Commercial Real Estate Financing 2017
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1 REAL ESTATE LAW AND PRACTICE Course Handbook Series Number N-652 Commercial Real Estate Financing 2017 Co-Chairs Steven R. Davidson Joshua Stein Everett S. Ward To order this book, call (800) 260-4PLI or fax us at (800) Ask our Customer Service Department for PLI Order Number , Dept. AV5. Practising Law Institute 1177 Avenue of the Americas New York, New York 10036
2 2 Legal Closing Checklist Melissa Schmucker Vandewater Seyfarth Shaw LLP If you find this article helpful, you can learn more about the subject by going to to view the on demand program or segment for which it was written. 73
3 74 Practising Law Institute
4 A. LOAN DOCUMENTS. 1. Promissory Note LC 2. [Construction] Loan Agreement LC 3. [Construction] Mortgage/Deed of Trust LC 4. Assignment of Leases and Rents LC 5. Assignment of Management Agreement and Subordination of Management Fees LC 6. Environmental Indemnity Agreement LC 7. Guaranty of Payment [and Completion] LC 8. Construction Loan Escrow Agreement LC (If 9. Assignment of Contracts, Permits and Licenses a. Certification and Consent from the general contractor, architect, and subcontractor LC/ 10. Certificate Regarding Plans and Permits LC/ 11. Deposit Account Control Agreement LC (If 12. Cash Management Agreement LC (If 13. orrower s Closing Certificate LC 14. Certificate of Independent Director LC (If 15. Post-Closing Agreement LC (If * L - Lender LC - Lender s Counsel TC - Title Insurance Company - orrower C - orrower s Counsel 3 75
5 16. UCC-1 Fixture Filings (Secretary of State and County). TITLE INSURANCE AND SURVEY. 1. Title Insurance Commitment/Proforma, along with copies of all Title Exception Documents and Legal Description in Word LC L/TC 2. ALTA Survey /C 3. Property Tax Information /TC 4. Insured Closing Protection Letter TC/LC (If 5. Wiring Instructions (On Title Company Letterhead) /TC 6. Payoff Letter(s) (If 7. Settlement Statement L/TC 8. Closing Escrow Instruction Letter LC C. CONSTRUCTION DOCUMENTS 1. Plans and Specifications (If 2. Construction udget (If 3. Architect s Agreement (If 4. Engineer Agreement (If 5. Construction Contract (If 6. Schedule listing all contracts relating to the construction work and, if required by L, copies of specified contracts (If 7. Construction Schedule (If 4 76
6 8. Schedule listing all necessary licenses and permits needed to commence construction work (If 9. Lien Waivers/Releases (If 10. Performance and Completion ond with dual obligee rider (If 11. Utility Will Serve Letters 12. uilding Permits D. OTHER DUE DILIGENCE. 1. Phase I Environmental Report L 2. Engineer/Structural Report L 3. Appraisal L 4. Zoning Compliance Report L 5. Construction Consultant s Report L (If 6. Certificate(s) of Occupancy /C (If 7. Purchase and Sale Agreement /C (If 8. Acquisition closing documents (conveyance deed, assignment of leases, settlement statement) /C (If 9. Rent Roll /C (If 10. Form Lease /C (If 11. Copies of all Commercial Leases /C (If 12. Tenant Estoppel Certificates and SNDA Agreements /C (If 5 77
7 13. Tenant Direction Letters /C (LC to provide form) (If 14. Management Agreement /C 15. Copies of all Service Contracts /C 16. List of Personal Property /C 17. Evidence of Property/Liability Insurance /C 18. Annual udget /C 19. Certified Operating Statements /C 20. Ground Lease /C (If 21. Ground Lessor Estoppel and Agreement /C (If 22. Master Lease /C (If 23. Master Lessor Estoppel and Agreement /C (If 24. Franchise Agreement /C (Hotel 25. Comfort Letter /C (Hotel 26. Credit Card Direction Letters /C (Hotel 27. Credit Card Agreement /C (Hotel 28. Liquor License (if applicable) /C (Hotel 29. Condominium Documents /C (Condos 30. Condominium Estoppel /C (Condos 6 78
8 E. ORGANIZATIONAL DOCUMENTATION. 1. Organizational Chart /C 2. Public Record Searches L 3. Government Issued Picture ID of ALL SIGNATORIES (clearly legible) 4. Evidence of Minimum Equity Investment (If 5. (orrower) a. Filed Articles or Formation Certificate, certified as filed by the Secretary of State where organized b. Operating Agreement/Partnership Operating Agreement/ylaws c. Good Standing Certificate ( ) d. Foreign Qualification Certificate ( ) e. Secretary s Certificate certifying a-d above attaching Resolutions/ Incumbency 6. ( ) a. Filed Articles or Formation Certificate, certified as filed by the Secretary of State where organized b. Operating Agreement/Partnership Operating Agreement/ylaws c. Good Standing Certificate ( ) d. Foreign Qualification Certificate ( ) e. Secretary s Certificate certifying a-d above attaching Resolutions/ Incumbency f. Taxpayer ID Number 7 79
9 7. ( ) a. Filed Articles or Formation Certificate, certified as filed by the Secretary of State where organized b. Operating Agreement/Partnership Operating Agreement/ylaws c. Good Standing Certificate ( ) d. Foreign Qualification Certificate ( ) e. Secretary s Certificate certifying a-d above attaching Resolutions/ Incumbency f. Taxpayer ID Number F. OPINION LETTERS. 1. [Formation State] Opinion - Due Formation/Execution/Authority 2. [Property State] Opinion - Enforceability C C 3. [Other] Opinion C 4. Special Delaware LLC Opinions: (a) State Law, and/or (b) Authority to File C (If 5. Non-Consolidation Opinion C (If 8 80
10 TENANT STATUS (IF APPLICALE) Tenant Name Lease Received Estoppel Received SNDA Received CONTACT INFORMATION LENDER ORROWER LENDER S COUNSEL ORROWER S COUNSEL ZONING CONSULTANT TITLE COMPANY 9 81
11 NOTES 82
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