Project Finance 2024 Comparisons

The range of project sponsors in the USA is broad and depends in part on the nature of the project being developed and financed. Traditional sponsors of utility-scale power generation or other large-scale energy projects have been utilities, independent power producers (IPPs), domestic and multinational commercial energy concerns, and major corporates. Increasingly, private equity funds are playing an important role in sponsoring large-scale energy projects in the USA, through increasingly creative investments in single assets and asset portfolios. In the broader energy transition category, there are additional players acting as sponsors, such as domestic and international industrial concerns sponsoring projects ranging from battery technology to energy efficiency technology to green hydrogen to carbon capture technology, for deployment to industrial commercial applications.

Hard infrastructure projects continue to be sponsored most often through some sort of public-private collaboration, even where not formally a P3 structure, which includes state and local quasi-governmental entities coupled with a private developer, construction manager and asset operator. Sponsors of digital infrastructure projects increasingly resemble a combination of renewable energy and energy transition investors, spanning private equity funds, construction and development operations, real estate investors, and significant corporates in the telecommunications and technology sectors. 

The universe of project financiers in the USA also continues to expand over time, beyond traditional debt project financing sources such as domestic and international financial institutions, development banks, and quasi-governmental funding sources. Private equity funds have been the biggest, most impactful new player in the financing of projects in the USA, and increasingly provide creative financing across the so-called capital stack of a given project or portfolio of projects, such as preferred equity and mezzanine finance, project development finance solutions, and traditional senior secured project lending, with a greater variety of financing structures than has historically been available from banking institutions. And in the renewable energy and energy transition area, prior to and even more so since the passage of the Inflation Reduction Act (IRA), tax credits and other tax incentives have driven new classes of financing specific to these sectors, ranging from tax equity financing to new tax credit monetisation strategies, including tax credit transfer transactions.

Public-private partnerships (PPP or P3) in the USA remain the domain of individual states and municipalities, rather than at the federal level. For this reason and many others, P3 transactions in the USA have remained a smaller portion of overall projects financed in the USA across sectors, with a higher proportion of hard infrastructure projects (ports, highways, rail/metro lines, entertainment complexes, etc) having a P3 structure. Such structures usually involve some portion of funding from legislative appropriations or municipal bond issuance, at rates lower than what would otherwise be available from private financing institutions in the market. While the structure of each individual P3 project would be driven by the unique legislative and/or quasi-governmental financing architecture in the relevant state or municipality, common obstacles in the USA continue to be the traditional sources of friction, such as appropriations risk and reputational harm to private financing institutions exercising rights and remedies in a defaulted project against a project that may be perceived as providing a public good.

There is increasing diversity in the financing structures of projects in the USA. Nevertheless, some foundational considerations remain unchanged:

• Revenues:
1. the output of the project;
2. the market for the output;
3. the contractual arrangement for the purchase, or offtake, of the product, including pricing terms and tenor; and
4. the credit worthiness of the offtaking counterparty.
• Construction:
1. budgeted costs and timeline;
2. strength of construction contract (EPC, BOP, other);
3. construction management arrangements, if any; and
4. reputation, track record, and credit worthiness of the contractor counterparty.
• Supply and procurement:
1. strategy assessment, considering potential logistical bottlenecks, reputation of the counterparty and jurisdiction;
2. delivery/dispatch terms, guarantees and warranties, price/market of inputs;
3. price adjustments (expressly contemplated and opportunistically extracted);
4. credit worthiness of the supplier counterparty; and
5. tie-in to construction timeline and timing of financing milestones.
• Permits, land:
1. rights to land, including easements during construction and operations;
2. governmental permitting required at federal, state and local/municipal levels; and
3. regulatory bodies and quasi-governmental entities.
• Project-specific incentives:
1. federal/state/local tax incentives available to the project; and
2. ability to monetise certain tax incentives.
• Financing:
1. types of financing across layers of the capital stack, ranging from common equity at the bottom to senior secured first-lien debt at the top of the priority hierarchy;
2. preferred equity or mezzanine/second-lien financing;
3. development financing;
4. tax equity financing and transferability or other monetisation structures;
5. Holdco financings (so-called back-leverage);
6. insurance products, from R&W to bespoke technology-specific products, increasingly supporting financing structures; and
7. involvement of development banks, ECAs or other multilateral financing institutions.
• Operations:
1. O&M arrangements;
2. price;
3. reputation, track record, and credit worthiness of the O&M provider; and
4. affiliated asset management arrangements for portfolio plays.
• Sale and transfer:
1. ability to sell down ownership levels, in particular after commercial operations;
2. qualifications of permitted transferees; and
3. PE fund sponsors’ expectations of greater sell-down and transfer rights increasingly migrating to other sponsor investors in the market.
• Enforcement and dispute resolution:
1. holistic consideration of enforcement and dispute resolution across different project constituencies, involving forum and venue selection in specific courts and alternative dispute resolution mechanisms in key project contracts.

