Counsel for Lenders & Banks

We draft and negotiate the loan documents that make commercial real estate financing work: promissory notes, mortgages, assignments of leases and rents, security agreements, guaranties, environmental indemnities, and the supporting closing documents.

Drafting is matched to the credit: an owner-occupied SBA-backed loan needs different documents and different attention than a syndicated construction loan with mezzanine debt below it. We negotiate against borrower's counsel with the institution's interests in mind, and we coordinate with title to make sure the priority and survey issues are resolved before closing rather than discovered after.

Construction loans bring an additional document layer that has to align with the underlying construction contract: draw procedures and conditions precedent, stored materials provisions, lien waiver and subordination requirements at each draw, completion guaranties, payment guaranties, and carve-out guaranties from the developer or sponsor.

Title continuation and date-down endorsements have to be sequenced through the construction period. Mechanic's lien risk under Iowa Code §572 has to be monitored through the Mechanic's Notice and Lien Registry across the course of the project.

When a loan is supported by a Tax Increment Financing rebate stream, federal or Iowa historic tax credits, or LIHTC equity, the underlying public and tax-credit documents become part of the lender's collateral analysis.

We review urban renewal plans, development agreements, and minimum assessment agreements for enforceability and financeability; negotiate assignment-friendly language when working with developer's counsel; draft collateral assignments and obtain city consent to assignment; and address intercreditor issues when public financing sits alongside private debt.

Loan opinion letters are part of nearly every institutional commercial closing. We issue and coordinate opinion letters on authorization, due execution, and enforceability of loan documents; on the enforceability of TIF rebate streams and assignability to the lender; on entity authority and good standing; and on the issues specific to tax credit and public-private partnership transactions.

The work is done with attention to what the credit committee will actually accept: opinions that hedge into uselessness create more problems than they solve, and opinions that overreach create exposure for the firm.

Credit relationships don't stay static. Loan modifications, forbearance agreements, deeds in lieu, and the foreclosure track when those don't work. We handle these with the recognition that the institution's interest is usually a workable resolution rather than a maximally aggressive one.

The documents need to preserve the lender's position without unnecessarily damaging the borrower relationship or the underlying collateral. We work with internal credit and special assets teams on the document side of those workouts.