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PLAYBOOK TEMPLATES

Guarantee & Security Agreement

A Guarantee & Security Agreement provides collateral and personal guarantees securing performance or payment obligations. This playbook details drafting considerations for enforcement rights, perfection, and priority of security interests.

Conditions Precedent

Why This Matters: Vague or excessive conditions can delay funding and increase costs. Clear CPs reduce uncertainty and negotiation friction on closing.

Negotiation strategy

If you're the Lender:

Ensure conditions are specific and achievable within a realistic timeline. Include waiver provisions for minor issues to maintain flexibility.

If you're the Borrower:

Negotiate for conditions that protect your interests without causing unnecessary delays. Be open to waivers for non-critical conditions.

Essential elements

1

Specific Conditions

Clearly defined prerequisites.
2

Waiver Provisions

Allow flexibility for minor issues.
3

Timeline for Satisfaction

Realistic deadlines for conditions.

Action framework

ACCEPT

Propose edits when conditions are too vague or unrealistic.

EDIT

Reject if conditions introduce excessive risk or delay.

ADD

Add conditions if none exist to ensure prerequisites are met.

PRO TIP

Always include waiver provisions to handle minor issues without delaying the transaction.

Example clauses

FAVORABLE

Well-Defined Conditions

"The following conditions precedent must be satisfied prior to closing: [list specific conditions]. Waiver of minor conditions may be granted at the discretion of [Party]."
NEUTRAL

Standard Conditions

"Conditions precedent include [list conditions]. Parties may agree to waive minor conditions that do not materially affect the transaction."
UNFAVORABLE

Vague Conditions

"Conditions precedent are to be determined at a later date, with no specific timeline or waiver provisions."

Fallbacks

High-Risk Projects

In high-risk projects, ensure conditions are comprehensive to mitigate potential risks. Include detailed timelines and waiver provisions.

Cross-Border Transactions

For cross-border deals, consider jurisdiction-specific conditions to ensure compliance with local laws and regulations.

Fast-Track Closings

In fast-track closings, streamline conditions to essential items only, ensuring they are achievable within the expedited timeline.
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