Structuring Covenants, Representations and Warranties in Commercial Loans

Maximizing Borrower Protection and Lender Remedies

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, August 9, 2011

Recorded event now available

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Course Materials

The CLE course will discuss trends in loan documentation and provide best practices to borrowers' and lenders' counsel for structuring covenants, representations and warranties in commercial loans.


Covenants, representations and warranties that are carefully and strategically crafted can provide flexibility to the borrower and adequate protections and remedies for the lender.

The landscape for crafting commercial loan financial covenants and other key loan documentation provisions, such as borrower representations and warranties, has changed over the past few years.

Borrowers’ and lenders’ counsel must stay on top of current trends in loan documentation whether structuring loan documentation for new financing deals or existing loan workouts.

Listen as our authoritative panel of commercial finance attorneys offers effective approaches for borrowers' and lenders' counsel for structuring financial covenants, and borrower representations and warranties in commercial loans.



  1. Structuring representations and warranties
    1. Lender protection
    2. Borrower concerns
    3. Key representations and warranties
    4. Breach and enforcement
  2. Affirmative Covenants
    1. Financial reports
    2. Other reports
    3. Corporate matters
    4. Legal compliance
    5. Taxes
    6. Insurance
    7. Inspections/audits
  3. Negative Covenants
    1. Cash flow
    2. Capital
    3. Current assets
    4. Current ratios
    5. Leverage
    6. Capital expenditures
    7. Mergers/acquisitions
    8. Investments/loans
  4. Affiliate transactions
    1. Dividends and restricted payments
    2. Collateral
  5. Priority of debt


The panel will review these and other key questions:

  • How can the borrower and lender each minimize risk when negotiating and drafting financial covenants?
  • How do representations and warranties help the lender allocate risk and what concerns does the borrower have in terms of the scope of these provisions?
  • What has been the impact of the credit crisis on loan documentation?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Susan C. Alker
Susan C. Alker

Reed Smith

She has extensive experience representing major banks, financial institutions, private equity funds and hedge funds in...  |  Read More

Christopher G. Dorman
Christopher G. Dorman

Phillips Lytle

He concentrates his practice in the area of banking and commercial law, including secured lending, asset based...  |  Read More

Thomas Hemmendinger
Thomas Hemmendinger
Of Counsel
Brennan Recupero Cascione Scungio & McAllister

He concentrates in commercial loan documentation, Uniform Commercial Code matters, goods-in-transit issues, workouts,...  |  Read More

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