The areas with greatest activity currently are in renewables, the broader energy transition category, and digital infrastructure. Broad market dynamics, together with the IRA, continue to push investment dollars towards renewables and energy transition projects in the USA. These dynamics have made the USA an increasingly attractive destination for investments in these sectors, with steadily increasing numbers of non-US-based multinational sponsors and investors chasing renewable development asset pipeline. New technologies in the energy transition space, and new market applications, ranging from battery storage to energy management to green hydrogen, are expanding the universe of projects being financed, and finding new market applications, including among “big tech” corporates and industrial companies. Digital infrastructure projects, including the build-out of fibre optic networks and development of hyperscale data centres, increasingly rely on co-located renewable power production facilities and energy storage systems.

Response projects financed in the USA are customarily secured by a pledge of substantially all assets of the project company – which is nearly always a special purpose vehicle owing all rights, title and interest in and to all property and other assets needed for the development, construction, ownership and operation of the applicable project, a pledge of the ownership interests in the SPV project company, and in many cases with such collateral security further supported by a narrowly tailored credit support from the project sponsor – whether in the form of a limited guarantee, equity contribution commitment, or similar arrangement.

While SPV project companies typically grant secured lenders a lien on and security interest in substantially all assets relevant to the project, there are various categories of collateral security that are typically uniquely relevant in project finance:

• Contract Rights: During a project’s development and construction, while a project is typically not yet producing revenues, the SPV project company’s most critical (and in some cases valuable) assets are its rights in, to and under the key project contracts supporting the project’s construction and operation. These include, in particular, EPC, BOP and other construction contracts, offtake and other revenue-generating contracts essential to debt service once the project is commercially operational, concessions contracts, insurance policies, and investment contracts predicated on the project reaching certain construction and operation milestones (relevant in particular to tax equity and similar tax credit monetisation strategies relevant to renewables and other energy transition projects).
• Property rights: Secured lenders rely on the SPV project company having adequate rights in and to the land on which the project is built, including ingress and egress during construction and for maintenance and inspection during operations. Such legal rights are typically either title and ownership or a valid leasehold interest over the real property in question, though concession arrangements are typical in the case of many hard infrastructure projects such as ports, roads and rail.
• Accounts: Secured lenders to projects nearly uniformly require not only a security interest in the SPV project company’s bank accounts, but also exclusive dominion and control over proceeds of any kind and nature – loan proceeds, revenues, insurance proceeds, etc – received by or on behalf of the SPV project company, and the transfer of such moneys between controlled accounts in accordance with a “waterfall” order of priority negotiated in the definitive agreements governing the project’s financing (sometimes in the credit agreement itself, other times in a separate security document such as a depositary agreement or collateral account agreement).
• IP: Where an SPV project company’s rights to utilise certain intellectual property are necessary for the project’s development, construction or operation, most often under exclusive or non-exclusive licenses, a secured lender will pay particular attention to such rights and ensure it has a properly perfected security interest.
• Insurance proceeds: Secured lenders will ensure that an SPV project company’s rights to proceeds of insurance policies are properly perfected as collateral security. This is relevant both for the types of policies and coverages typically required by financiers, but also increasingly in certain sectors and for certain new (and in some cases bespoke) insurance products deployed in renewables and other energy transition projects, mitigating the risks to financing parties and certain investors of tax credit eligibility that underpin the project’s enterprise value.
• Ownership interests: Secured lenders customarily expect to receive a pledge of all of the ownership interests issued by the SVP project company, together with certain technical legal requirements associated with the certification and characterisation of such ownership interests under applicable law, in order to facilitate the secured lenders’ ability to cleanly and efficiently enforce on the SVP project company were the lenders to exercise such rights.     

