ALI-ABA Course of Study Modern Real Estate Transactions July 25-28, 2007 San Francisco, California PROGRAM FACULTY PARTICIPANTS FACULTY BIOGRAPHIES STUDY MATERIAL TABLE OF CONTENTS Page xiii xv xvii VOLUME I REAL ESTATE ACQUISITION, DISPOSITION, AND OWNERSHIP 1. Real Estate Acquisition, Development, and Disposition from Developer's Perspective By John D. Hastie 2. Letters of Intent in Commercial Real Estate Leases By Georgette C. Poindexter 3. The Hug: "There is Commerical Utility To Allowing Persons to Hug before They Marry." A Discussion of Letters of Intent in Purchase and Sale Transactions By Nina B. Matis and Elliot M. Surkin 4. The REIT Transaction: Strategies and Hints: An Update and Wendi L. Kotzen 5. Current Issues in the Negotiation of Hotel Purchase Agreements - 2005 6. A Practical Guide to Title Review By Shannon J. Skinner 7. A Practical Guide to Survey Review (With Checklist) By Shannon J. Skinner 8. Shopping Center Acquisition Checklist 9. Special and Limited Warranty Deeds 10. Agreements in Multiuse Projects Including Public Participants By John D. Hastie 11. Like Kind Exchanges of Real Estate By Wendi L. Kotzen 1 309 321 329 345 377 401 425 433 449 461
INSURANCE 12. Insurance 13. Who Should Pay for Unforeseen Insurance Costs? By Georgette C. Poindexter 14. Business Income Coverage and Other Mysteries By Arthur E. Pape 495 515 527 MANAGEMENT, OPERATIONS AND CONSTRUCTION 15. Property Management and Leasing Agreement 16. Asset Management Agreement 17. Exclusive Leasing and Sales Brokerage Agreement 18. The Financeable Hotel Management Agreement 19. Current Issues in the Negotiation of Hotel Management Agreements - 2005 20. An Overview of Architect and Construction Contracts By Stanley P. Sklar 21. The Wonderful World of Construction By John G. Cameron, Jr. 543 555 571 587 597 647 679 OWNERSHIP ENTITIES 22. Limited Liability Company Operating Agreement 23. Managing Investors' Liabilities in the Real Property Venture 24. When Joint Venturers Can't Agree: The Buy-Sell Revisted By Elliot M. Surkin 25. How Do I Get Out of Here? By Elliot M. Surkin 26. "Tax Shelter" Disclosure and List Maintenance Rules By David B. Bailey, Wendi L. Kotzen, and Joseph A. Rieser, Jr. 27. Unrelated Business Taxable Income (A Broad Overview) By Wendi L. Kotzen 721 767 797 835 849 873
REAL ESTATE FINANCING 28. Loan Commitments By Morton P. Fisher, Jr. 29. The American Land Title Association Title Insurance Forms Committee Final Draft Loan and Owner's Policies 30. A Comparison of the Proposed ALTA Loan Policy With the ALTA Loan Policy - 1992 31. A Comparison of the Proposed ALTA Owner's Policy With the ALTA Owner's Policy - 1992 32. Loan Policy of Title Insurance 33. Owner's Policy of Title Insurance 34. Policy of Title Insurance: Loan Policy 35. Policy of Title Insurance: Owner's Policy 36. Commercial Title Insurance Endorsements (The Basics for Owners and Lenders) By Dena Cruz and Scott Rogers 37. The New 2006 ALTA Policies: The Industry Listens! By Dena Cruz and Scott Rogers 38. Selected Issues in the Negotiation of Real Estate Financing Documents 39. Promissory Note 40. Sample First Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing Statement 41. Guaranty of Borrower's Non-Recourse Obligations 42. Exploding and Springing Guarantees 43. Fundamentals of Construction Lending 44. How To Document Securitized Commercial Real Estate Mortgage Loans By Carl J. Seneker, II 881 913 919 939 955 973 987 1001 1013 1025 1041 1069 1079 1139 1149 1161 1175
