Commercial Loan Documents: Drafting, reviewing, negotiating, and interpreting

Jerome A. Grossman | Fennemore LLP

Jerome A. Grossman is Of Counsel with Fennemore LLP in San Diego. His practice focuses on commercial financing, both secured and unsecured, with an emphasis on real estate financing and asset- based financing, as well as representation of conduit 501(c)(3) borrowers in tax-exempt bond financing. He has represented both lenders and borrowers, with an emphasis over the past decade and a half on representation of borrowers. Mr. Grossman received his J.D. from the University of California, Berkeley, School of Law in 1981.

He is a former member of the Executive Committee of the Business Law Section of the State Bar of California (now California Lawyers Association) and currently serves on the Steering Committee of that Section’s Opinions Committee and a member of the Business Law News Editorial Board. From 1995 to 2000, he was a member of the UCC Committee of the Business Law Section, serving as Chair during his last year. In 2010, he was inducted into the American College of Commercial Finance Lawyers. He is a coauthor, with Edith R. Warkentine (retired Professor at the Western State College of Law), of Secured Transactions: A Context and Practice Casebook (2d ed. 2024). Since 2000, he has been one of two co-authors of the CEB Action Guide, “Enforcing Security Interests in Person Property.”

Kimberly S. Winick

Kimberly S. Winick is a commercial finance and business bankruptcy lawyer, hooked while working her way through the University of Texas at Austin School of Law as Elizabeth Warren’s research assistant. Since graduating in 1985, she has restructured major corporations and not-for-profit organizations through chapter 11 and out-of-court workouts. Her clients have spanned the gamut from agents of multi-billion-dollar credit facilities, to closely held enterprises owned by families desiring to protect their accumulated wealth from the errors of scions to scores of failing businesses in need of reorganization – from hotels to marinas, savings and loans to bowling alleys, mini-hydro and windmills to shoe manufacturers. In the best cases, clients hire her to evaluate the bankruptcy risks and structure the transaction to minimize those risks before the loan is made. Kimberly co-authored CEB Books, including Personal and Small Business Bankruptcy Practice in California (2003-2007), and Real Estate Bankruptcies (2010-2012), and frequently writes and lectures on bankruptcy and commercial law topics.

Kimberly is a Fellow of the American College of Commercial Finance Lawyers, as well as a past President and director of both the Financial Lawyers Conference and the Los Angeles Bankruptcy Forum. She was a Lawyer Representative and Executive Committee member of the Ninth Circuit Judicial Conference from 2009-2017. She also has served on the boards of the California Bankruptcy Forum, the ABA Business Law Section, and the State Bar of California. Presently on sabbatical, she is President of the Board of Directors of the Pasadena Symphony Association, applying her reorganization skills to rejuvenate the organization as it readies for its centennial and beyond. She also serves as a bankruptcy court mediator and is Chair of the West Hollywood CA Transportation and Mobility Commission. In addition to lecturing lawyers, she provides financial education and coaching to students and Spanish-speaking community members through CARE (Credit Abuse Resistance Education) and the IRC (International Rescue Committee).

I. The various types of commercial loans that one might encounter in their practice | 3:00pm – 3:15pm

II. Definitions and their purposes practice | 3:15pm – 3:30pm

III. Conditions to the disbursement of funds practice | 3:30pm – 3:45pm

IV. Representations and warranties required to be made by borrower practice | 3:45pm – 4:00pm

Break | 4:00pm – 4:10pm

V. Affirmative and negative covenants | 4:10pm – 4:30pm

VI. Events of default and remedies | 4:30pm – 4:50pm

VII. “Boilerplate” provisions | 4:50pm – 5:10pm