Scope of Services

Terms and Scope of Services

The full amount of the fees for pre-defined entity review services, plus rush surcharges, if applicable, shall be fully earned at the time Highland Law Corporation (the “Firm“) first begins work on any entity review matter, regardless of whether the client requesting the entity review services (“Client“) thereafter instructs the Firm to stop work on the matter or cancel the service request. No refunds or discounts are available for entity review matters that are cancelled after work has already been commenced on the matter at the time the notice of cancellation is received by the Firm.

In order to receive pre-defined fee pricing (“Scheduled Fees“) all requests for pre-defined entity review services (“Entity Reviews“) must be submitted via the LoanDocSolutions (“LDS“) client website maintained by LDS for use by Client. Accordingly, Client must be a LDS client with login access to the LDS client website in order to submit requests for Entity Reviews.

The scope of services provided for Entity Reviews are set forth below on this web page. The Firm reserves the right to revise the scope of the services from time to time. The current scope of services shall be available at all times on this web page, and on LDS client website, accessible from the pricing information page. Client agrees that each Entity Review matter (whether charged at Scheduled Fees pricing or on an hourly basis) shall be limited to the scope of services in effect at the time the order is submitted by Client. Unless otherwise agreed in a particular matter, the Firm shall have no liability or responsibility for any matters or issues that are outside the scope of services in effect at the time each order is submitted by Client.

If especially complex entity or other legal issues are presented, or if services are required that are beyond the scope of services set forth herein, then additional fees will apply. Such additional fees will be billed at the Firm’s hourly rates then in effect (“Hourly Charges“). The Firm will notify Client at such time as additional Hourly Charges will begin to be billed in addition to the standard Scheduled Fees. Client agrees to pay any such additional Hourly Charges in addition to the standard Scheduled Fees.

Scope of Services for Entity Reviews

The scope of services included in pre-defined Entity Review services consists of the review and analysis of entity documents provided to the Firm in order to determine the proper signatories to loan documents on behalf of entity borrower(s), sub-entity(ies) and/or entity guarantor(s). That is, the purpose and scope of the Entity Review is to provide signature blocks with the recommended signers, and does not include an opinion on due formation, valid existence or good standing of the entity(ies). The Firm will issue an email to Client with the recommended signature blocks. The Firm’s signature block email will also note any member, director, officer and/or partner approvals the Firm deems necessary to authorize the execution of the documents by the entity(ies) in question.

If, in the course of such review to determine proper signature blocks, the Firm notes any major deficiencies or problems with the entity documents, which the Firm believes may be material to the Lender, the Firm may note such deficiencies or problems in the signature block email, along with suggestions for additional documents that in the Firm’s judgment should be obtained and/or corrections which in the Firm’s judgment should be made, prior to the closing of the loan transaction in question. If the Firm notes deficiencies or problems which are significant, or if the Firm is missing any necessary documentation, the Firm may elect not to issue its signature block email, in which case the Firm will typically issue an email outlining the deficiencies, problems or additional documentation required (“Deficiency Email“). When the Firm so elects not to issue its signature block email, the Scheduled Fees (or Hourly Charges, if greater) will have been exhausted and fully earned at the time of the issuance of the Deficiency Email. Any further work required after issuance of the signature block memo or the Deficiency Email will be billed on an hourly basis at the Firm’s regular hourly rates.

At the time a Deficiency Email is issued, the Firm may include an invoice for the Scheduled Fees (or Hourly Charges, if greater), or at the Firm’s discretion, may leave the matter open for a time (not to exceed thirty days) so that the Entity Review may be completed once the problems are rectified, with additional time being billed as Hourly Charges.

The scope of Entity Review services do not include tracing the history of the ownership or management of entities. Further, pre-defined Entity Review services do not include any express or implied opinion on due formation, valid existence, good standing, identity or proper election of officers, or authorization of the signatories to sign the particular transaction documents on behalf of the entity(ies) in question. Pre-defined rate Entity Review services do not include the review of entity documents for sub-entities, non-managing members, partners or other equity owners of borrowers or guarantors that are not relevant to the issue of authority to sign the transaction documents.  Pre-defined Entity Review services do not include a review or analysis of provisions in entity documents which may trigger the dissolution or termination of the entity upon the occurrence of certain events such as death, withdrawal or dissolution of a manager, member, partner or other equity owner or signatory.

Completion of each Entity Review is contingent upon receiving all documents needed to complete the analysis from Client. In performing its review and analysis, the Firm shall assume without any independent investigation the genuineness, accuracy and completeness of all entity documents supplied to the Firm, and Client hereby consents to such assumptions.

Special terms applicable to review of certain trust documents. For certain trusts that present special legal issues the Firm’s pre-defined Entity Review services will require that Client obtain and furnish to the Firm a legal opinion from the trust’s legal counsel which specifies the identity and authority of the trust and the trustee(s) to enter into the loan transaction and perform the trust’s obligations under the loan documents, together with the legal counsel’s recommendation as to the proper signature block for the trust and proper title vesting. Trusts in this category include, without limitation, all trusts in which one of the original trustees/trustors has died or become incapacitated and pursuant to the trust provisions, the trust has been or is to be split into two or more sub-trusts. The Firm will advise Client when presented with any such trust, and that the Client should obtain and forward to the Firm a legal opinion from the trust counsel as specified above.  In such cases the Firm shall be entitled to rely upon the correctness of such legal opinion and the Firm’s entity review shall consist solely of a review of such legal opinion.

Services Excluded

Unless the Firm otherwise expressly agrees in writing to the contrary, the Firm shall have no concern, liability or responsibility and will not be providing Client with any advice or representation relating to the following issues or matters:

1. Litigation services of any kind, whether in court, arbitration, administrative hearings, or government agency hearings, or the rendering of advice in contemplation or in connection with existing or potential litigation;

2. Advice concerning the federal or state income tax ramifications of any past or contemplated transaction, or any transaction that results from the services performed hereunder;

3. Advice concerning usury laws or similar laws regulating the amount of interest or other charges that may be lawfully collected;

4. Advice concerning legal, licensing or regulatory restrictions, registrations or qualification requirements applicable to Client’s lending business, or to any Lender or investor in any transaction;

5. Advice concerning any truth-in-lending or other consumer protection laws applicable to consumer transactions, loans for a non-business purpose, loans secured by a borrower’s or guarantor’s residence, or loans with collateral consisting of or including one to four unit residential properties;

6. Advice concerning compliance or non-compliance with any state “unauthorized practice of law” statutes or other statutes requiring that local legal counsel be retained in connection with matters in which the firm is retained or other services in connection with the closing of Client’s loan transaction. Client shall be responsible to retain local counsel as required by the laws of the jurisdiction where the security property is located in and/or other applicable jurisdiction order to perform any services which, under the laws of the such jurisdiction, must be performed by legal counsel licensed in the such jurisdiction;

7. Review of or advice concerning the capitalization or assets of the entity subject to review; or

8. Changes to the law that may affect Client’s matter after completion of the services to which such change pertains (the Firm shall not have any affirmative obligation to notify Client of such changes to the law).