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Comprehensive guide to real estate finance term sheets: drafting, negotiation, due diligence, key provisions, borrower/lender positions, LMA precedents, intercreditor, mezzanine and hedging

Practice notes
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This Practice Note serves as a practical, step-by-step guide to preparing and negotiating a term sheet for a real estate finance (REF) deal, while signposting related materials and resources. It summarises common REF structures, flags precedents that can act as a useful baseline for a REF term sheet, weighs up the usual borrower and lender viewpoints, and sets out an overview of the key areas, headline provisions and negotiation points, together with pragmatic considerations to bear in mind when drafting or negotiating a REF term sheet.

For fuller direction on the role and function of term sheets in loan transactions, and the types of provisions they typically contain, see the following Practice Notes for in-depth guidance:

  • Term sheets in lending transactions
  • How to draft and negotiate a LMA investment grade term sheet
  • Term sheet and mandate phase in loan transactions

The Banking and Finance Glossary provides added explanations and detail on commonly used terminology within the finance sector, and the Loan transaction collection offers an overview of the different phases of a loan transaction, with links to relevant and appropriate checklists, detailed practice notes and established precedents, as applicable and where appropriate.

Types of REF transactions

REF transactions most commonly...

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Web page updated on 21/05/2026

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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