Structuring Secured Lending Transactions: Key Provisions, Anti-Assignment and Other Complex Covenants
Interpreting Best Efforts, Ordinary Course, Business Judgment, Reasonable Discretion
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will help counsel interpret loan document terms that are often not adequately understood, including "ordinary course of business," "best efforts," "reasonable best efforts," "commercially reasonable efforts", "business judgment" and "reasonable discretion." The panel will also discuss drafting and interpreting exclusions from collateral for assets that are subject to restrictions on being pledged by the loan parties.
- Interpretation of common terms in loan documents
- Ordinary course of business
- Best efforts, reasonable best efforts, and commercially reasonable efforts
- Business judgment
- Reasonable discretion
- Dealing with contractual and legal restrictions on assignment and security interests in the context of secured lending
- Examples of assets with restrictions on being pledged
- The UCC "override" applicable to certain assets: UCC Sections 9-406 through 408
- What the "override" does not do
- Important state variations and why they are important
- Related choice of law issues and documentation considerations
- Traps for the unwary
The panel will review these and other questions:
- How should commercial finance counsel craft "best efforts" or "business judgment" -style obligations in their agreements to reflect the intent of the parties and not promise either too much or too little?
- What are the traps for the unwary in exclusions from collateral for assets that are subject to restrictions on assignment or security interests?
- What are some ways secured lenders can structure the grant of security in assets subject to restrictions on assignment or security interests to maximize the strength of their collateral position?
Jennifer B. Hildebrandt
Partner, Corporate Department
Ms. Hildebrandt represents banks, commercial finance companies, hedge funds, and other lenders in commercial and... | Read More
Ms. Hildebrandt represents banks, commercial finance companies, hedge funds, and other lenders in commercial and corporate finance matters, leveraged finance transactions, asset-based finance transactions, multi-tranche and multi-lien transactions, and restructurings. In particular, she has extensive experience representing lenders in two lien deals, unitranche transactions, and bank / bond deals.Close
Christopher G. Ross
Partner, Corporate Department
Mr. Ross' practice focuses on representing U.S. and foreign financial institutions and corporations in leveraged... | Read More
Mr. Ross' practice focuses on representing U.S. and foreign financial institutions and corporations in leveraged finance transactions, including acquisition financings, syndicated lending, refinancings, recapitalizations, asset-based and cash flow financings, first lien/second lien facilities, and mezzanine debt facilities.Close