Period for Cancellation of Debt Income
Leveraging New IRS Rules Eliminating 36-Month Testing Period for Cancellation of Debt Income MONDAY, DECEMBER 15, 2014, 1:00-2:50 pm Eastern IMPORTANT INFORMATION This program is approved for 2 CPE credit
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features:
Presenting a live 90-minute webinar with interactive Q&A Estate Planning with Education Trusts and 529 Plans Establishing Education Trusts for Tax Savings, Drafting Education Provisions in Revocable Trusts,
More informationBusiness Entity Conversions: Income Tax Consequences You May Not Anticipate
Presenting a live 110-minute teleconference with interactive Q&A Business Entity Conversions: Income Tax Consequences You May Not Anticipate Understanding and Navigating Complex Federal Income Tax Implications
More informationCN - 1 $50,000 (YOUR COMPANY NAME HERE) CONVERTIBLE SUBORDINATED PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT
More informationDrafting Term Sheets and Financing Agreements. Ward Buringrud Partner, Finance and Commercial Law Transactions
Drafting Term Sheets and Financing Agreements Ward Buringrud Partner, Finance and Commercial Law Transactions The business plan What the lender wants What the borrower wants Agenda Term sheet basics and
More informationFrom PLI s Course Handbook Private Equity Acquisition Financing Summit 2006 #10725. Get 40% off this title right now by clicking here.
From PLI s Course Handbook Private Equity Acquisition Financing Summit 2006 #10725 Get 40% off this title right now by clicking here. 2 ASSET-BASED FINANCINGS FOR ACQUISITIONS COUNTING ON YOUR ASSETS Seth
More informationCONSTRUCTION AND PERMANENT LOAN FINANCING TERM SHEET
CONSTRUCTION AND PERMANENT LOAN FINANCING TERM SHEET This Term Sheet is to be utilized for disclosure of possible terms and conditions only. This is not to be construed as a commitment to lend. Terms and
More informationNew Partnership Debt for Equity Exchange Regulations Navigating Issues With COD Income, Gains and Losses, and Other Aspects of Sect.
Presenting a live 110 minute teleconference with interactive Q&A New Partnership Debt for Equity Exchange Regulations Navigating Issues With COD Income, Gains and Losses, and Other Aspects of Sect. 108(e)(8)
More informationPerformance Bonds and CGL Insurance In Construction Projects: Navigating the Interplay Between Insurance and Surety
Presenting a live 90-minute webinar with interactive Q&A Performance Bonds and CGL Insurance In Construction Projects: Navigating the Interplay Between Insurance and Surety Minimizing Risks and Maximizing
More informationFARM LOAN GUARANTEE PROGRAM
FARM LOAN GUARANTEE PROGRAM LENDER MANUAL Contents ABOUT THIS MANUAL... 4 WHO TO CONTACT... 4 ELIGIBILITY... 5 A. ELIGIBLE LENDERS... 5 Becoming a Participating Lender... 5 B. ELIGIBLE BORROWERS... 5 C.