The laws governing the granting of security interests in the USA are a function of state law. Security interests in real property are granted under a state’s applicable real estate laws, including local recordation offices. Security interests in personal property – a category that essentially captures all assets that do not constitute real property interests – are governed by each state’s respective codification of the Uniform Commercial Code, in particular Articles 8 and 9. 

The laws governing the granting of security interests in personal property in all US states contemplate the ability to apply such grant to all present and future assets of a company – so-called all assets security agreements. However, it is important to note that contractual language that only generically describes a grant of security interests in “all assets” is not effective to create and attach a valid security interest over all of a grantor company’s present and future personal property assets – the granting clause of the security agreement must identify with specificity the kinds of assets in which the security interest is being granted.

The various categories of assets delineated in these granting clauses are found in the Uniform Commercial Code of the applicable state, including, for example, accounts, documents, goods, inventory, equipment, investment property, intellectual property, payment intangibles, contractual rights, investment property, instruments, and proceeds, among others. While such specificity in the granting clause of a security agreement is necessary under applicable US state law in order to validly create and attach a security interest in all current and future personal property assets of a company, the more short-hand generic reference to all current and future acquired assets is sufficient when filing financing statements to perfect such security interests over the company’s assets that can be perfected by such filings.

Each state in the USA has a centralised electronic filing system – typically the state’s secretary of state office – where so-called financing statements can be filed to give third-party creditors notice of a security interest over a company’s personal property assets. In contrast to other countries in which security interests are filed with governmental registries and subject to the granting of such registrations in order for the granted security interests to be properly perfected as against third-party creditors, in the US states’ respective centralised filing systems, the perfection of such security interests is deemed accomplished by the filing of the financing statement itself, subject to various rules as to priority as against third-party creditors.

The costs associated with these electronic filings are de minimus administrative charges and, unlike registries in certain other countries, not associated with a valuation of the assets being pledged. Real property assets are secured by local real property registrations of mortgage instruments and involve costs and administrative charges that are generally considered low, though typically slightly more than the de minimus costs of filing a financing statement over personal property.

See 2.3 Registering Collateral Security Interests.

While in the USA there are generally no restrictions on the type or nature of assets in which a grantor company may grant a security interest to a secured party, it bears noting that valid security interests are granted and perfected in different manners depending on the category of assets at issue – real property v personal property; perfection by filing v control v possession. The validity of guarantees is also a function of a state’s corporate and/or general obligations laws, but as a general matter there is typically a legal requirement that a guarantor will receive a direct or indirect benefit from the granting of such guarantee.

There is no applicable information in this jurisdiction.

Security interests are released in the same manner in which they are granted – namely, by contract. Many security agreements specify that the security interests are deemed released automatically upon the repayment and satisfaction in full of the outstanding obligations under the relevant financing. But even in such cases where, as a legal matter, the relevant security interests may be released and no longer valid, as a practical matter a debtor will insist that any and all public filings (and in the case of real property, recordations) be formally released, whether by the filing of a ”financing termination statement” or otherwise. Additionally, debtors would be advised to seek further confirmation of such release and termination of security interest pursuant to a payoff and release letter.

The circumstances under which a secured lender may enforce its rights and remedies against collateral is, as an initial matter, largely a function of contractual agreement, though the contours of what is typically agreed between secured lenders and borrowers in the financing and security documentation for a given project are shaped by applicable common law and statutory requirements. Customarily, the credit agreement governing the financing of a project will have a remedies provision that gives the secured lenders a broad right to exercise their rights and remedies under the financing and security documents, including accelerating the debt obligations owed and enforcing against collateral, during the continuation of an event of default.

What constitutes an event of default under the financing documentation is a matter of contractual agreement, and while there are broad commonalities in the financing market for the subject matter of these events of default, the particulars of these events of default are highly negotiated and project-specific, including materiality and dollar thresholds, cure periods, and cure rights. The financing and security documents typically appoint a collateral agent to act on behalf of the secured parties (secured lenders and, often, secured hedge providers), and such collateral agent typically acts only upon the instruction of a majority of the secured lenders to a credit agreement.

