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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.
Security and Collateral
Negotiation strategy
Ensure the security interest is properly perfected by filing necessary documents and verifying the collateral's value. Prioritize obtaining a comprehensive list of assets to secure obligations.
Negotiate to limit the scope of collateral to specific assets and ensure the release mechanics are favorable. Confirm that the perfection process is not overly burdensome.
Essential elements
1
Scope of Collateral
Defines assets pledged as collateral.
2
Perfection Requirements
Steps to perfect the security interest.
3
Release Mechanics
Conditions for releasing collateral.
Action framework
ACCEPT
Propose edits if the collateral scope is too broad or perfection steps are unclear.
EDIT
Reject if the clause fails to provide enforceable security interests.
ADD
Add language if jurisdiction-specific requirements are missing.
PRO TIP
Always verify that the collateral aligns with the client's asset structure and jurisdictional laws.
Example clauses
FAVORABLE
Comprehensive Security Interest Clause
"The Borrower hereby grants a security interest in all present and future assets, including but not limited to accounts receivable, inventory, and equipment, to secure the obligations under this agreement. The Borrower shall take all necessary steps to perfect such security interest, including filing UCC-1 financing statements."
NEUTRAL
Standard Security Interest Clause
"The Borrower grants a security interest in specific assets as listed in Schedule A. The Borrower agrees to cooperate in the perfection of this security interest as required by law."
UNFAVORABLE
Limited Security Interest Clause
"The Borrower agrees to pledge specific assets as collateral, as detailed in Schedule B, and to take all actions necessary to perfect the security interest."
Fallbacks
High-Risk Projects
In high-risk projects, ensure the security interest covers a broader range of assets to mitigate potential losses.
Cross-Border Transactions
For cross-border transactions, consider additional legal requirements for perfection in multiple jurisdictions.
Start-Up Financing
In start-up financing, negotiate to limit collateral to specific, non-essential assets to preserve operational flexibility.
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