45. Impact of Securitization and Conduit Financing 1195 VOLUME II 46. Selection and Use of Local Counsel in Multistate Lending Transactions By John D. Hastie and Alan Wayte 47. Standard Form of Hotel Loan Agreement -- 2007 -- Annotated with Introduction 48. Standard Form of Hotel Management Agreement -- 2007 -- Annotated with Introduction 49. Standard Form of Hotel Purchase Agreement -- 2007 -- Annotated with Introduction 50. Standard Form of Tri-Party Agreement for Hotel Loan -- 2007 -- Annotated with Introduction 51. Subordinate and Mezzanine Real Estate Financing By Thomas R. Fileti 52. Title Insurance for Mezzanine Financing Transactions 53. Subordination, Non-Disturbance, and Attornment Agreements By Morton P. Fisher, Jr. 54. Intercreditor Agreement 55. Intercreditor and Subordination Agreement 56. Participating Loan Documents By Carl J. Seneker, II 57. Convertible Mortgage Option Agreement 58. Convertible Mortgage Anti-Clogging Affidavit 59. Creditors' Rights Coverage in Title Policies: Does Deletion of the Exclusion Imply Coverage? 60. Carveouts to Nonrecourse Loans: They Mean What They Say! 61. Due-on-Sale Clauses: Can They Still Be Challenged? 1201 1219 1279 1329 1363 1395 1411 1435 1455 1471 1499 1531 1547 1553 1565 1577
62. Insured Closings: Title Company Agents and Approved Attorneys 63. Benefits of the UCC Insurance Policy 64. A Comparative Analysis of Three Significant Forms of Real Estate Finance Legal Closing Options By James F. Morrow 1599 1631 1649 LEASING 65. Lease Review Checklist 66. Office Lease 67. Tenant Improvements and Work Letters By Jay A. Epstien 68. Work Letter Agreement Samples 69. Construction of Base Building and Tenant Improvements By Richard A. Fineman and Richard R. Goldberg 70. Rent, Pass-Throughs, and Escalations - An Overview By Morton P. Fisher, Jr. and Richard R. Goldberg 71. Retail Lease Agreement 72. Big Box Leasing - Questions and Answers 73. Bix Box Agreement of Lease 74. Use Clauses 75. Exclusive Clauses 76. Radius Clauses 77. Operations Covenant 78. Ground Lease 79. Elements of a Financeable Ground Lease By Ronald H. Wilcomes 80. How a Ground Lease is Different 1769 1781 1817 1833 1867 1887 1901 1971 1981 2019 2031 2047 2069 2109 2151 2157
81. Public/Private Development Partnerships - The Long Term Ground Lease By Ira J. Waldman 82. Lender's Checklist for Financing of a Property Subject to Leaseholds 83. Assignment and Subleases: Have I Got the Right Form? By Mark A. Senn 84. Assignment and Subletting By John W. Daniels, Jr. 85. Tenant Options and Rights of First Offer/Refusal - Sample Provisions and Comments By Linda A. Striefsky 86. Environmental Liabilities of Landlords in Commercial Leasing: Avoidance and Indemnities from the Landlord's Perspective 87. Primer of Remedies for Landlord Defaults By John W. Daniels, Jr. 88. Lease Termination Agreements By John D. Hastie 89. Lease Terminations, Solvent Tenants, and Bankruptcy Law By Michael T. Brody and James R. Stillman 90. Analysis of New Leasehold Endorsements for Owner's and Lender's Policies 91. California Appellate Courts Rule on Enforceability of Estoppel Certificates 2163 2199 2203 2225 2251 2267 2295 2321 2359 2379 2395 ETHICS AND CLIENT RESPONSIBILITY 92. Ethics and Professional Responsibility Issues in Real Estate Transactions By Morton P. Fisher, Jr. 93. Commercial Leasing -- Ethics By Kathryn Cochrane Murphy 94. Report of the ACREL Working Group on Ethics and Professionalism 2403 2439 2443