The actual enforcement against pledged collateral during the continuation of an event of default is typically governed by the contours of the contractual security agreement (in the case of personal property) and mortgage or deed of trust (in the case of real property). While these security documents typically provide a collateral agent on behalf of the secured parties broad rights to enforce against pledged collateral, the statutory terms of the Uniform Commercial Code (Articles 8 and 9, in particular) in the applicable state jurisdiction will operate to provide a minimum standard of protection to a borrower – referred to as a “debtor” in the context of the Uniform Commercial Code. Such basic protections include, among others, minimum notice requirements (usually ten days) and the broadly applicable common law principle of commercial reasonableness, applying those and other debtor protections to a variety of alternative enforcement processes such as public sale, private sale, judicial foreclosure, and consensual foreclosure.

US courts will typically uphold contractual choices of foreign law as the governing law of a contract and the submission to a foreign jurisdiction, subject to a relatively low threshold of legal requirements of the applicable state jurisdiction and the federal laws of the USA. A significant majority of financing arrangements specifically elect the application of New York law to the financing and security documents, including projects located outside of the State of New York and, not unusually, outside of the USA. Subject to certain limitations that are typically not relevant to the financing of a project, such as contracts for labour or personal services, the choice of New York law as the governing law of a contract will be recognised as a valid choice of law by a New York State court or a federal court sitting in the State of New York as long as it is in consideration of, or relates to, any obligation arising out of a transaction covering in the aggregate not less than USD250,000.

Such choice of law would not extend to certain mandatory provisions of applicable law regarding the perfection and priority of liens that may require the application of the laws of another jurisdiction, and are further limited by public policy considerations of another jurisdiction in which enforcement or judgment is sought. Such financing contracts also often expressly submit (sometimes exclusively, other times non-exclusively) to the jurisdiction of New York State courts and federal courts sitting in a specific local forum within the State of New York. New York State courts and federal courts sitting in New York State also will typically uphold as valid the contractual choice of law of another jurisdiction (whether another US state or outside of the USA), again subject to the relatively low threshold requirements that such other law bear a reasonable relationship to the parties or the transactions contemplated by the applicable contracts and that the provisions of such contract, and the application of such other jurisdiction’s laws, would not violate public policy of New York State or the USA.

Whether a judgment given by a foreign court or arbitral award against a party would be enforceable in an applicable US state jurisdiction without retrial of the merits of the case is a matter of application of US state law. A large majority of US states have enacted their own version of the 1962 Uniform Act, or the modernised 2005 Uniform Act, in each case statutorily codifying uniform rules on the recognition of foreign judgments. The New York State Uniform Foreign Country Money-Judgments Recognition Act, together with the relevant provisions of the New York Civil Practice Law & Rules, govern the recognition of foreign judgments in the State of New York.

Generally, such foreign law judgments are enforceable in a New York Court without re-examination of the substantive issues underlying such foreign judgment if, among other things:

• the foreign legal system that rendered the judgment is considered to have used procedures that were impartial or otherwise compatible with requirements of due process of law;
• the judgment is for an amount certain and final and conclusive in the local jurisdiction that rendered the judgment;
• the judgement is valid and enforceable in such original jurisdiction;
• the court that rendered the judgment had personal and subject matter jurisdiction;
• numerous due process principles were met, such as sufficient notice of proceedings and opportunity to be present, whether directly or through a representative;
• the judgment was not obtained by fraud; and
• the cause of action on which the judgment was based is not repugnant to the due process, natural justice or public policy of the State of New York, among other limitations and qualifications.

There is no applicable information in this jurisdiction.

US state and federal laws do not generally restrict foreign lenders from granting loans under applicable US state laws, subject to compliance with US laws and regulations relating to banking activities, sanctions and sanctioned parties, anti-corruption and bribery, anti-money laundering and terrorism. Foreign lenders, like any other foreign company, are also required to have such business authorisations and banking licenses as other financial institutions organised in the USA.

US federal and state laws do not specifically restrict or prohibit the granting of security interests or credit support to foreign lenders.

The USA has long been considered a top destination for foreign direct investment due to the size and depth of the financial and consumer markets, rule of law and predictability, and investor sentiment. In recent years, this trend has been exemplified by the influx of global investor capital into the renewable energy and energy transition areas following the passage of the Inflation Reduction Act in 2022.

There are generally no specific restrictions on payments abroad or repatriation of capital by foreign investors, subject to compliance with applicable tax laws and regulations, banking regulations and “know your customer” rules and policies.

There are no prohibitions under US federal and state laws on a project company maintaining an offshore foreign currency account, subject in all cases to compliance with tax laws and banking regulations, including “know your customer” rules and policies.

