The New Normal: Lender Revisions to Pass-Through Entity Governing Documents – June 23, 2016

Pepper Hamilton

Description

of the UCC, and the addition of pre-consents to the admission of Lenders as members/ partners, we expect that, in the next few years, standardized versions of these provisions will become part of the boilerplate wording for operating agreements and other governing documents of Pass-Through Entities. Endnote 1. With respect to certain classes of collateral, UCC anti-assignment overrides can dispense with limitations on the grant and/or enforcement of a security interest. The term “UCC anti-assignment overrides” in this context refers to sections 9-406 and 9-408 of the applicable UCC. The effect of UCC anti-assignment overrides on the grant of a security interest in an equity interest would need to be reviewed on a caseby-case basis and involves an analysis of both the laws governing the formation of the corporate entities and the UCC. Berwyn | Boston | Detroit | Harrisburg | Los Angeles | New York | Orange County | Philadelphia | Pittsburgh | Princeton Silicon Valley | Washington | Wilmington pepper.law .
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