More informationESI Discovery in Federal Criminal Cases: Leveraging the New JETWG Recommendations
Presenting a live 90-minute webinar with interactive Q&A ESI Discovery in Federal Criminal Cases: Leveraging the New JETWG Recommendations THURSDAY, APRIL 26, 2012 1pm Eastern 12pm Central 11am Mountain
More informationHome Equity Conversion Mortgage (Reverse Mortgage) This Mortgage ("Security Instrument") is given on (date). The Mortgagor is (Name), of
Home Equity Conversion Mortgage (Reverse Mortgage) This Mortgage ("Security Instrument") is given on (date). The Mortgagor is (Name), of (street address, city, county, state, zip code), hereafter called
More informationNegotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations
Presenting a live 90-minute webinar with interactive Q&A Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations Structuring Terms to Minimize Financial Risks, Measuring
More informationBUSINESS CREDIT AND CONTINUING SECURITY AGREEMENT
BUSINESS CREDIT AND CONTINUING SECURITY AGREEMENT This Business Credit and Continuing Security Agreement ("Agreement") includes this Agreement and may include a Business Credit Agreement Rider and Business
More informationCCIM Presentation: How Bankruptcies Affect Distressed Assets By: Tom Hillier and Ivy Grey Davis Wright Tremaine LLP
CCIM Presentation: How Bankruptcies Affect Distressed Assets By: Tom Hillier and Ivy Grey Davis Wright Tremaine LLP BANKRUPTCY 101 BASICS & CONTEXT 1. Guiding Policies a. Equality of Distribution b. Adequate
More informationRisk Factors Relating to NWR s Debt
Risk Factors Relating to NWR s Debt The following is a brief summary of certain risks related to the 7.375% Senior Notes of NWR due 2015 (the 2015 Notes ) and the 7.875% Senior Secured Notes of NWR due
More informationARCH CAPITAL ADVISORS
ARCH CAPITAL ADVISORS TERM SHEET Mezzanine Debt This term sheet does not constitute an offer and is solely for discussion purposes. This term sheet shall not be construed as creating any obligations on
More informationMarital Deduction Revocable Trusts: Funding Formulas to Minimize Tax and Maximize Spousal Benefits
Presenting a live 90-minute webinar with interactive Q&A : Funding Formulas to Minimize Tax and Maximize Spousal Benefits Selecting, Structuring, and Applying Pecuniary Marital, Non-Marital and Fractional
More informationLOAN SERVICING REQUEST GUIDELINES FOR THE COMMERCIAL LOAN SERVICING CENTERS
LOAN SERVICING REQUEST GUIDELINES FOR THE COMMERCIAL LOAN SERVICING CENTERS FRESNO SERVICING CENTER 2719 N. AIR FRESNO DR., STE 107 FRESNO, CA 93727 (559) 487-5650 LITTLE ROCK SERVICING CENTER 2120 RIVERFRONT
More information(Space Above This Line For Recording Data) SECOND MORTGAGE
This document was prepared by: When recorded, please return to: Illinois Housing Development Authority 401 N. Michigan Avenue, Suite 700 Chicago, IL 60611 Attn: Home Ownership Programs (Space Above This
More informationPresenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Dean C. Berry, Partner, Cadwalader Wickersham & Taft, New York
Presenting a live 90-minute webinar with interactive Q&A Estate Planning Involving Resident and Non-Resident Aliens Navigating Estate, Gift and GST Tax Rules, and Leveraging Estate and Lifetime Gifting
More informationMinority Business Loan Mobilization Program Lender Participation Agreement
Minority Business Loan Mobilization Program Lender Participation Agreement Section 1 INCLUDED LOANS: Pursuant to authority granted under Act 1428 15-4-306, the Minority Business Division of the Arkansas
More informationWorking Out Mortgage Loans and B Notes. Presented by: Richard D. Jones Dechert LLP to ACREL
Working Out Mortgage Loans and B Notes Presented by: Richard D. Jones Dechert LLP to ACREL TABLE OF CONTENTS Page I. COMMON SPLIT MORTGAGE LOAN AND SUBORDINATE DEBT STRUCTURES... 1 II. III. A. Whole Mortgage
More informationBusiness Credit and Continuing Security Agreement
Chapter 3: Business Credit and Continuing Security Agreement The Business Credit and Continuing Security Agreement (BCCSA) is the contract between the borrower and the credit union that consummates the
More informationOffice Leasing: Agreement of Lease (Pro-landlord Long Form NY)
Office Leasing: Agreement of Lease (Pro-landlord Long Form NY) James I. Hisiger, Latham & Watkins LLP This Standard Document is published by Practical Law Company and is available on the PLC Real Estate
More informationAllocating Defense Costs Among Multiple Insurers and Between Covered and Uncovered Claims
Presenting a live 90-minute webinar with interactive Q&A Allocating Defense Costs Among Multiple Insurers and Between Covered and Uncovered Claims Methods of Allocation Among Insurers and Allocation to
