ICLG The International Comparative Legal Guide to: Lending & Secured Finance 2016 4th Edition A practical cross-border insight into lending and secured finance Published by Global Legal Group, with contributions from: Advokatfirma Ræder DA Ali Budiardjo, Nugroho, Reksodiputro Allen & Overy LLP Anderson Mori & Tomotsune Asia Pacific Loan Market Association Brulc, GaberšÄik in Kikelj o.p., d.o.o. Cadwalader, Wickersham & Taft LLP Carey CMS Reich-Rohrwig Hainz Cordero & Cordero Abogados Criales, Urcullo & Antezana Cuatrecasas, Gonçalves Pereira Davis Polk & Wardwell LLP Drew & Napier LLC E & G Economides LLC Ferraiuoli LLC Freshfields Bruckhaus Deringer LLP Fried, Frank, Harris, Shriver & Jacobson LLP Gonzalez Calvillo, S.C. JŠK, advokátní kanceláÅ™, s.r.o. Khan Corporate Law King & Spalding LLP King & Wood Mallesons KPP Law Offices Latham & Watkins LLP Lee and Li, Attorneys-at-Law Linklaters LLP Loan Market Association Loan Syndications and Trading Association Maples and Calder Marval, O’Farrell & Mairal McCann FitzGerald McMillan LLP Milbank, Tweed, Hadley & McCloy LLP Miranda & Amado Abogados MJM Limited Montel&Manciet Advocats Morgan, Lewis & Bockius LLP Morrison & Foerster LLP Mosgo & Partners Paksoy Pestalozzi Attorneys at Law Ltd Pinheiro Neto Advogados QUIROZ SANTRONI Abogados Consultores Reff & Associates SCA Rodner, Martínez & Asociados Shearman & Sterling LLP Skadden, Arps, Slate, Meagher & Flom LLP Tonucci & Partners White & Case LLP . The International Comparative Legal Guide to: Lending & Secured Finance 2016 Editorial Chapters: 1 Loan Syndications and Trading: An Overview of the Syndicated Loan Market – Bridget Marsh & Ted Basta, Loan Syndications and Trading Association 2 Contributing Editor Thomas Mellor, Morgan, Lewis & Bockius LLP Loan Market Association – An Overview – Nigel Houghton, Loan Market Association 3 An Overview of the APLMA – Janet Field & Katy Chan, Asia Pacific Loan Market Association 1 7 12 General Chapters: 4 An Introduction to Legal Risk and Structuring Cross-Border Lending Transactions – Thomas Mellor & Marcus Marsh, Morgan, Lewis & Bockius LLP 15 Sales Director Florjan Osmani 5 Account Directors Oliver Smith, Rory Smith Global Trends in Leveraged Lending – Joshua W. Thompson & Caroline Leeds Ruby, Shearman & Sterling LLP 20 6 Similar But Not The Same: Some Ways in Which Bonds and Loans Will Differ in a Restructuring – Kenneth J. Steinberg & Darren S. Klein, Davis Polk & Wardwell LLP 26 7 Yankee Loans – “Lost in Translation” – a Look Back at Market Trends in 2015 – Alan Rockwell & Martin Forbes, White & Case LLP 32 8 Commercial Lending in the Developing Global Regulatory Environment: 2016 and Beyond – Bill Satchell & Elizabeth Leckie, Allen & Overy LLP 40 Sales Support Manager Toni Hayward Sub Editor Sam Friend Senior Editor Rachel Williams Chief Operating Officer Dror Levy 9 Acquisition Financing in the United States: Will the Boom Continue? – Geoffrey R.

