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Borrowers Contract Terms

Cadwalader, Wickersham & Taft LLP

Is Cash King? Deferred Consideration and Specie/in-Kind Transactions in the Context of Private Equity NAV Financings

Net asset value (NAV) facility documentation, at least in the context of private equity, has evolved to a large extent on the assumption that borrower funds will usually execute transactions in cash - paying cash on...more

Nelson Mullins Riley & Scarborough LLP

Avoiding Contract Conflicts: 5 Key AIA Provisions to Align with Loan Documents

When negotiating construction contracts, attorneys often focus on the American Institute of Architects (AIA) A201-2017 General Conditions, a widely used standard in the industry. However, construction loan agreements, drafted...more

Cadwalader, Wickersham & Taft LLP

From Mistake to Misconduct, April 2025 - Beyond the Boilerplate

The term “boilerplate” originates from the printing industry, where “boilerplate” referred to metal plates with standardized text used for newspapers and other publications. In legal documents and contracts, boilerplate...more

Mayer Brown

Understanding How ‘Course of Performance’ Principles Impact Financings

Mayer Brown on

EXECUTIVE SUMMARY - When contract language is ambiguous and the court is tasked with finding the intended meaning, interpretation principles – such as “course of performance” – may be used. But did you know this principle...more

Katten Muchin Rosenman LLP

Recognition Agreements in Preferred Equity

When making a preferred equity investment behind senior mortgage debt, both the senior lender and the preferred investor will have a number of concerns. Under what circumstances may the preferred investor exercise remedies?...more

Sullivan & Worcester

Sullivan works with ITFA on Launch of Short Term SWIFT FI Trade Loan Template

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London, UK – Geoffrey Wynne, partner and head of Sullivan's Trade & Export Finance Group, worked with an ITFA working group headed by Paul Coles, chair of its Market Practice Committee, to develop a Short Term SWIFT Financial...more

Stark & Stark

A Day Late and a Dollar Short: A Mortgagee’s Obligations and Best Practices Upon Receipt of Short Loan Payoff Funds

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In the ever-evolving world of mortgage lending, a scenario often arises where a borrower refinances their existing mortgage with a new lender, but the payoff funds tendered by the new lender are less than the full amount...more

Cadwalader, Wickersham & Taft LLP

Springtime for Alternative Currencies, March 2025 - Updated State of Play of Alternative Currency Benchmark Rates

With four major interest rate benchmarks ceasing to be published by the end of last year, we thought now would be a good time to provide a refresher on alternative currency rates. In this article we first discuss the key...more

Pillsbury Winthrop Shaw Pittman LLP

High Court of England and Wales Decision Clarifies “Lender Discretion”

Borrowers and lenders negotiating commercial loan agreements should use precise contractual language to avoid having terms implied into their agreements. In MacDonald Hotels Limited & Anr v Bank of Scotland Plc [2025] EWHC 32...more

A&O Shearman

Good faith in secured finance?

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The court implied a good faith term constraining a lender’s discretion to refuse a borrower's request to dispose of assets in a secured financing context. A power to consider requests for disposals - A facility agreement...more

A&O Shearman

Time is an illusion. Lunchtime doubly so*

A&O Shearman on

The court reassures lenders on the effect of a termination notice, the meaning of a continuing Event of Default and the effectiveness of reservation of rights letters: Re Pocket Renting. Appointment of administrator...more

Mayer Brown

Understanding Cash Control Events in Subscription Finance

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EXECUTIVE SUMMARY - Cash control provisions are critical features of any subscription credit facility, safeguarding lenders’ primary repayment sources while also potentially impacting the Fund’s cash management operations....more

Allen Matkins

Court Finds Failure To Obtain Finance Lenders' License Does Not Render Commercial Loan Unenforceable, Illegal Contracts

Allen Matkins on

The California Financing Law provides that “[n]o person shall engage in the business of a finance lender or broker without obtaining a license from the commissioner.”   Cal. Fin. Code § 22100(a).  The CFL further provides...more

Baker Donelson

Late Fees on a Balloon Payment Due at Maturity

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In 2025, an estimated $600 billion in commercial real estate loans are scheduled to mature. While the interest rate environment has stabilized somewhat over the past year, rates have not fallen as far as borrowers had hoped,...more

Crunched Credit

A Modest Proposal Concerning A Grand Bargain For Our Business 

Crunched Credit on

Let me begin with an apology for not being in print for a while.  All that Ho-ho-ho-ing and a lot of mulling over this particular commentary is to blame.  Today, with writer’s block behind me, this commentary is about...more

Falcon Rappaport & Berkman LLP

LENDER ALERT: Maintaining Clear Communication with Borrower is Key to Enforcing Contractual Rights

This article discusses a recent court decision upholding a lender’s contractual rights and a borrower’s obligations concerning a cooperative loan and shareholder agreement. The case highlights the importance of clear...more

Cadwalader, Wickersham & Taft LLP

A Halloween Scare: Ambiguity in Loan Terms

A recent decision in the Commercial Division of the Supreme Court, New York County, emphasizes the importance of clear and unambiguous contract drafting in all lending situations, including real estate. Acting Supreme Court...more

Cadwalader, Wickersham & Taft LLP

Subscription Agreements 101 – Back to Basics July 2024 - Subscription Agreements

We have said it before – the “credit cornerstone” of a subscription credit facility is the limited partnership agreement (the “LPA”) – it is the primary contract, together with any side letters, governing the relationship...more

Cadwalader, Wickersham & Taft LLP

Ex Parte Appointment of a Receiver Confirmed

The New York County Supreme Court recently held that in the event of foreclosure, a receiver can be appointed, regardless of necessity, when the parties have contracted for such appointment. 24 West 57 APF LLC (“Defendant”)...more

Freiberger Haber LLP

First Department Reminds Practitioners that “proofreading is an essential, indispensable tool in the drafting of contracts”

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It should go without saying that people make mistakes. After all, people are human, and humans make mistakes. When people draft a document, especially a lengthy or complex one, it is not uncommon for a mistake to be...more

Cadwalader, Wickersham & Taft LLP

Foreign Sovereign Immunity Garden Guide September 2023 - Laying the Groundwork on Foreign Sovereign Immunity

The doctrine of sovereign immunity is a foundational element of the interplay between a governmental investor’s contractual obligation to satisfy capital calls and a fund’s or lender’s ability to enforce that obligation...more

Cadwalader, Wickersham & Taft LLP

Fore!ward June 2023 - Make-Whole Clauses: It's All About the Enforceability Question

Make-whole clauses (also known as prepayment premiums, call premiums or call protection) are provisions in financing transactions that require the borrower to make a specified payment to the lender if a loan is prepaid before...more

Cadwalader, Wickersham & Taft LLP

Forbear and Move Forward April 2023 - Forbearance Agreements: Bringing the Deal Parties Together

During times of market disruption and economic uncertainty, the representations and covenants set forth in a credit agreement play an even more important role in the ongoing relationship among the loan parties and lenders....more

Dechert LLP

Texas Court Voids Lender’s Bankruptcy Consent Requirement

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Lenders often attempt to limit what a borrower can do outside the ordinary course of business by negotiating contractual protections. Some of these provisions are designed to make the borrowers bankruptcy remote by, for...more

Katten Muchin Rosenman LLP

California Court of Appeal Ruling Limits Application of Default Interest

The California Court of Appeal recently ruled that California law treats default interest measured against the unpaid principal balance of a loan as an unenforceable penalty. In Honchariw v. FJM Private Mortgage Fund, LLC...more

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