Mezzanine Foreclosure in Real Estate Finance: UCC Article 9, Mortgage and Intercreditor Constraints, Threshold Issues
Redefining a "Commercially Reasonable" Sale During and After the Pandemic
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the mezzanine foreclosure process, including notice, publication, and the commercial reasonableness standard under UCC Article 9. The panel will discuss threshold issues such as property due diligence, certificated interests and UCC policies, and intercreditor agreement and mortgage loan provisions which may impact the mezzanine lender's rights and remedies.
- Structure of a mezzanine loan: UCC security interest in the borrower
- Steps to take pre-foreclosure
- Due diligence: understanding terms of underlying mortgage debt, intercreditor, Article 8 opt-in
- Collateral besides equity interests
- UCC Foreclosure under Article 9: commercial reasonableness standard
- Strict foreclosure
- Transfer restrictions: "qualified transferee"
The panel will review these and other critical issues:
- What level of property due diligence and title review should the mezzanine lender conduct before foreclosure?
- What provisions in the mortgage documents and the intercreditor agreement should the mezzanine lender consider before foreclosure?
- How is the commercial reasonableness standard articulated in Article 9, and what does it say about conducting a public sale?
- What additional steps must the mezzanine lender take if the borrower has opted into Article 8?
- Is a sale conducted via Zoom or other online video conference considered commercially reasonable?
Meryl P. Diamond
Alston & Bird
Ms. Diamond focuses her practice on commercial real estate finance. She represents national commercial banks,... | Read More
Ms. Diamond focuses her practice on commercial real estate finance. She represents national commercial banks, investment banks, insurance companies and funds on a variety of U.S. loan transactions for portfolio and securitized lenders, including the origination, sale and purchase of permanent and construction loan financing, participations and mezzanine financing and loan restructuring, workouts and foreclosures.Close
SVP & Chief Underwriting Counsel
Fidelity National Title Group, UCCPlus
Mr. Zimmerman supervises and coordinates the underwriting, policy and production personnel and functions for the... | Read More
Mr. Zimmerman supervises and coordinates the underwriting, policy and production personnel and functions for the company's UCC Insurance Division. He reviews and evaluates transaction structure and provides feedback on the insurability of major-market commercial finance and mezzanine loan transactions.Close