Peck & Mark S. Wojciechowski, Morrison & Foerster LLP 45 Group Consulting Editor Alan Falach 10 A Comparative Overview of Transatlantic Intercreditor Agreements – Lauren Hanrahan & Suhrud Mehta, Milbank, Tweed, Hadley & McCloy LLP 50 Group Publisher Richard Firth Published by Global Legal Group Ltd. 59 Tanner Street London SE1 3PL, UK Tel: +44 20 7367 0720 Fax: +44 20 7407 5255 Email: info@glgroup.co.uk URL: www.glgroup.co.uk GLG Cover Design F&F Studio Design GLG Cover Image Source iStockphoto Printed by Stephens & George Print Group April 2016 Copyright © 2016 Global Legal Group Ltd. All rights reserved No photocopying 11 A Comparison of Key Provisions in U.S. and European Leveraged Loan Agreements – Sarah M.

Ward & Mark L. Darley, Skadden, Arps, Slate, Meagher & Flom LLP 57 12 The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasting 2016 – Michael C. Mascia & Wesley A.

Misson, Cadwalader, Wickersham & Taft LLP 66 13 Recent Trends and Developments in U.S. Term Loan B – David Almroth & Denise Ryan, Freshfields Bruckhaus Deringer LLP 69 14 The Continued Migration of US Covenant-Lite Structures into the European Leveraged Loan Market – Jane Summers & James Chesterman, Latham & Watkins LLP 74 15 Unitranche Financing: UK vs. US Models – Stuart Brinkworth & Julian S.H.

Chung, Fried, Frank, Harris, Shriver & Jacobson LLP 77 16 Recent Developments in Islamic Finance – Andrew Metcalf & Leroy Levy, King & Spalding LLP 82 17 Translating High Yield to Leveraged Loans: Avoiding Covenant Convergence Confusion – Jeff Norton & Danelle Le Cren, Linklaters LLP 86 Country Question and Answer Chapters: Strategic Partners Tonucci & Partners: Neritan Kallfa & Blerina Nikolla 19 Andorra Montel&Manciet Advocats: Audrey Montel Rossell & Liliana Ranaldi González 20 Argentina ISBN 978-1-910083-90-1 ISSN 2050-9847 18 Albania Marval, O’Farrell & Mairal: Juan M. Diehl Moreno & Diego A. Chighizola 103 21 Australia King & Wood Mallesons: Yuen-Yee Cho & Richard Hayes 112 91 97 22 Bermuda PEFC/16-33-254 www.pefc.org 130 Khan Corporate Law: Shakila Khan 137 25 Brazil This product is from sustainably managed forests and controlled sources 120 Criales, Urcullo & Antezana: Andrea Mariah Urcullo Pereira & Daniel Mariaca Alvarez 24 Botswana PEFC Certified MJM Limited: Jeremy Leese 23 Bolivia Pinheiro Neto Advogados: Ricardo Simões Russo & Leonardo Baptista Rodrigues Cruz 145 26 British Virgin Islands Maples and Calder: Michael Gagie & Matthew Gilbert 153 27 Canada McMillan LLP: Jeff Rogers & Don Waters 160 28 Cayman Islands Maples and Calder: Tina Meigh & Nick Herrod 169 Continued Overleaf Further copies of this book and others in the series can be ordered from the publisher.

Please call +44 20 7367 0720 Disclaimer This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice.

Full legal advice should be taken from a qualified professional when dealing with specific situations. WWW.ICLG.CO.UK . The International Comparative Legal Guide to: Lending & Secured Finance 2016 Country Question and Answer Chapters: 29 Chile Carey: Diego Peralta & Elena Yubero 176 30 China King & Wood Mallesons: Jack Wang & Stanley Zhou 183 31 Costa Rica Cordero & Cordero Abogados: Hernán Cordero Maduro & Ricardo Cordero Baltodano 190 32 Cyprus E & G Economides LLC: Marinella Kilikitas & George Economides 198 33 Czech Republic JŠK, advokátní kanceláÅ™, s.r.o.: Roman ŠÅ¥astný & Patrik Müller 206 34 Dominican Republic QUIROZ SANTRONI Abogados Consultores: Hipólito García C. 212 35 England Allen & Overy LLP: Philip Bowden & Darren Hanwell 219 36 France Freshfields Bruckhaus Deringer LLP: Emmanuel Ringeval & Cristina Radu 227 37 Germany King & Spalding LLP: Dr. Werner Meier & Dr. Axel J. Schilder 237 38 Greece KPP Law Offices: George N.

