Representative
Cases and Matters
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Represented
lenders from commitment letter to closing of numerous construction loans.
Negotiated workout and forbearance agreements relating to commercial and
real estate loans.
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Prepared
the loan documents and provided legal advice in connection with a loan
secured by copyrights, investment accounts and other “hi-tech” assets.
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Closed
numerous SBA 7(a) and 504 loans totaling over $100 million.
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Closed
a number of USDA business and industry loans.
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Structured
a sizeable workout and foreclosure sale of a theme park show and
entertainment attraction in Myrtle Beach, South Carolina.
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Prepared
loan documents and provided advice in closing loans to government
contractors.
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Provided
legal advice and prepared loan documents in connection with new loans and
the restructuring of existing loans to automobile dealers.
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Represented
commercial finance companies in documenting and closing revolving lines of
credit to a manufacturer and major health care provider.
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Presented
a number of seminars directly to our lender clients, the risk management
association, center for financial training and local bar associations on the
subjects of
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Revised
Article 9 of the UCC, real estate loan documentation, construction loans,
guaranties, commercial loan documentation and workout strategies for
troubled loans.
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Commercial Lending Newsletters
August 2008 Print-Friendly Version Includes: Recoupment Costs Disallowed - Consumer Borrower Has Right To Prepay Loan Without Penalty, Guarantor Unable To Escape Liability For Debts After Entity Change, Notice Compliance Necessary To Avoid Presumption Of Commercial Unreasonableness, and more.
Summer
2008 Print-Friendly Version Includes: SOP Modernization - The
New SBA SOP 50 10 Effective August 1, 2008, Borrower's Evidence Of 'Bait and
Switch' Keeps Lender Fraud Litigation Alive, A Disclaimer of Agency Fails If
Agency Relationship Exists, Practice Tip - Sealing A 12-Year Statute Of
Limitations and more.
May 2008 Print-Friendly Version Includes: Lender Not Required to Foreclose on Real Property When Life Insurance Proceeds Are Used to Satisfy Debt, Assignee Can Enforce Note Despite its Loss by Assignor, Depository Banks Must Ensure Employee Has Responsibility Before Cashing Company Checks, Ambiguously Defined Terms in Loan Agreement Not Enough to Support Breach of Contract Claim and more.
April 2008 Print-Friendly Version Includes: Maryland Foreclosure Law Update, Dispute Over Amount Due Does Not Prohibit Judgement on Liability in Favor of Lender, Both Good Faith and Good price Required to Avoid Possibility of Fraudulent Transfer, and more.
March 2008 Print-Friendly Version Includes: Borrower Forced to Sing the Blues Despite Non-Recourse Nature of Loan, Lender who Misled Potential Borrower Regarding Loan Amount May Be Liable for Fraud, Personal Jurisdiction is Proper Even if Guarantor is a Resident of Another State, and more.
February 2008 Print-Friendly Version Includes: Omission of "Inc." From Financing Statement Cost Creditor Perfection; Bank's Internal Prime Rate Does Not Amount To Ambiguous Language; Relative Value of Alternatives Confirms Prepayment Fee Is Enforceable,
and more.
January 2008 Print-Friendly Version Includes: Affirmative Statements to Third Parties May Create Fiduciary Obligations; Contracts with Conflicting Obligations Not Per Se Ambiguous; A Loan From A Shareholder To A Corporation Does Not Create Personal Liability On Its Majority Shareholder; Tip of the Month: Pitfalls In Purchasing Loan Documents To Minimize Recordation Taxes,
and more.
December 2007 Print-Friendly Version Includes: Dealing with a Troubled Loan; Creditor Allowed to Pursue Both Judgement Lien and Foreclosure to Collect Debt; Parol Evidence Permitted To Prove "Sham" Loan,
and more.
October
2007 Print-Friendly Version Includes: Fee Limitation in Modification Agreement Found Not To Alter Fee Provisions in Loan Agreement; Arbitration Clause Does Not Require Separate Consideration; Guarantor Cannot Admit Evidence of Oral Misrepresentation if Contract Terms Are Clear; Loan Officer Not Liable to Participant,
and more.