More informationCDFI Bond Guarantee Program Secondary Loan Requirements
CDFI Bond Guarantee Program Secondary Loan Requirements In order for an Eligible CDFI to make a Secondary Loan through the CDFI Bond Guarantee Program, it must ensure that the Secondary Loan is made in
More informationCOMMERCIAL LENDING REQUIREMENTS AND LOAN DOCUMENTATION IN VIRGINIA. Part IX. Real Estate Issues. By Douglas J. Sanderson
COMMERCIAL LENDING REQUIREMENTS AND LOAN DOCUMENTATION IN VIRGINIA Part IX. Real Estate Issues By Douglas J. Sanderson McCandlish & Lillard, P.C. Fairfax, Virginia dsand@mccandlaw.com Previously in this
More informationCohen, Salk & Huvard, P.C. Attorneys At Law
Cohen, Salk & Huvard, P.C. Attorneys At Law Bennett L. Cohen 630 Dundee Road, Suite I20 Bruce A. Salk Northbrook, Illinois 60062 Bruce K. Huvard Bruce J. Waldman Tel 847.480.7800 Richard M. Hoffman Fax
More informationNegotiating Commercial Leases
Negotiating Commercial Leases by Dean P. Cazenave and Brett N. Brinson Kean Miller Hawthorne D Armond McCowan & Jarman, L.L.P. P. O. Box 3513 Baton Rouge, LA 70821-3513 (225) 387-0999 Introduction Like
More informationTHIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. SHORT SALE ADDENDUM
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 The printed portions of this form, except differentiated additions,
More informationDISCLAIMER. Page - 1 - of 17
DISCLAIMER The information provided in this presentation and any printed material is for informational purposes only. None of the forms, materials or opinions is offered, or should be construed, as legal
More informationStructuring Equity Compensation for Partnerships and LLCs
Presenting a live 90-minute webinar with interactive Q&A Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences TUESDAY,
More informationMINNESOTA COMMERCIAL LEASE AGREEMENT. This lease is made between, herein called Lessor, and
MINNESOTA COMMERCIAL LEASE AGREEMENT This lease is made between, herein called Lessor, and, herein called Lessee, agree upon the following TERMS and CONDITIONS: 1) Property: Lessee hereby offers to lease
More informationSettling Wage/Hour Claims: Weighing Settlement Options, Negotiating Damages, and Ensuring Court Approval
Presenting a live 90-minute webinar with interactive Q&A Settling Wage/Hour Claims: Weighing Settlement Options, Negotiating Damages, and Ensuring Court Approval WEDNESDAY, JANUARY 15, 2014 1pm Eastern
More informationIN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF. Case No.
FORM 10A.71 INTERIM FACTORING FINANCING ORDER IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF In re: In Proceedings Under Chapter 11 Case No. Debtor. INTERIM ORDER APPROVING SECTION 364 FINANCING
More informationCORPORATE FINANCE FINANCIAL INSTITUTIONS ENERGY AND INFRASTRUCTURE. Undertakings. Norton Rose LLP June 2012. PAR-#4041659-v1 1
CORPORATE FINANCE FINANCIAL INSTITUTIONS ENERGY AND INFRASTRUCTURE Undertakings Norton Rose LLP June 2012 1 UNDERTAKINGS What is an undertaking? 1 In general terms, an undertaking is simply an enforceable
More informationBUYING AND SELLING A BUSINESS
BUYING AND SELLING A BUSINESS Joanne M. Murray, Esquire Antheil Maslow & MacMinn, LLP 131 West State Street Doylestown, PA 18901 215-230-7500 Telephone 215-230-7796 Facsimile BUCKS COUNTY BAR ASSOCIATION
More informationDEED OF TRUST (Due on Transfer Strict)
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 The printed portions of this form, except
More informationInsurance Producer Agreement
Insurance Producer Agreement Section 1 - Producer s Authority The Producer shall periodically submit risks to the Company for its consideration as authorized by the Company. These risks shall be located
More informationThe condominium form of ownership in the United
A Lender s Primer: Major Repair Loans for Condominiums and Other Common Ownership Communities By Richard A. Rosner The condominium form of ownership in the United States is the product of enabling legislation
More informationRestructuring Overview: Chapter 11. Renée M. Dailey June 28, 2013
Restructuring Overview: Chapter 11 Renée M. Dailey June 28, 2013 What is Chapter 11? A chapter contained in title 11 of the United States Code (the "Bankruptcy Code") which provides for the reorganization,
More information11.437 Financing Community Economic Development Class 6: Fixed Asset Financing
11.437 Financing Community Economic Development Class 6: Fixed Asset Financing I. Purpose of asset financing Fixed asset financing refers to the financing for real estate and equipment needs of a business.