Kerameus & Pinelopi N. Tsagkari 248 39 Hong Kong King & Wood Mallesons: Richard Mazzochi & David Lam 255 40 Indonesia Ali Budiardjo, Nugroho, Reksodiputro: Theodoor Bakker & Ayik Candrawulan Gunadi 262 41 Ireland McCann FitzGerald: Fergus Gillen & Martin O’Neill 270 42 Japan Anderson Mori & Tomotsune: Taro Awataguchi & Yuki Kohmaru 278 43 Mexico Gonzalez Calvillo, S.C.: José Ignacio Rivero Andere & Samuel Campos Leal 286 44 Norway Advokatfirma Ræder DA: Marit E. Kirkhusmo & Kyrre W.

Kielland 293 45 Peru Miranda & Amado Abogados: Juan Luis Avendaño C. & Jose Miguel Puiggros O. 302 46 Puerto Rico Ferraiuoli LLC: José Fernando Rovira Rullán & Carlos M. Lamoutte-Navas 312 47 Romania Reff & Associates SCA: Andrei Burz-Pinzaru & Mihaela Maxim 319 48 Russia Mosgo & Partners: Oleg Mosgo & Anton Shamatonov 327 49 Singapore Drew & Napier LLC: Valerie Kwok & Blossom Hing 334 50 Slovenia Brulc, GaberšÄik in Kikelj o.p., d.o.o.: Luka GaberšÄik & Mina Kržišnik 343 51 Spain Cuatrecasas, Gonçalves Pereira: Manuel Follía & María Lérida 352 52 Sweden White & Case LLP: Carl Hugo Parment & Tobias Johansson 361 53 Switzerland Pestalozzi Attorneys at Law Ltd: Oliver Widmer & Urs Klöti 368 54 Taiwan Lee and Li, Attorneys-at-Law: Hsin-Lan Hsu & Cyun-Ren Jhou 377 55 Turkey Paksoy: Sera Somay & Esen Irtem 385 56 Ukraine CMS Reich-Rohrwig Hainz: Anna Pogrebna & Kateryna Soroka 392 57 UAE Morgan, Lewis & Bockius LLP: Ayman A.

Khaleq & Amanjit K. Fagura 399 58 USA Morgan, Lewis & Bockius LLP: Thomas Mellor & Rick Eisenbiegler 410 59 Venezuela Rodner, Martínez & Asociados: Jaime Martínez Estévez 421 . Chapter 12 The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasting 2016 Cadwalader, Wickersham & Taft LLP Introduction Despite numerous headwinds, the Subscription Credit Facility (each, a “Facility”) and related Fund Finance markets continued their outpaced growth in 2015, building upon and continuing a market trend in place since at least 2010. Similarly, Facility credit performance remained pristine, and no loan losses or write-downs from last year have become public. This chapter summarizes the key trends in the Facility and Fund Finance markets in 2015 and forecasts developments for the coming year. Credit Performance To our knowledge, there were no payment events of default in the Facility or related Fund Finance markets in 2015. None of the Lenders from the 50+ banking institutions in attendance at the 6th Annual Global Fund Finance Symposium hosted by the Fund Finance Association on March 2, 2016 in New York (the “2016 Global Conference”) reported a loss or payment event of default last year.

Similar to 2014, we were not consulted on any funding delinquencies by limited partners (“Investors”) on their capital calls (“Capital Calls”), other than a few by high net worth and family office Investors (“HNW Investors”) that were subsequently remedied. While this positive credit performance has to a large extent become a baseline expectation in the Facility market, it does bear noting that this perfect credit performance extended to our hybrid and asset-level facilities last year, which are underwritten at significantly higher risk profiles. Interestingly, however, we have seen a significant rise in technical defaults caused by covenant breaches, predominantly around borrower reporting obligations. While we think this trend is simply a function of portfolio growth and the increase of newer private equity funds (each, a “Fund”) borrowing their first Facility, it bears watching.