September
2007 Print-Friendly Version Includes:
Recordation Gives Purchaser Notice of
Prior Security Interest; Guarantor Escapes Responsibility Following Corporate
Merger; A Guaranty Guarantied to Fail, and more.
August
2007 Print-Friendly Version Includes:
Oral Modification Claim Proceeds Despite “No Oral Modification” Clause; Individual Lender of Lending Consortium Cannot Take Action In The Event of Default; Guarantor Not Liable For Undecided Portions of Lender's Pending Litigation With Third Party;
and more.
July 2007 Print-Friendly Version Includes:
Consideration for Guaranty Comes from Underlying Contract, Acceptance of Post-Default Payment Does Not Necessarily Constitute a Waiver, Attorney's Fees Recoverable For Recouping Collateral For Satisfied Loans, and "Tip of the Month: Multi-Jurisdictional Borrowers."
June 2007 Print-Friendly Version Includes:
Pending Lawsuit is "Material Adverse
Condition," Parol Evidence Inadmissible if No Fraud Found, "Valid Business Interest" Defeats Claim of Infliction of Injury Without Justification,
and a Tip of the Month: Notary Acknowledgements.
May
2007 HTML Version
May 2007 Print-Friendly Version Includes:
Financing Statement Alone is not Sufficient to Create a Security Interest, Terms of Lease Enforceable Even Though Provisions Are Unreasonable, Corporate Borrower Can’t Use Usury as Defense to Late Charge, and Tip of the Month: The Importance of Landlord Waivers.
April
2007 HTML Version
April 2007 Print-Friendly Version Includes:
When Financing Statement Is Pre-Filed, Perfection Occurs Upon Execution of Security Agreement, Lender Can Pursue Prepayment Premium After Default, and Tip of the Month: The Proof Is In The Perfection.
March
2007 HTML Version
March 2007 Print-Friendly Version Includes:
Liability May Be Imposed on Lender for Cancellation of Closing, Merger Clause Bars Fraud Claim, California Appellate Court Allows Suspended Corporation To Defend Action and more.
February
2007 HTML Version
February 2007 Print-Friendly Version Includes:
Lender Has No Duty To Disclose Financial Information of Borrower to Guarantor, The Importance of Obtaining a Purchase Money Security Interest, Failure to Dispose of Collateral in a Commercially Reasonable Manner Bars
Recovery Under Article 9, and a practice tip on Commitment Letters.
January
2007 HTML Version
January 2007 Print-Friendly Version Includes:
Creditor Overcomes Challenge of Jurisdiction, Guaranty Does Not Extend To Certain Changes Made By Bank Without The Guarantor’s Consent, Vague Contract Terms Cannot Create Personal Liability and more.
December
2006 HTML Version
December 2006 Print-Friendly Version Includes:
Oral Evidence Admissible to Supplement Terms of Promissory Note, When Filing a Financing Statement, Make Sure Debtor’s Name is Correct, California Court Rejects Dealership’s RICO Claims, and more.
November
2006 HTML Version
November 2006 Print-Friendly Version Includes:
Attempt To Restructure Debt May Relieve Parties From Obligations Under The Note and Guaranty, Bank’s Waiver of Claims Against Borrower Does Not Relieve Guarantor’s Liability For Debt, Change of Business Form Extinguishes Guarantor’s Obligations, and Lender’s Choice of Law Contributes to Rejection of Guarantor’s Defenses To Nonpayment.
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The proper documentation of commercial loans is critical to ensure a loan’s success. Our Commercial Lending Group professionals understand this, and pride themselves on providing
their clients with only the highest and most knowledgeable levels of lending counsel in all
phases of commercial lending transactions. Our group is comprised of attorneys with extensive and diverse records of success in the documentation, due diligence, review and closing of a vast array of commercial loans, and is complemented by an exceptional support staff that helps ensure that our client’s loans are closed correctly and efficiently. Additionally, our size allows us to provide personalized and detailed attention to each loan transaction in a cost-efficient manner not often found in larger firms. It is why our clients return to us — again and again — to provide knowledgeable lending counsel.