More informationLOAN AGREEMENT. (The City of Elk Grove Small Business Loan Program)
LOAN AGREEMENT (The City of Elk Grove Small Business Loan Program) THIS LOAN AGREEMENT (the "Loan Agreement") is made and entered into as of [date], by and between The City of Elk Grove, a California municipal
More informationFirst Time Home Buyer Glossary
First Time Home Buyer Glossary For first time home buyers, knowing and understanding the following terms are very important when purchasing your first home. By understanding these terms, you will make
More informationLetter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented)
Form: Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Description: This is a sample Letter of Intent for the acquisition
More informationDealing with Commercial Mortgage Defaults in Minnesota (Part II)
Dealing with Commercial Mortgage Defaults in Minnesota (Part II) By Bradley J. Hintze, Esq. As you will recall, Part I of this Article started out with a typical phone call that real estate attorneys receive
More informationFinancial Guidelines for Long-Term Care Home Licensing Applications
Financial Guidelines for Long-Term Care Home Licensing Applications Performance Improvement and Compliance Branch, Ministry of Health and Long-Term Care Revised: June 2015 Table of Contents Introduction...
More informationPurchase and Sale of Distressed Real Estate-Secured Loans
Purchase and Sale of Distressed Real Estate-Secured Loans By Doug Van Gessel and Katharine Allen As the credit crisis continues and financial institutions seek to rid themselves of "toxic" real estate
More informationBORROWER-IN-CUSTODY GUIDELINES
FEDERAL RESERVE BANK OF SAN FRANCISCO BORROWER-IN-CUSTODY GUIDELINES CREDIT AND RISK MANAGEMENT DEPARTMENT 101 MARKET STREET - MAILSTOP 830 SAN FRANCISCO, CA 94105 BICGD January 2015 TABLE OF CONTENTS
More informationPROPOSED REGULATION OF THE COMISSIONER OF MORTGAGE LENDING. LCB File No. R091-10
PROPOSED REGULATION OF THE COMISSIONER OF MORTGAGE LENDING LCB File No. R091-10 NRS 645B MORTGAGE BROKERS EXPLANATION Matter in italics is new; matter in brackets [omitted material] is material to be omitted.
More informationManaging Sales Tax Data: Streamlining Internal Controls to Maximize Compliance Efficiency
Presenting a live 110-minute teleconference with interactive Q&A Managing Sales Tax Data: Streamlining Internal Controls to Maximize Compliance Efficiency THURSDAY, FEBRUARY 20, 2014 1pm Eastern 12pm Central
More informationCommercial financing from a lender that understands your business.
Commercial Use Application See what fast and easy access to credit can do for you. As every independent business owner knows, everything turns on cash flow. That s why John Deere Credit makes it easy for
More informationVA Authorized Agent Agreement
VA Authorized Agent Agreement This VA Authorized Agent Agreement (the Agreement ), entered into this day of, 20 (the Effective Date ) by and between Data Mortgage Inc., d/b/a Essex Mortgage ( Lender )
More information$446,366,205 SENIOR DEMAND NOTES
FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-195015 1 ST FRANKLIN FINANCIAL CORPORATION $446,366,205 SENIOR DEMAND NOTES 1 st Franklin Financial Corporation (the "Company" or "1st Franklin") is
More information[Space Above This Line For Recording Data] which has the address of
FORM 3C.8 HOME EQUITY CONVERSION: MODEL MORTGAGE FORM [Space Above This Line For Recording Data] State of [see note 1] MORTGAGE THIS MORTGAGE ( Security Instrument ) is given on, 20. The mortgagor is,
More information1568 SF Twin Residential/Office Building. This information is deemed reliable, but not guaranteed.