Several active Lenders in the market are adding post-closing Fund training sessions with the aim to reduce these occurrences. Resilient Growth The year 2015 included a number of macro challenges to the Facility Market: drastic reductions in oil and commodity prices; significant disruptions and volatility in the public equity markets; a reported 24% drop in the total number of Funds closed in 2015 compared to 2014; and a growing Investor preference for separately managed accounts (“SMAs”), which are more challenging to lend to than traditional commingled fund vehicles.1 Yet, despite these challenges, the Facility market marched onward, with many of the major lending 66 WWW.ICLG.CO.UK Michael C. Mascia Wesley A. Misson participants (“Lenders”) reporting portfolio growth in the 10% to 30% range for 2015.

This growth was driven by the same factors that have been driving the market for some time. There are still Funds being introduced to the Facility product, and market penetration has been and remains a primary growth driver, especially in the middle market buyout space. Further, many Lenders have been upwardly adjusting their maximum hold positions, leading to larger availability for the larger Funds currently being formed.

Similarly, Lenders have developed concepts to lend against the uncalled capital commitments of Investors that have historically been excluded from Facility borrowing bases (“Borrowing Bases”). These structural evolutions have extended Borrowing Base availability later into Fund life cycles, further extending the market. Finally, asset‑based lending to fundof-funds and secondary Funds secured only or primarily by their underlying fund interest investments has increased considerably. The fund-of-funds and secondaries sub-market is rapidly maturing to near consistent structures.

This growth, combined with the huge fundraising success of secondary Funds in 2014, created extensive leverage financing activity in 2015 as well. Structural Evolution Partnership Agreements. Facility structural evolution was more muted in 2015 compared to prior years. The increasing concentration of Funds with the top-tier Fund formation law firms has been a significant positive for the Facility market, as these firms are intimately familiar with lending requirements and tend to produce bankable Fund limited partnership agreements from the outset.

This positive trend on the collateral side of Facility structure has somewhat reduced the prevalence of asset-level mitigants, such as net asset value covenants, periodic clean downs and covenants to call capital. Hurdle Requirements. One structural evolution that appears to be gaining traction across the market is “Hurdle Requirements” for including certain Investors in a Borrowing Base. Despite potential enforcement issues for certain sovereign wealth Fund, Texas and other historically challenging Investors, Lenders are more frequently gaining comfort including such Investors with solid credit profiles where the Fund is managed by a top-tier sponsor and the Investor pool is diverse.2 The concept, often referring to such Investors as “Hurdle Investors”, generally requires the Investor to have net funded at least 50% of its capital commitment before being eligible for inclusion in the Borrowing Base.

Although this approach does not solve potential legal enforcement issues, Lenders gain comfort via the funded Capital Calls that the Investor’s substantial skin in the game strongly incentivizes its further Capital Call funding. Shadow Borrowing Bases. Another interesting trend is that of “Shadow Borrowing Bases”. Many of the regional banks in the United ICLG TO: LENDING AND SECURED FINANCE 2016 © Published and reproduced with kind permission by Global Legal Group Ltd, London .

Cadwalader, Wickersham & Taft LLP Trends in the Facility & Fund Finance Markets States have done an exceptional job of lending to smaller Funds over the years, but the sponsor’s new Funds require Facilities larger than the regional bank wishes to deliver bilaterally. The Fund sponsor, valuing the relationship and frequently the perceived simplicity of a coverage ratio-style Borrowing Base afforded by these regional banks, awards them the mandate, tasking them with syndicating material Lender loan commitments. The traditional “subscription” Facility style Lenders, in order to participate, underwrite the Investor pool according to their more traditional included Investor/designated Investor/concentration limit formula, but do it on a shadow basis not conscripted in the credit documentation. In a static pool, this would of course be simplistic.

