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Commercial lenders, banks, and private capital providers extending business-purpose financing to California companies require documentation and structuring counsel that addresses the full life cycle of a commercial loan from initial underwriting and closing through ongoing covenant monitoring, collateral administration, and, where necessary, workout and enforcement. Law Offices of Alan Abergel, P.C. ("LOAA") is a California commercial lending attorney practice representing lenders, not borrowers, across the range of business-purpose lending structures used in the California market.
LOAA advises lenders on the documentation and legal and regulatory compliance of a range of business-purpose lending products, including:
Commercial term loans: fixed or variable-rate loans repaid over a defined amortization schedule
Revolving lines of credit: facilities permitting repeated draws and repayments up to a defined credit limit, including seasonal and working-capital revolvers
Bridge loans: short-term financing pending a borrower's permanent financing, sale, or refinancing event
Asset-based lending: facilities secured by accounts receivable, inventory, equipment, or other business assets, with availability governed by a borrowing base
Receivables financing structured as loans: loans secured by accounts receivable as collateral, distinct from true receivables sales (addressed below)
Inventory financing: facilities secured by inventory collateral, including floor-plan and revolving inventory structures
Equipment-secured loans: loans secured by business equipment, coordinated where applicable with Article 9 filing and perfection requirements
Real-property-secured business loans: commercial loans secured by deeds of trust on real property used for business purposes
Acquisition financing: loans funding a borrower's acquisition of a business, business assets, or equity interests
Working-capital facilities: general-purpose facilities supporting a borrower's operating cash flow needs
Private commercial lending: non-bank and privately funded commercial loans, including single-lender and club-deal structures
As a secured commercial loan counsel and California asset-based lending lawyer, LOAA structures and documents these facilities.
LOAA drafts and negotiates the core documentation supporting business-purpose lending programs, including:
Loan and credit agreements setting forth the terms, conditions, representations, and covenants governing the facility, including commercial line of credit agreement structures for revolving facilities
Promissory notes evidencing the borrower's repayment obligation
Borrowing-base certificates and related reporting mechanics for asset-based and receivables-secured facilities
Security agreements creating and perfecting the lender's interest in collateral under Article 9 of the Uniform Commercial Code
Guaranties from principals, affiliates, or parent entities supporting the borrower's obligations
Subordination agreements and intercreditor agreements addressing the relative priority of multiple lenders or classes of debt
Deposit-account control agreements perfecting the lender's interest in the borrower's bank accounts and establishing cash-management arrangements
Assignment and participation agreements, and loan purchase and sale agreements, addressing the transfer of loans or participation interests among lenders
As a lender guaranty attorney and UCC secured lending counsel, LOAA structures these documents.
Commercial lenders frequently share credit exposure or transfer loan assets through participation or assignment structures. As a loan participation agreement drafter, LOAA advises lead lenders and participants on the documentation of participation interests, including voting and consent rights, payment waterfalls, and the participant's remedies upon a lead lender's default. The firm similarly documents loan assignments and portfolio loan purchase and sale transactions, including related representations, warranties, and repurchase provisions.
Loan agreements for business-purpose facilities typically include affirmative and negative covenants governing the borrower's financial condition and operations, financial reporting obligations providing the lender with ongoing visibility into borrower performance, and collateral monitoring provisions, including periodic collateral audits or field examinations for asset-based facilities. LOAA drafts covenant packages and reporting requirements calibrated to the facility type and collateral, and advises lenders on the definition and consequences of events of default, including cross-default provisions tied to other borrower obligations.
When a borrower's performance deteriorates, LOAA advises lenders as commercial loan workout attorney counsel on the available options and their documentation, including:
Forbearance agreements under which the lender agrees to refrain from exercising default remedies for a defined period, subject to conditions
Loan modifications restructuring payment terms, covenants, or collateral requirements
Additional collateral, guaranty, or paydown requirements negotiated as conditions of continued forbearance
Exercise of lender remedies upon default, including acceleration, collateral foreclosure, and enforcement against guarantors, consistent with the loan documents and applicable UCC and real property law
A lender forbearance agreement is typically paired with updated financial covenants and reporting obligations, allowing the lender to monitor the borrower's progress toward resolution while preserving the lender's rights and remedies.
Not every business-purpose financing arrangement is a loan, and the characterization of a transaction affects its governing law, licensing treatment, and available remedies. LOAA advises lenders and finance companies on the distinctions among various commercial financing products.
Correctly characterizing a transaction at the structuring stage affects whether California Finance Lenders licensing, commercial financing disclosure requirements, or other statutory frameworks apply. LOAA advises lenders and finance companies on this threshold analysis as part of structuring new commercial financing products.
LOAA provides legal opinions to commercial financing provides about whether or not their business models require a CFL license or another California license or registration and/or California Financing Disclosures.
Business-purpose lending programs operate within a broader regulatory framework beyond loan documentation itself, including California Finance Lenders Law requirements applicable to licensed lenders, and disclosure obligations under California's commercial financing disclosure statute for facilities within its statutory scope. LOAA advises on commercial lending compliance California matters as they intersect with loan structuring and documentation, coordinating with the firm's dedicated licensing and disclosure resources where a lender's program requires attention to those separate frameworks.
Law Offices of Alan Abergel, P.C. represents California commercial lenders, banks, and private capital providers in structuring and documenting business-purpose loan programs, from term loans and asset-based facilities through workouts and loan participations. The firm represents lenders and not borrowers. Contact LOAA to discuss your commercial lending business's legal needs.
Disclaimer: The information on this page is provided for general informational purposes only and does not constitute legal advice. No attorney-client relationship is created by reading this content. Every legal matter is unique, and you should consult directly with a qualified attorney regarding your specific circumstances.
"I engaged Alan to help me through the complexities of obtaining my Lenders License. He was very knowledgeable about the process and provided me with a high level of service.I worked quickly getting him all the information needed and he worked at my pace. He was responsive to e-mails and questions and followed up with the DFPI to make sure everything was filed correctly.I had read online that this process could take as long as 6 months however Alan completed the assignment in less than 3 I will be retaining his services in the future to ensure my company remains in compliance."
-Petroleum Realty Group Inc.
"I hired Alan to represent me as a mortgage broker before the California Department of Real Estate. I couldn't be more pleased with Alan's services from start to finish. Alan was clear and concise. Alan's communication throughout the process was professional. I received the results I hoped for. Thank you Alan. I'll definitely recommend you to ALL and use your services again in the future shall I need anything!"
-Anonymous
"Very helpful in assisting in obtaining an OCCC Texas Motor Vehicle Sales Finance License. Very knowledgeable in answering all questions the OCCC asked for on their questionnaire. Highly recommended and would re-hire for any future assistance regarding motor vehicle and finance business. God Bless!"
-Raul
