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PLAYBOOK TEMPLATES
ISDA Master Agreement
An ISDA Master Agreement standardizes derivatives trading relationships, defining netting, collateral, and termination terms. This playbook assists counsel in managing counterparty risk and regulatory compliance under derivatives frameworks.
Events of Default
Negotiation strategy
Ensure that default events are clearly defined and include objective criteria. Advocate for reasonable cure periods to allow the borrower time to remedy defaults.
Negotiate to limit the scope of default events to material breaches only. Seek to include cure periods and exclude minor or technical defaults.
Essential elements
1
Payment Default
Failure to make timely payments.
2
Insolvency
Inability to pay debts as due.
3
Breach of Agreement
Non-compliance with agreement terms.
Action framework
ACCEPT
Propose edits to clarify ambiguous terms and ensure cure periods are included.
EDIT
Reject clauses that allow termination for minor breaches or lack clear criteria.
ADD
Add language to specify cure periods and exclude minor breaches.
PRO TIP
Always ensure that the definition of 'material adverse change' is precise to avoid subjective interpretations.
Real-world examples
FAVORABLE
Objective Default Triggers
"An Event of Default shall occur if the Borrower fails to make any payment when due and such failure is not remedied within five Business Days after notice."
NEUTRAL
Standard Default Clause
"A party becomes insolvent or is unable to pay its debts as they become due."
UNFAVORABLE
Broad Default Triggers
"Any breach of this Agreement shall constitute an Event of Default."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, lenders may require more stringent default provisions to mitigate potential losses. Ensure these are balanced with reasonable cure periods.
Start-Up Financing
For start-ups, default provisions should consider the volatile nature of early-stage businesses and include flexible terms to accommodate growth challenges.
Cross-Border Transactions
In cross-border deals, consider jurisdictional differences in insolvency laws and ensure default provisions are enforceable in all relevant jurisdictions.
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