Large Corner Double Lot Off Street Private Parking Black Horse Pike Frontage 1050 SF Retail Building 1568 SF Twin Residential/Office Building 1472 SF Residential/Office 3BR, 2Bath This information is deemed
More informationA Guide to Crowdfunding for Companies Seeking to Raise Capital
A Guide to Crowdfunding for Companies Seeking to Raise Capital A publication of the Securities Law Practice mefiifmp=kfwbo LLP June 2012 On April 5, 2012, President Obama signed into law the Jumpstart
More informationCOMMERCIAL CREDIT CARD AGREEMENT
COMMERCIAL CREDIT CARD AGREEMENT This Commercial Credit Card Agreement contains the terms which govern the use of your Visa business credit card and corresponding Account, and outlines your responsibilities
More informationBROKER AGREEMENT. NOW THEREFORE, in consideration of promises, covenants and agreements hereinafter contain, the parties agree as follows:
THIS AGREEMENT is entered into in the State of California this day of 2006, between Crestline Funding Corporation, hereinafter referred to as Crestline Funding, and, hereinafter referred to as Broker.
More information2013 NAIC ANNUAL STATEMENT INSTRUCTIONS HEALTH DEC 2013 REVISIONS
2013 NAIC ANNUAL STATEMENT INSTRUCTIONS HEALTH DEC 2013 REVISIONS PAGE 45: LIABILITIES, CAPITAL AND SURPLUS Revision: Modify instruction for Details of Write-ins Aggregated at Line 23 for Liablities Reason:
More informationBEXIL AMERICAN MORTGAGE INC./AMERICAN MORTGAGE NETWORK BROKER GUIDE
BEXIL AMERICAN MORTGAGE INC./AMERICAN MORTGAGE NETWORK BROKER GUIDE This Broker Guide ( Guide ), as supplemented and amended from time to time by Bexil American Mortgage Inc./American Mortgage Network
More informationFUNDAMENTALS OF UCC FORECLOSURES Bankruptcy Section Meeting October 25, 2011. Presented by Dennis G. Fenerty GROH EGGERS, LLC. fenertyd@groheggers.
FUNDAMENTALS OF UCC FORECLOSURES Bankruptcy Section Meeting October 25, 2011 Presented by Dennis G. Fenerty fenertyd@groheggers.com This outline describes the process required under Alaska s Uniform Commercial
More informationCREFC Model Representations and Warranties March 2011
1. Complete Servicing File. All documents comprising the Servicing File will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling
More informationIngredients for a Successful Cram Up Reorganization
Ingredients for a Successful Cram Up Reorganization New York Law Journal March 01, 2010 By Jeffrey W. Levitan Due to the unavailability of replacement or exit financing, companies seeking to reorganize
More informationTITLE 5 BANKING DELAWARE ADMINISTRATIVE CODE
TITLE 5 BANKING 900 Regulations Governing Business of Banks and Trust Companies 1 905 Loan Limitations: Credit Exposure to Derivative Transactions 1.0 Purpose This regulation sets forth the rules for calculating
More informationSECURED DEMAND NOTE COLLATERAL AGREEMENT
SECURED DEMAND NOTE COLLATERAL AGREEMENT This Secured Demand Note Collateral Agreement (the "Agreement") is effective as of the day of, 20 by and between the "Lender") and (the "Borrower"), who mutually
More informationthe outstanding Principal Amount plus any accrued and unpaid interest under this
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST HEREIN OR
More informationTABLE OF CONTENTS Insuring of Industrial Mortgages
Connecticut Industrial Building Commission Sec. 32-13 page 1 (9-97) TABLE OF CONTENTS Insuring of Industrial Mortgages Application and fees... 32-13- 1 Commitment or unacceptance... 32-13- 2 Covenant for
More information