See 2. Guarantees and Security.

A project company, like any other company, will be required to be licensed to do business in the state in which it is developing the project and to remain in good standing in that state. This is typically an administrative task and subject to de minimus associated costs. Whether any additional licencing and/or permitting is required will depend in large part on the nature of the project being developed. While not a licence, many projects require environmental assessments and studies that may require approval by state or federal environmental agencies and, in certain cases, the implementation of mitigation plans; energy projects connecting to the grid will require approvals from regional interconnection authorities, among many other project-specific requirements.

Financing of projects in the USA typically involves one or more parties acting as agents on behalf of the secured parties with respect to numerous distinct roles. In certain cases, this role may be performed by a third party acting as a trustee, though in practice the role of agents and trustees in the context of ordinary course project financings are functionally similar. In most projects, the appointment of agency roles extends to an administrative agent, collateral agent, and where deposit accounts are subject to the banks’ control and dominion, a depositary agent. While in certain jurisdictions it is customary to employ trust structures to hold project assets, in US jurisdictions, such formal trust structures are more customarily utilised by securitisation vehicles rather than project companies – which are typically organised with certain bankruptcy remote features.

The rules that govern the priority of competing security interests in the USA are generally governed by the applicable US state’s codified version of the Uniform Commercial Code. The priority of security interests over personal property collateral that can be perfected by the filing of a financing statement is generally determined by the “first in time” rule; whereas a secured party’s control or physical possession of other types of personal property collateral would confer on it a superior priority claim.

The priority analysis, and choice of law analysis, under the relevant provisions of a state’s Uniform Commercial Code is layered and in some cases complex, driven largely by the nature of the different types of collateral security. It is not unusual for parties to a project financing to contractually agree to subordination and priority terms, including payment subordination and lien subordination. Such contractual subordination provisions are generally upheld in a US bankruptcy proceeding, subject to the many protections available to debtors under bankruptcy law and process, including the automatic stay and possible rejection of executory contracts.

See 5.4 Competing Security Interests.

In the United States, there are typically two routes of reorganisation for distressed companies to pursue: (i) an in-court restructuring under the United States Bankruptcy Code, and (ii) an out-of-court workout with lenders. In-court restructurings are available to distressed companies under Chapter 11 and Chapter 7 of the Bankruptcy Code. A company seeking to liquidate its assets via the in-court route can do so by filing a Chapter 7 bankruptcy case or filing a plan of liquidation in a Chapter 11 bankruptcy case, while those looking to reorganise can file a plan of reorganisation in a Chapter 11 bankruptcy case.

The in-court route for distressed companies is available to companies with the financial means to pay costs associated with the required court filings and judicial and notice procedures. In contrast, an out-of-court reorganisation will not involve these fees (though they will involve customary costs, fees and expenses associated with transactions generally).

In an in-court reorganisation, Section 362 of the Bankruptcy Code imposes an injunction against lenders and other creditors known as the “automatic stay”. The automatic stay is an injunction that halts all acts and proceedings against the distressed company, known as the “debtor”, and its property, and prevents lenders from enforcing their rights to any loans, security interests, and/or guarantees. The automatic stay prevents enforcement of prepetition judgments against the debtor, acts to obtain possession or control of the debtor’s property, and attempts to collect, assess, or recover a pre-bankruptcy filing claim. The automatic stay, however, does not apply to reorganisations pursued outside of court, sometimes referred to colloquially as out-of-court workouts.

When a company chooses to reorganise in court, the US Bankruptcy Code governs the priority of distributions to creditors. Typically, secured creditors receive priority in payments from the debtor. A creditor can become secured by obtaining a security interest in or lien on the debtor’s property, such as by agreement with the debtor, judicial process, or by statute, and also by perfecting that security interest. However, sometimes, a DIP (“debtor in possession”) lender, meaning a lender that provides financing to the debtor to fund its operations during its in-court reorganisation, may receive priority over, or at least equal treatment to, a secured claim, via a priming DIP lien on over-encumbered collateral.

Unsecured lenders typically follow secured lenders in distributions, and among unsecured claims, certain claims usually receive priority under the US Bankruptcy Code. These include claims such as “administrative expense claims”, which arise from the actual, necessary costs and expenses of preserving the debtor’s estate rendered after the bankruptcy filing, wages to employees, contributions to employee benefits plans, and tax claims. These priority unsecured claims are typically distributed after secured claims, but before claims of general, unsecured creditors. There is generally no established priority for out-of-court reorganisations, as these are addressed contractually among the debtor and creditor parties.

