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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.
Security & Collateral
Negotiation strategy
Ensure that the collateral description is comprehensive and includes all asset types relevant to the transaction. Confirm that perfection steps are detailed and comply with applicable laws to protect the lender's interests.
Negotiate for reasonable substitution rights and ensure that maintenance and insurance requirements are not overly burdensome. Seek clarity on release conditions to align with payment milestones or refinancing events.
Essential elements
1
Collateral Description
Defines assets pledged as security.
2
Perfection Steps
Actions to enforce security interests.
3
Release Conditions
Criteria for collateral release.
Action framework
ACCEPT
Propose edits if collateral types are not comprehensive or if perfection steps lack legal soundness.
EDIT
Reject if the clause fails to protect the secured party's interests or lacks enforceability.
ADD
Add language to address jurisdiction-specific requirements or to clarify substitution and maintenance terms.
PRO TIP
Always ensure that collateral descriptions and perfection steps are aligned with jurisdictional requirements to avoid enforceability issues.
Example clauses
FAVORABLE
Preferred Collateral Description
"The Collateral shall consist of all assets, whether tangible or intangible, including but not limited to cash, securities, accounts receivable, inventory, equipment, and real property, that are pledged or otherwise provided as security for the obligations under this Agreement."
NEUTRAL
Standard Collateral Clause
"The Collateral includes assets as agreed by both parties, subject to standard security interests."
UNFAVORABLE
Inadequate Collateral Description
"The Collateral shall be limited to inventory only, with no further assets pledged."
Fallbacks
High-Risk Projects
In high-risk projects, ensure that collateral includes high-value assets and that perfection steps are rigorously followed to mitigate potential losses.
Cross-Border Transactions
For cross-border transactions, consider additional legal requirements for collateral enforceability in multiple jurisdictions.
Small Business Loans
In small business loans, balance the need for collateral with the borrower's ability to provide assets without stifling business operations.
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