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PLAYBOOK TEMPLATES
Underwriting Agreement
An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.
Security & Collateral
Negotiation strategy
Ensure that the security interest is enforceable and covers critical assets. Verify that perfection and priority requirements are met, and assess the adequacy of collateral valuation and release mechanics.
Negotiate to limit the scope of collateral to essential assets only. Ensure that the valuation and release terms are fair and that subordination provisions do not unduly impact business operations.
Essential elements
1
Collateral Description
Defines pledged assets.
2
Perfection Requirements
Steps to enforce security interest.
3
Subordination Provisions
Priority of claims over assets.
Action framework
ACCEPT
Propose edits if collateral valuation methods are unclear or if release mechanics lack lender approval conditions.
EDIT
Reject if the clause fails to secure critical assets or does not meet jurisdictional perfection requirements.
ADD
Add language if the clause lacks jurisdiction-specific perfection requirements or subordination provisions.
PRO TIP
Always verify jurisdictional compliance for perfection and priority to ensure enforceability.
Real-world examples
FAVORABLE
Preferred Security Interest
"The Borrower hereby grants the Lender a first-priority security interest in the Collateral, as defined herein, to secure the Obligations."
NEUTRAL
Fallback Security Interest
"The Borrower pledges the Collateral to the Lender, subject to existing liens and encumbrances."
UNFAVORABLE
Unsecured Interest
"The Borrower may provide collateral at a later date, subject to mutual agreement."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that collateral covers potential losses and that perfection steps are expedited to protect lender interests.
Cross-Border Transactions
For cross-border deals, verify that collateral is enforceable in all relevant jurisdictions and adjust perfection steps accordingly.
Start-Up Financing
In start-up financing, consider flexible collateral arrangements that allow for growth while securing lender interests.
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WEEK 3
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WEEK 4
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