What you'll actually negotiate and sign. The fastest closings happen when borrowers know what these documents are before they hit the table.
Term Sheet
Non-binding outline of proposed loan terms, amount, rate, fees, prepayment, recourse, covenants. Issued after preliminary review. Defines the deal before legal docs are drafted. Most negotiation happens here.
Loan Commitment
Binding commitment from the lender to fund the loan subject to remaining conditions (final appraisal, title clean, closing docs). Issued after term sheet acceptance and underwriting clearance.
LOI, Letter of Intent
Non-binding outline of deal terms used in property purchases or partnership negotiations. Establishes intent before drafting binding contracts. Speeds up the path to definitive docs.
Due Diligence, DD
The lender's verification phase, appraisal, environmental, title, survey, borrower financials, property financials. Typically 2–4 weeks. Where most deals slip or die.
Appraisal
Independent valuation of the property by a licensed appraiser, paid by the borrower but ordered by the lender. Drives final loan size on LTV-based products. Low appraisal = smaller loan or more equity.
Phase I ESA, Environmental Site Assessment
Standard environmental review for commercial property, title history, historical use, current condition, regulatory database search. Required on most commercial deals. Issues trigger Phase II (sampling).
Title Insurance
Insurance protecting the lender (and optionally the buyer) against defects in the property's title, undisclosed liens, claims, encroachments. One-time premium at closing. Required by virtually all lenders.
Escrow
Neutral third party holding funds, documents, and instructions during closing. Distributes everything per the closing instructions once all conditions are met. Also used post-closing for tax/insurance reserves.
Prepayment Penalty
Fee charged if the borrower pays off the loan before a defined date. Protects lender's expected yield. Common structures: declining percentage, yield maintenance, defeasance. Bridge loans often have no penalty; permanent loans usually do.
Yield Maintenance
Prepayment penalty that makes the lender whole as if the loan ran to term, the borrower pays the difference between the loan rate and current Treasury yield on the remaining balance and remaining term. Common in CMBS and permanent debt.
Defeasance
Loan payoff method where the borrower substitutes Treasury securities that generate cash flow matching the remaining loan payments. Removes the lien but keeps the loan on the lender's books. Standard on CMBS.
Loan Covenants
Borrower obligations written into the loan docs, minimum DSCR, occupancy thresholds, reporting requirements, reserve maintenance, restrictions on additional debt. Violating a covenant can trigger default even if payments are current.
Bad-Boy Carve-Outs
Exceptions to non-recourse, situations where the borrower or guarantor becomes personally liable. Standard carve-outs: fraud, misrepresentation, waste, environmental violation, unauthorized transfer of the property, bankruptcy filing.
Interest Reserve
Portion of loan proceeds held back at closing to fund interest payments during construction or lease-up, when the property doesn't yet generate cash flow. Standard on most construction loans.
Draw Schedule
Construction loan funding plan, proceeds released in stages tied to completion milestones, verified by inspection or third-party engineer. Standard 5–8 draws on a typical project.
Holdback / Reserve
Funds the lender retains from closing or future draws to cover specific conditions, completion holdback, leasing reserve, capex reserve. Released as conditions are met.