A Secured Loan Agreement provides financing backed by collateral assets, outlining repayment and enforcement terms. This playbook explains negotiation of covenants, events of default, and security perfection requirements.
Why This Matters: Improperly structured security can impair enforcement, reduce recovery prospects, or give rise to lender or borrower liability issues.
Negotiation strategy
If you're the Lender:
Ensure the security interest is properly documented and perfected to maintain priority. Review jurisdiction-specific requirements to avoid legal pitfalls.
If you're the Borrower:
Negotiate for reasonable collateral requirements and ensure compliance with all perfection and priority rules to avoid disputes.
Essential elements
1
Security Interest
Defines the collateral and obligations.
2
Perfection Procedures
Outlines steps to perfect security.
3
Priority Rules
Establishes order of claims.
Action framework
ACCEPT
Propose edits if the clause lacks clarity on collateral definition or perfection methods.
EDIT
Reject if the clause imposes unreasonable burdens or lacks legal compliance.
ADD
Add language if jurisdiction-specific requirements are missing.
PRO TIP
Always verify the security interest complies with UCC Article 9 or equivalent local laws.
Example clauses
FAVORABLE
Preferred Security Clause
"The Borrower hereby grants the Lender a security interest in the Collateral to secure the Obligations. The Borrower shall take all necessary actions to perfect and maintain the priority of the security interest."
NEUTRAL
Standard Security Clause
"The Borrower grants a security interest in its assets to secure the obligations, subject to applicable law."
UNFAVORABLE
Weak Security Clause
"The Borrower may provide security at its discretion, without specific obligations to perfect or maintain priority."
Fallbacks
High-Risk Projects
In high-risk projects, ensure additional collateral or guarantees are in place to mitigate potential losses.
Cross-Border Transactions
Consider international laws and treaties affecting security interests and ensure compliance with all relevant jurisdictions.
Start-Up Financing
For start-ups, negotiate flexible collateral terms to accommodate growth and asset acquisition.
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