In-Building Wireless and Emerging 5G and CBRS Technology – The Potential Impact on Commercial Real Estate

Real estate lawyers use ROFOs, ROFRs, and purchase options in several contexts, including all types of commercial leases (office, retail, industrial, warehouse), ground leases, condominiums, and planned developments. Purchase rights can have a far-reaching impact on the grantor, holder, and subject property but are often an afterthought in the underlying transaction. They must be drafted with care, taking into account potential changes in parties and circumstances which may occur years later. We will discuss best practices for drafting purchase rights, including the following considerations. The agreement that includes a purchase right should state the conditions for exercising the right to purchase and include a "time is of the essence" clause. All notices and other documentation must be in writing, and the parties should be identifiable. The parties should specify whether the preemptive right is a one-time or continuing right, whether the agreement requires strict compliance in exercising the right, and whether it is assignable. The grantor should consider the burden on the title to the property. The grantor may have difficulty financing, selling, or leasing the property due to the purchase right. Lenders typically require subordination of an existing right before making a mortgage loan. Purchase rights should contain precise subordination language that addresses financing and foreclosure contingencies so that no further subordination is required. Listen as our authoritative panel discusses the nuances of ROFOs, ROFRs, and purchase options, as well as key provisions to include in each. The panel will also review the title ramifications of preemptive purchase rights and their impact on future financing and sales transactions.

Mezzanine financing allows borrowers to obtain financing in addition to a mortgage loan, but mezzanine loans add complexity, with additional documents, legal opinions, and third-party reports. Mezzanine lenders require separate consent rights for various actions by the borrower, and restructuring a nonperforming loan is especially problematic given the diverging interests of the mezzanine and mortgage lenders. Since the mezzanine lender's security interest is in the borrowing entity rather than the property, it must conduct entity-level diligence, including analyzing potential claims and agreements entered into by the property owner. Existing contracts and licenses might contain restrictions on transfer--the pledge securing the mezzanine loan or any foreclosure of the pledge could violate such limits. The mezzanine loan agreement should track the mortgage loan agreement, with mortgage loan representations recast to refer to the mezzanine borrower and the mortgage borrower. The mezzanine borrower and the mortgage borrower should be required to comply with entity-level covenants and property-related covenants. The mezzanine borrower's obligations are secured by a UCC pledge of equity interests in the property owner. The pledge can be perfected under Article 8 of the UCC. The mezzanine borrower's ownership interest in the mortgage borrower must be certificated so the mezzanine lender can take physical possession of the membership certificates. The operating agreement should also include Article 8 opting-in language. Listen as our authoritative panel discusses the nuances of mezzanine financing.

Standard design and construction contracts set the playbook for project success or failure. Case law, technology, and insurance have changed dramatically over the past 10 years. ConsensusDocs, a coalition of 40 leading construction organizations that include leading organizations like AGC, ABC, and COAA, published comprehensive updates to its most used prime and subcontract agreement. Changes to ConsensusDocs address payment, insurance (builder's risk policy), terminations, indemnification, mediation, and arbitration, attorney's fees, and much more. You will learn from the lead staff person, the highlights of the most significant changes and strategize how you can leverage in contract negotiations in using the new editions of ConsensusDocs standard documents for design-bid-build, design-build and CM At-Risk.

Join CEPTES and Salesforce experts to hear how leading property developers stand out in competitive markets and go from the first online viewing to handing over the keys in record time by delivering outstanding customer experiences. Key Takeaways What is the cost (Onboarding + Operational) How to automate end to end real-estate operations How to ensure zero lead leakage with accelerated sales productivity Best ways to optimize processes in order to save time & cost Efficiently manage the entire channel partner ecosystem How to assess metrics with AI & Analytics