That restriction may be an outright prohibition or one that requires that the lender be paid a fee for its extra initial or monitoring costs if an office is opened by the debtor in the Affected State or goods are maintained by the debtor in the Affected State. The Affected State may see an increase in bankruptcies. The concern here may be best illustrated by an example. Lender lends to Debtor and is granted a security interest in Debtor's assets under Revised Article 9. Lender complies with the perfection rules of Revised Article 9.
Debtor later finds itself in financial trouble.
Creditor discovers that Debtor has a sufficient presence in the Affected State to permit a bankruptcy venue in the Affected State. If a bankruptcy were commenced by or against Debtor outside of the Affected State in a state that has enacted Revised Article 9, the bankruptcy court would likely apply the Revised Article 9 choice of law rules, and Lender's security interest would be perfected. But, if a bankruptcy were commenced in the Affected State, the bankruptcy court in the Affected State would likely look to the Affected State's former Article 9 choice of law rules, which require that a financing statement must have been filed in the Affected State for the collateral in question. Without that filing, Lender's security interest is unperfected. In this example, Creditor would have an incentive to commence an involuntary bankruptcy against Debtor in the Affected State, not because bankruptcy is a good idea for Debtor or its creditors generally but just to set aside Lender's security interest in those assets.