But it does create interesting issues and approval standards with respect to new Investor closings and Investor transfers. HNW Investor Facilities. During the past two years, we have experienced a notable uptick in the establishment of Facilities for Funds comprised mostly or exclusively of HNW Investors. This trend has emerged not only for middle-market sponsors but also for some of the largest sponsors in the market today.

While traditionally challenging for Lenders to include HNW Investors in a Borrowing Base, certain Lenders are now viewing the diversity and granularity of the Investor pool in many cases to be a credit positive. For Funds where the HNW Investors invest indirectly through managed platforms of brand name wealth management institutions, comfort with the managed platform and some level of negotiated lookthrough rights or bespoke exclusion events related to the platform are often present. Many such Facilities remain bilateral and are generally smaller ($150 million or less) in size.

However, we have recently seen some relative “giants” in terms of Facility size, where two or more Lenders have been required to participate. While we expect the overall impact of HNW Facilities to remain small in 2016, we forecast this as an area of continued growth. Fund Performance Fund performance in 2015 continued to be a factor driving overall Facility growth. Happy Investors are certainly expected to fund Capital Calls and seek to invest additional capital into new Funds. The most telling trend is that Investors are reaping the benefit of hefty distributions at record rates.

The year 2015 marked the fifth consecutive year that Investors received more from Fund distributions than they funded via Capital Calls.3 The net cash flows to Investors over that five-year period have exceeded $300 billion – equal to more than one-and-a-half years’ worth of fund raising during that same period.4 In fact, according to data presented by Preqin at the 2016 Global Conference, 94% of all Investors today have a positive view of Fund investment. Legal Updates Case Law Update. Other than the infrequent dust up that has occurred between an Investor and a general partner,5 we are not aware of any substantial new case law relevant to Facilities in 2015. In fact, the often-cited In re LJM2 Co-Investment, L.P. and Iridium cases remain good law in Delaware and stand for the proposition that capital commitment funding obligations are enforceable for debt repayment in spite of a Fund bankruptcy or bad faith modification of Investor funding obligations.6 Making Bail-In.

In January of 2016, new European “bail-in” rules became law and the ripple effect is making its way into Facility documentation, both in the U.S. and in Europe. Affected financial institutions, including European banks, under the new rules are subject to “bail-in” where certain of their unsecured liabilities could be subject to cancellation, write-downs, or conversion into equity in order to recapitalize the affected institution.

Credit agreement language will require other Lenders and the borrowers to acknowledge and accept the potential application of the bail-in legislation.7 Since banks are infrequent Investors in Fund borrowers today given the current regulatory regime, including the Volcker Rule,8 we do not anticipate that the new “bail-in” rules will have a significant impact on collateral or the credit outlook for Facilities. 2016 Market Forecast While we do expect the rate of Facility growth to slow in 2016 as compared to the previous three or four years, we continue to forecast growth in Lender portfolios in the 10% range year-over-year. There are simply too many factors supporting continued growth that outweigh a more pessimistic view. The number of Funds in the market is at an all-time high at 2,651.9 The record levels of cash distributions made to Investors since 2013 will require them to reup with Funds at meaningful levels to come close to maintaining their asset allocations, and as a result we are hard pressed to forecast a meaningful decline in 2016 Fund formation.

If these Funds come anywhere close to their projected aggregate target for 2016 fundraising of $946 billion,10 then 2016 could prove to be very solid from a fundraising perspective. But even assuming the recent macro level economic uncertainties materially slow fundraising, we think the Facility market will still show somewhat uncorrelated growth. There is a reported $1.34 trillion in dry powder available at the start of 2016, which is up from the $1.2 trillion level last year and marks the third consecutive annual increase since 2012.11 Assuming a Facility market size of $300 billion in Lender commitments (our reasoned but unsubstantiated estimate), this still only yields a global advance rate of approximately 23%. Most Lenders have an average blended advance rate of closer to 30% across their portfolios, which suggests there is still ample room for Facility growth via penetration into new Funds.