Whether the deal is for a $500,000 small business loan, a complex construction loan of tens of millions of dollars, or a creative loan workout, our attorneys provide the knowledgeable and experienced counsel necessary to make certain the deal is documented and closed correctly. In the area of real estate and construction lending, we leverage our experience in commercial real estate lending with our firm’s Real Estate Transactions and Land Use groups to address all aspects of the transaction which could potentially arise. For asset-based loans, our group has experience in documenting and closing loans secured by such diverse collateral as cars, securities, equipment, airplanes, boats and railcars. Our group has also become one of the pre-eminent firms in the region providing counsel for government-guaranteed loans, particularly SBA loans. Combined, our attorneys closed over $100 million in SBA loans during the past year, and have consistently been able to guide both lenders and borrowers through the closing process.
Occasionally, a borrower may experience problems, causing a loan to go into default. In cases such as this, we have developed and implemented creative loan workout agreements that allow the lender to recover most if not all of the original amount of the loan. In the event that a successful workout agreement cannot be reached, our attorneys have the ability to handle a foreclosure action in Maryland, Virginia or the District of Columbia.
We believe strongly in the importance of keeping our clients informed of commercial lending issues and developments that are important to their business, via both our monthly newsletters and the seminars we present in our offices and our client’s offices throughout the year.
Real Estate and Construction Lending
Deals involving real estate and construction can be complex and difficult to document, thus experienced counsel is a must. Attorneys in our group represent both borrowers and lenders in complex real estate and development transactions, and possess extensive experience in all aspects of real estate construction and development. This broad experience allows us to advise our lender clients in all aspects of loan documentation and due diligence, including title, zoning, transfer tax planning, third party agreements with participants, contractors, architects and engineers, and transactions involving like kind exchanges.
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Asset Based Lending
Asset-based loans come in all sizes, and can be secured by various types of collateral — both conventional and unconventional. That is why our clients come to us for advice and counsel in the structuring, documenting and closing of asset-based loans, and in the perfection of the lender’s security interest. We have experience in all types of asset-based financing, including working capital loans and lines of credit secured by accounts receivable, inventory, intellectual property, Vehicles, equipment and many other types of assets.
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SBA/Government Guaranteed Lending
Loans processed under the SBA loan program present unique challenges for lenders. As such, a sizeable portion of our lending practice involves providing counsel to bank and non-bank lenders in closing government guaranteed loans under the 7(a), 504, B&I and “piggyback” loan programs. Our knowledge of the SBA program’s complexities, along with our experience in closing a wide variety of government guaranteed loans and familiarity with local SBA officials, results in a very satisfactory SBA closing experience for our lender clients as well as the borrowers involved in the transaction. Our services to lenders include due diligence review, loan documentation, loan closing, post closing matters, as well as forbearance agreements, collections, assumptions and loan restructurings. We understand that developing a lasting relationship with borrowers is the goal of all of our clients, and thus we assist our clients in beginning new relationships with start-up and developing companies to add to their customer base.
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Loan Work-outs and Foreclosures
A loan that is or is about to become non-performing poses a myriad of problems for the lender. In such cases, experienced, creative and proactive legal representation is a must if the lender is to maximize realization and recovery. We provide our clients with the necessary resources to deal constructively with problem loans and bankrupt borrowers and work with borrowers and lenders to produce a “win-win” resolution of a problem loan. When necessary, we assist lenders in recovering and liquidating real and personal property collateral and litigating in state and federal and bankruptcy courts, both locally, and in conjunction with local counsel, nationally.
In the event that a loan goes into default and a foreclosure action becomes necessary, we represent lenders (including acting as substitute trustees when appropriate) in foreclosure actions in Maryland, Virginia and the District of Columbia. In such actions, we will review the title, prepare default and statutory notices and advertisements, including 25-day notice letters to the IRS, prepare documentation required by the courts and auditors, attend foreclosure sales, and prepare subsequent court filings and deeds of conveyance. When necessary, we pursue deficiency judgments and eviction proceedings. In addition, our attorneys possess the experience to handle any unique issues which may arise, including title defects, mechanic’s liens and land use questions.
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