To My Fellow Lender Lawyers:

I close loans for lenders. Like you, I close lots of loans.

Though I write this letter during the dog days of August, I look back a few weeks ago at the role reversal I was in as borrower's counsel. One well respected lawyer in my home city, on the eve of leaving on vacation, asked that I assist one of his sophisticated corporate clients as borrower's counsel for an $8,000,000.00 loan closing. That same week, a correspondent for a major national lender, who I deeply respect and with whom I deeply enjoy working, asked that I assist two unsophisticated borrowers on whose behalf he had arranged a CMBS loan of $4,500,000.00. Yes, both Wall Street loans, with big name national law firms, who have offices coast to coast were representing lenders.

As lender lawyers, we are all smart, sometimes brilliant, and often crafty (and though some among us will seldom admit it, so too are a few borrower lawyers). But our conceit and upper hand may be our only common denominator. Consider the similarities and dissimilarities of the manner in which the two national law firms conducted themselves:

	National Law Firm No.1	National Law Firm No. 2
Location of office primarily responsible for closing loan.	New York	California
Number of total known lawyers who worked on the loan file.	5	3
Number of lawyers who were primarily responsible for closing loan.	2	2
Number of lawyers in firm licensed to practice
California law who rendered significant service or expended significant time in closing.	0	3
The level of experience of lawyer(s) primarily responsible for closing.	3 year lawyer	5 year lawyer
Level of understanding California law by lawyers/primarily responsible for case handling	low	high
Level of Dedication	Saturday night e-mails, time stamped after 8:00 p.m. (ET)	Telephonic communications while lawyer on vacation.
Level of cooperativeness	low	high
Nitpickiness	high	low
Humor level	low	high
Collegiality	low to fair	high
Total Attorney's Fees	$Still Disputed	$12,000.00
Did Loan Close?	No	Yes

Anecdotal footnotes to the chart might consume more pages than a Michner-novel. But here's one to ponder. With Law Firm No. 1 a major dispute arose over an edit request of the young associate at Law Firm No. 1, which consumed much time and unnecessary controversy; about 5.3 billable hours to be exact. Ironically when the same requested edit was made to Law Firm No. 2, it was made immediately and without controversy; only about .2 billables. When I initially requested of Law Firm No. 1 a reason why the requested edit was not approved, I was simply told "it is what it is". Although I generally understand the meaning of "is" as well as California's "one form of action rule", in this specific instance I was left in the Clinton Land of "Is".

Most beguiling was the opinion letter component of the transaction when Law Firm No. 1 and No. 2 were presented with almost the identical attorney opinion letter. Less than 60 minutes of time was required to discuss and mutually agree upon issues in the opinion letter with Law Firm No. 2, but more than five (5) hours of time was required to resolve the same issues with Law Firm No. 1. (It should be noted with respect to the opinion letter negotiating process with Law Firm No. 1, the New York attorney responsible for negotiating it, acknowledged a lack of familiarity with California law, denied repeated requests allowing me to speak directly with someone in its California office relating to the opinion letter, and only after five (5) e-mails and an appeal to the law firm's managing partner, was I given an opportunity to speak with someone from the firm's west coast office who understood California law).

These are but two examples. Get the idea? Our mantra is standardization, but the manner and conduct of how we close is not. Far from it.

Wearing borrower counsel boots for two (2) loans, which transcended a period of weeks in which I personally closed or supervised the closing of more than twenty (20) loans on behalf of lender clients, was a humbling, yet enlightening experience. Most lawyers representing borrowers on a regular basis have worse tales to tell.

It's time to consider the 7 basic rules for lender lawyering.

• Be an accommodator, rather than a muscle-flexing terminator (and if you choose to be the latter, get out of this business and run for governor).
• Lender's counsel are not Golden Rule-Exempt.
• Be knowledgeable about what is necessary and what is not.
• Be practical about what is necessary and what is not.
• Levitate and ingratiate.
• When necessary, go local.
• Be collegial, not regal.
• Big wheels don't specialize in dead deals.
• If in doubt, get a grip and get the job done.