When you combine this likelihood of market expansion with Lenders getting increasingly comfortable lending to SMAs, lending to all HNW Investor Funds, extending Borrowing Bases and lending against Fund net asset value or investment assets, we think 2016 will continue its growth trend. Thus, market growth, while materially more modest than the eye-popping numbers sustained the last few years, should approach double digits once again in 2016. Conclusion Despite uncertainties in the macro landscape, the Facility market appears poised for another solid year in terms of portfolio growth in 2016. While Facility structures have been trending moderately in favor of Fund borrowers, we continue to believe that the credit profile of market-structured Facility transactions forecasts well for Facility performance in the coming year and we do not forecast any systematic or widespread default or loss occurrences. Endnotes 1. See, 2016 Preqin Global Private Equity & Venture Capital Report (“2016 Preqin Report”), p.

19. Note: Preqin cautions that data as of the 2016 Preqin Report publish date was preliminary and this percentage is likely to decrease when final reporting has been completed. 2. We note that Texas state Investors are the most common subject of this trend as local law may not provide a complete waiver of contractual immunity. 3. $475 billion was returned to Investors in 2015 alone according to data presented by Preqin at the 2016 Global Conference. ICLG TO: LENDING AND SECURED FINANCE 2016 © Published and reproduced with kind permission by Global Legal Group Ltd, London WWW.ICLG.CO.UK 67 . Cadwalader, Wickersham & Taft LLP Trends in the Facility & Fund Finance Markets 4. See, 2016 Preqin Report, p. 43. 5. See, Wibbert Investment Co. v. New Silk Route PE Asia Fund LP et al., case number 650437/2013, in the Supreme Court of the State of New York, County of New York.

Wibbert sought to avoid making a Capital Call seven times alleging fraud on the part of New Silk, but, according to the last publicly available reports, ultimately funded its capital commitment in order to preserve its status as a limited partner in the Fund. 6. See, In re LJM2 Co.-Investment, L.P., 866A. 2d 762 (Del. Super. Ct.

2004) and Chase Manhattan Bank v. Iridium, 307 F.Supp 2d 608, 612-13 (D. Del.

2004); local counsel should be consulted for non-Delaware jurisdictions, which often have similar case law: see Advantage Capital v. Adair [02 Jun 2010] (QBD) Claim no. HQ10X01837 (Order for breach of contract granted in favor of private equity fund that sued a limited partner for repudiation under English law). 7. Each of the LSTA and LMA have published form language for syndicated credit agreements regarding European “bailin” acknowledgment. 8. The aggregate level of bank Investor commitments has reduced by an aggregate of nearly 56% since 2011 according to numbers presented by Preqin at the 2016 Global Conference. 9. See, Preqin 2015 Fundraising Update (“Preqin 2015 Update”), p.

2. 10. See, Preqin 2015 Update, p. 2. 11. See, 2016 Preqin Report, p. 13. Michael C.

Mascia Wesley A. Misson Cadwalader, Wickersham & Taft LLP 227 West Trade Street Charlotte, NC 28202 USA Cadwalader, Wickersham & Taft LLP 227 West Trade Street Charlotte, NC 28202 USA Tel: +1 704 348 5160 Email: michael.mascia@cwt.com URL: www.cadwalader.com Tel: +1 704 348 5355 Email: wesley.misson@cwt.com URL: www.cadwalader.com Mike Mascia is a partner in Cadwalader, Wickersham & Taft’s Capital Markets Group. He has extensive experience representing a variety of lenders across a range of secured lending transactions, with particular emphasis on the financing of investment funds and financial institutions.

