Security

This Note describes the bankruptcy-related provisions commonly found in intercreditor agreements used in second lien financing arrangements, including waivers of bankruptcy rights by second lien lenders and the enforceability of these waivers in bankruptcy.

This Note is an overview of conditions precedent in a loan agreement.  It examines common conditions precedent and discusses the twin roles of conditions precedent as conditions to the closing of the loan agreement  and conditions to each extension of credit.

This Note contains an overview of the various types of equipment leases from the state law (Uniform Commercial Code), federal tax and accounting perspectives. This Note compares and contrasts the main types of equipment leases, including UCC true leases, UCC finance leases, leases intended as security, true tax leases, operating leases, capital leases (sales-type and direct financing), TRAC leases, synthetic leases and leveraged leases.

This Note discusses the insurance issues facing lenders in leveraged leasing transactions, and the steps a lender should take to protect its interests.

Discussion on the purpose and structure of legal opinions in finance transactions between corporate borrowers and financial institutions. This Note explains the duties on counsel and considers the various opinions that may be provided by counsel in a finance transaction.

This Note discusses the general principles of margin lending, how margin loans are regulated and consequences of not abiding by the margin rules.

This Note discusses the margin regulations applicable to US and certain foreign borrowers.

This Note discusses the state-by-state adoption of the 2010 amendments to Article 9 of the Uniform Commercial Code. It includes a summary of all state legislative alternative elections and non-uniform provisions enacted regarding the 2010 amendments to UCC Article 9. It also includes relevant information relating to Puerto Rico and the District of Columbia.

This Practice Note contains a discussion on aircraft, vessels and rolling stock and the means by which a lender can perfect a security interest in each of them. It also explains key terms in customized security agreements and contains information about searches and terminations.

This Practice Note contains a discussion on deposit accounts and the means by which a lender can perfect a security interest in a deposit account under the UCC.  This Practice also explains key terms in deposit account control agreements. 

An overview of special issues and considerations with respect to security interests in intellectual property, relevant to both corporate and finance transactions.

A discussion on the classification of limited liability company (LLC) interests and limited partnership (LP) interests under the UCC, the different methods of perfection of a UCC security interest in LLC and LP interests and the issues with exercising remedies against that collateral.  

This Note focuses on the US tax issues that arise when a corporate borrower grants security to a lender in a secured financing transaction.

A discussion on the issues relating to the creation of a UCC security interest in personal property, the different methods of perfection of that security interest and the priorities of security interests under the UCC.

A security interest in most types of personal property can be perfected by filing a UCC-1 financing statement. Creditors of a debtor may conduct a search against a debtor to discover any financing statements or other liens filed against that debtor. This Note is a discussion of the issues relating to conducting and reviewing UCC searches.

A security interest in most types of personal property can be perfected by filing a UCC-1 financing statement. A UCC-1 can be amended, continued, terminated and assigned by filing a UCC-3 financing statement. This Note is a discussion of the issues relating to preparing and filing UCC financing statements. It has not yet been revised to discuss the effect of the 2010 amendments to UCC Article 9.

A pre-negotiation letter is commonly used in commercial real estate loans when the borrower is either in default or about to be in default under its loan. It provides a framework for the parties to conduct preliminary discussions for either a loan modification or a workout, depending on the particular circumstances of the loan. This Standard Document has integrated drafting notes and important explanations and drafting tips.

This is a standard form of Deposit Account Control Agreement among a corporate borrower (or other loan party), secured lender and depository bank, for use in a secured loan transaction. This Standard Document has integrated notes with important explanations and drafting and negotiation tips.

A standard form of intercompany note used to document an intercompany loan. This Standard Document references a loan agreement with a third-party lender and may be included as an exhibit to that loan agreement. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

An issuer control agreement perfects a security interest in limited liability company (LLC) interests or limited partnership (LP) interests that are classified under the UCC as uncertificated securities. If these interests are collateral in a loan transaction, the secured party typically requires delivery of a signed issuer control agreement (or issuer's acknowledgment) as a condition to closing. This Standard Document has integrated drafting notes with important explanations and drafting tips.

