BarbriSFCourseDetails
  • videocam On-Demand
  • card_travel Banking and Finance
  • schedule 90 minutes

Secured Lending Transactions: Anti-Assignment Provisions; 'Best Efforts'; 'Ordinary Course of Business'; “Business Judgment”, ‘Reasonable Discretion’

Documenting UCC Security Interests in Assets Subject to Anti-Assignment Clause, Interpreting Complex Covenants

$347.00

This course is $0 with these passes:

CLE
ALL
  1. keyboard_arrow_leftBack
BarbriPdBannerMessage

Description

Commercial finance counsel must know how to draft and interpret exclusions from collateral for contracts and other assets that are subject to restrictions on assignment and/or prohibited from being pledged. UCC Article 9 has “override” language regarding such provisions that apply in certain circumstances. Counsel must recognize what UCC Article 9 "override" provisions can and cannot accomplish.

The interpretation of terms in loan documents such as "in the ordinary course of business", "best efforts" and “business judgment” can be problematic. How ordinary does the transaction have to be? How are "best efforts," "reasonable best efforts," and "commercially reasonable efforts" different? What is “business judgment”? Drafting with clarity is critical.

Listen as our authoritative panel of commercial finance attorneys offers guidance on dealing with contractual and legal restrictions on assignment and security interests in the context of secured lending. The panel will also offer practical approaches on drafting, negotiating and interpreting covenants using "best efforts", "in the ordinary course of business", “business judgment” and “reasonable discretion” contract terms.

Presented By

Jennifer B. Hildebrandt
Partner, Corporate Department
Paul Hastings, LLP

Ms. Hildebrandt is a partner in the Global Finance Group of Paul Hastings and head of the Los Angeles Corporate Department. She represents banks and other lenders in commercial finance matters (including asset-based loans and cash flow loans), restructurings, workouts, and special situation lending. Ms. Hildebrandt has extensive experience in multi-tranche and multi-lien transactions. In particular, she has extensive experience representing lenders in two lien deals, split collateral deals and first-out / last-out unitranche transactions. In addition, she has experience in various business sectors including healthcare, software, retail, insurance, media, franchise, restaurants, casinos, manufacturing, and vehicle and airline transportation, and in cross-border transactions.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Christopher G. Ross
Partner, Corporate Department
Paul Hastings, LLP

Mr. Ross represents banks and alternative lenders in commercial finance transactions, including acquisition financings, syndicated and direct lending, cross-border transactions, special situations, refinancings, recapitalizations, asset-based lending, cash flow loans, first lien/second lien facilities, and mezzanine debt facilities. He has experience in various business sectors including healthcare, software, retail, media, franchising, manufacturing, and transportation. In addition, Mr. Ross has extensive experience in representing creditors, lenders, and investors in connection with both in-court and out-of-court restructurings, including debtor-in-possession and exit financings.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, May 23, 2019

  • schedule

    1:00 PM E.T.

  1. Interpretation of common terms in loan documents:
    1. Ordinary course of business
    2. Best efforts, reasonable best efforts, and commercially reasonable efforts
    3. Business judgment
    4. Reasonable discretion
  2. Dealing with contractual and legal restrictions on assignment and security interests in the context of secured lending:
    1. Examples of assets with restrictions on being pledged
    2. The UCC "override" applicable to certain assets: UCC Sections 9-406 through 408
      1. What the "override" does not do
      2. Important state variations and why they are important
      3. Related choice of law issues and documentation considerations
    3. 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?