He has a globally recognised practice in the subscription credit facility space, having represented both balance sheet and commercial paper conduit lenders in facilities to real estate and private equity funds sponsored by many of the world’s preeminent fund sponsors. Mike has represented the lead arrangers in many of the largest subscription credit facilities ever consummated. He has been lead counsel on numerous hybrid facilities, and is one of the few attorneys in the United States with experience in both subscription credit facilities and CLOs. Mike represents lenders on leverage facilities to secondary funds and other credits looking primarily to fund assets for repayment.

Many of his transactions are cross-border in nature, and he is well-versed in the nuances of multi-jurisdictional transactions. Mike is the founder of the annual Subscription Credit Facility and Fund Finance Symposium and is a founding member and the Secretary of the Fund Finance Association. Mike is recognized as a Leading Lawyer in the area of Banking and Finance in the International Financial Law Review’s IFLR1000 Legal Directory in 2015. Wes Misson is a partner in Cadwalader, Wickersham & Taft’s Capital Markets Group. Wes’s practice focuses on fund finance and he has represented financial institutions as lenders and lead agents in hundreds of subscription credit facilities and other fund financings, with his experience encompassing both subscription and hybrid facilities. Wes also works with fund-related borrowers on the negotiation of third-party investor documents with institutional, high net worth and sovereign wealth investors. Wes has served as lead counsel on many of the largest and most sophisticated fund financings ever consummated, notably having assisted more than 35 banks as lead or syndicate lender during the past two years with transaction values totalling in excess of $25 billion. Many of the transactions he advises on are precedent setting, carrying unique structures and complex international components – whether that be foreign limited partners or funds, multi-currency advances or foreign asset investment. Wes has been recognized as a “Rising Star” in the US in the area of Banking and Finance in the International Financial Law Review’s IFLR1000 Legal Directory, and is also a frequent speaker and an accomplished author in the area of fund finance.

He has worked extensively with financial institutions to develop form agreements for fund finance transactions, many of which are the dominant forms used in the market today, and to educate bankers, internal legal counsel and credit officers on hot issues and trends affecting the fund finance market. Cadwalader, Wickersham & Taft LLP, founded in downtown New York in 1792, is proud of more than 200 years of service to many of the world’s most prestigious financial institutions and corporations. With more than 450 attorneys practicing in New York, London, Charlotte, Washington, Houston, Beijing, Hong Kong and Brussels, we offer clients innovative solutions to legal and financial issues in a wide range of areas. As a longstanding leader in the securitization and structured finance markets, the Cadwalader team features lawyers with a broad range of experience in corporate, securities, tax, ERISA, bankruptcy, real estate and contract law.

Consistently recognized by independent commentators and in the league table rankings, our attorneys provide clients unparalleled insight regarding fund finance, asset-backed and mortgage-backed securitization, derivatives, securitized and structured products, collateralized loan obligations, synthetic securities, swap and repo receivables, redundant insurance reserves, and other financial assets. For more information please visit www.cadwalader.com. 68 WWW.ICLG.CO.UK ICLG TO: LENDING AND SECURED FINANCE 2016 © Published and reproduced with kind permission by Global Legal Group Ltd, London . Other titles in the ICLG series include: â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  Alternative Investment Funds Aviation Law Business Crime Cartels & Leniency Class & Group Actions Competition Litigation Construction & Engineering Law Copyright Corporate Governance Corporate Immigration Corporate Recovery & Insolvency Corporate Tax Data Protection Employment & Labour Law Enforcement of Foreign Judgments Environment Franchise Gambling Insurance & Reinsurance â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  â–  International Arbitration Litigation & Dispute Resolution Merger Control Mergers & Acquisitions Mining Law Oil & Gas Regulation Outsourcing Patents Pharmaceutical Advertising Private Client Private Equity Product Liability Project Finance Public Procurement Real Estate Securitisation Shipping Law Telecoms, Media & Internet Trade Marks 59 Tanner Street, London SE1 3PL, United Kingdom Tel: +44 20 7367 0720 / Fax: +44 20 7407 5255 Email: sales@glgroup.co.uk www.iclg.co.uk .