Practice Area
As a secured lending lawyer serving Burlington, Mississauga, Oakville and the wider GTA, Wes Forgione acts for institutional and private lenders as well as private equity, advising on secured lending, debt and equity financing, and structuring terms that protect clients and get transactions closed.
From general security agreements to mortgages, charges, guarantees, and PPSA registrations, the details of a lending transaction matter as much as the headline terms. Wes works through the priority and subordination issues that determine what actually happens if a deal goes sideways, so clients aren't caught off guard later.
Wes acts on both sides of the table, for lenders putting capital out and for borrowers taking it on. That range matters: a lender's lawyer is thinking about enforceability and what happens on default, while a borrower's lawyer is pushing back on overreaching covenants and personal exposure. That dual vantage point means he can spot the issue the other side's lawyer is going to raise before it becomes a sticking point.
What this covers
What's the difference between a general security agreement and a mortgage or charge?
A general security agreement (GSA) gives a lender a registered interest over a borrower's personal property, such as equipment, inventory, and receivables. A mortgage or charge secures a lender's interest in real property instead. Many lending transactions use both together, with the GSA covering the business's movable assets and the mortgage covering any real estate, so the lender's security matches what's actually being financed.
Why does PPSA registration matter if I already have a signed security agreement?
A signed security agreement creates the lender's interest, but registration under the Personal Property Security Act is what establishes priority against other creditors and protects that interest if the borrower defaults or becomes insolvent. An unregistered or improperly registered security interest can be subordinated to a later-registering creditor, even if the original agreement was signed first. Getting the registration right, and renewed on time, is what makes the security enforceable when it counts.
What does priority and subordination actually mean for a lender?
Priority determines who gets paid first if a borrower defaults and multiple creditors have claims against the same assets. A subordination agreement is where one creditor agrees to rank behind another, often required when a business has more than one lender. Understanding where a loan sits in that order, and negotiating it where possible, affects how much risk a lender is actually taking on.
When is a personal guarantee required in a secured lending deal?
Lenders often ask for a personal guarantee when the borrowing entity is newer, thinly capitalized, or when the loan amount exceeds what the corporate assets alone would reasonably secure. The terms of the guarantee, including caps, releases, and what triggers personal liability, are negotiable and should be reviewed carefully by both sides before signing.
What due diligence should a lender complete before closing a secured loan?
A lender should confirm the borrower's corporate standing, search existing PPSA registrations and any prior encumbrances on the collateral, review existing agreements that might restrict new debt, and verify that the assets being pledged are actually owned free and clear. Skipping this step risks discovering a competing claim on the collateral after the loan has already funded.
How is Forgione Deal and Corporate Counsel different from a large firm for secured lending work?
Wes Forgione handles the drafting, negotiation, and registration work personally rather than routing it through a junior associate. Clients get direct access to the lawyer closing the deal, backed by the perspective that comes from having closed upwards of 400 transactions.
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