If a borrower or other obligor (eg, grantor of collateral security, guarantor of the debt obligations) were to become insolvent, depending on the financial status of the distressed company and its method of reorganisation, a lender risks only receiving part of, rather than the full amount of, its loan (outstanding principal, accrued and unpaid interest, and any other amounts) made to the distressed company. Additionally, if a lender did not secure its loan, or did not perfect its security interest in the manner necessary to achieve the intended level of priority vis-à-vis other creditors, the lender risks receiving lower priority and less distribution than other competing creditors. Also, if a distressed company pursues an in-court reorganisation, a lender must cease attempts to collect any debt owed by the debtor, or otherwise risk violating the automatic stay and facing sanctions and payment of the debtor’s attorneys’ fees.

Finally, in certain circumstances, lenders risk payments or interests granted by debtors being voided under the US Bankruptcy Code. Under the US Bankruptcy Code, payments or transfers made to lenders by the debtor may be voided if found to be a (i) preferential, or (ii) fraudulent transfer. Section 547 of the US Bankruptcy Code provides that the debtor may “claw back” payments to, or the granting of a security interest in favour of, a lender if the payment or security interest (i) was made for or on account of an antecedent debt; (ii) while the debtor was insolvent; (iii) within 90 days before the bankruptcy (or within one year when the transfer was to or for the benefit of an insider); and (iv) enables the creditor to receive more than it would have received in a hypothetical Chapter 7 liquidation.

Under Section 548 of the US Bankruptcy Code, the debtor also has the ability to avoid actual or constructive fraudulent transfers made within two years before bankruptcy when (i) a transfer is made or obligation is incurred, with subjective intent to hinder, delay, or defraud existing or future creditors, or (ii) where the debtor received less than “reasonably equivalent value” in exchange for the transfer or the obligation and was insolvent at the time of, or rendered insolvent by, the transfer.

Most entities are permitted to file for bankruptcy under the US Bankruptcy Code; however, bankruptcy filings must be made in “good faith”. While this standard varies by jurisdiction, some courts consider whether a bankruptcy filing (i) serves a valid bankruptcy purpose, and/or (ii) was filed simply to obtain a “tactical litigation advantage”. Additionally, entities must be able to pay the filing, court, and notice costs and fees required for in-court bankruptcy proceedings.

While insurance companies are highly regulated in the USA, underwritten policies covering project assets are not subject to governmental restrictions, controls, fees or taxes.

Insurance policies over project assets may be payable to foreign creditors, subject to applicable laws and regulations and “know your customer” rules.

Under US federal tax law, a 30% withholding tax is applied to interest payments made by US borrowers to foreign lenders. This rate is lowered when the foreign lender is organised in a jurisdiction with a tax treaty with the USA that applies a lower rate. Furthermore, non-US financial institutions making such loans through a banking subsidiary organised in the USA would avoid such withholding obligation. Note that, regardless of the withholding tax regime, it is standard market practice in financing documentation governed by the laws of New York State that borrowers contractually agree with the banks to “gross up” all or an agreed percentage of their payments to the lenders in the amount of any withholding tax paid in respect of the loans.

There are no other federal material taxes, duties, charges or tax considerations that are customarily relevant to lenders making loans to entities incorporated in the USA.

There are no usury laws or other rules limiting the amount of interest that can be charged that are typically applicable in any particular sense to projects financed in the USA, with financing contracts usually governed by the laws of the State of New York involving sophisticated commercial parties rather than individual consumers.

Unlike financing and security documents, which are more often than not governed by the laws of the State of New York, project contracts are governed by a wider array of local US laws. Much of this depends on the location of the project, as well as the jurisdiction in which the applicable project counterparty regularly does business. While many contracts may still elect New York law to apply, we regularly see laws of other jurisdictions relevant to the projects, and the project counterparties often apply the laws of other states such as Delaware, Texas, California, Florida, and Illinois, among many others.

Most financing and security documents in the USA are governed by the laws of the State of New York, though in a minority of cases financing institutions and other lenders doing business primarily in other states may elect the laws of the state in which they are familiar and regularly do business.

There is no applicable information in this jurisdiction.