This is a standard form of notice used by a secured party to notify an issuer of uncertificated securities that they should no longer accept instructions from their member or partner (the grantor) with respect to the limited liability company interests or limited partnership interests subject to an issuer control agreement among the issuer, the secured party and the grantor. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard form of third-party legal opinion to be delivered to the lenders by a corporate borrower's New York counsel at the closing of a secured financing transaction. This legal opinion has integrated notes with important explanations and drafting and negotiating tips.

This is a standard form of notice used by a secured party to notify a bank that they should no longer accept instructions from their customer (the grantor) with respect to the deposit accounts subject to a deposit account control agreement among the bank, the secured party and the grantor. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard form of notice used by a secured party to notify a bank that the deposit account control agreement among the bank, the secured party and the grantor relating to the grantor's deposit accounts has terminated. This Standard Document has integrated notes with important explanations and drafting tips.

A Subordination, Non-disturbance and Attornment Agreement provides for the lien priority between a landlord's lender and a tenant while preserving the tenant's rights in the leased premises if there is a foreclosure by the landlord's lender. This Standard Document is drafted in favor of the lender. State and local laws govern the enforceability and interpretation of subordination, non-disturbance and attornment agreements, but this Standard Document is relevant in every state. This Standard Document has integrated notes with explanatory, drafting and negotiating tips.

This is a standard form of payoff letter. A payoff letter is typically requested by a borrower from its lender in connection with the repayment of the borrower's outstanding loans to the lender under a loan agreement and termination of the loan agreement and related security and guaranties. This standard document has integrated notes with important explanations and drafting and negotiating tips.

This is a standard form of perfection certificate for use in a secured loan transaction. A perfection certificate enables a lender to obtain information from the borrower prior to closing about the collateral that will be used to secure the loan. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a form of joinder agreement which can be used for an entity to become party to, and be bound by, the terms of a pledge agreement as an additional pledgor. Many pledge agreements that contemplate adding parties as additional pledgors include a form of joinder agreement as an exhibit. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a standard short-form agreement to release a security interest in intellectual property (IP) included as collateral in a secured loan transaction. This release can be recorded with the US Patent and Trademark Office (USPTO) and US Copyright Office to terminate and release security interests filed against US IP. This Standard Document has integrated notes with important explanations and drafting tips.

This Standard Document is a standard short-form agreement to release a security interest in US trademarks included as collateral in a secured loan transaction. This release can be recorded with the US Patent and Trademark Office (USPTO) to terminate and release security interests filed against US federal trademark applications and registrations. This Standard Document has integrated notes with important explanations and drafting tips.

This standard form of resolutions authorizes multiple related subsidary guarantors that are limited liability companies to enter into a guarantee of their parent company's loan transaction. This Standard Document has integrated notes with important explanations and drafting tips.

This standard form of resolutions authorizes multiple related subsidary guarantors that are corporations to enter into a guarantee of their parent company's loan transaction. This Standard Document has integrated notes with important explanations and drafting tips.

This standard form of resolutions authorizes a subsidary to enter into a guarantee of its parent company's loan transaction. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard form of security agreement to be used in connection with a syndicated loan agreement. It is intended to create a security interest over all assets of the grantors that are covered by UCC Article 9. The grantors are usually the borrower, its parent and its subsidiaries. The grantors typically enter into the security agreement with a collateral agent, which is acting on behalf of lenders under a syndicated loan agreement. This form can also be used for one lender. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

This Standard Document is a form of joinder agreement that can be used for an entity to become party to, and be bound by, the terms of a security agreement as an additional grantor. Many security agreements that contemplate adding parties as additional grantors include a form of joinder agreement as an exhibit. This Standard Document has integrated notes with important explanations and drafting tips.

A Stock Power is delivered to the secured party with a stock certicate where certificated securities owned by the borrower are collateral in a loan transaction. When completed and signed, the Stock Power transfers the ownership interest in the certificate from the borrwower to the secured party.

This is the 05/22/02 version of the UCC-1 financing statement (UCC-1). Please check with the appropriate state's Uniform Commercial Code and central filing office for the appropriate version of UCC-1 to use. This UCC-1 version may not be accepted by some filing offices. For example, after July 1, 2013 some central filing offices may only accept the new 04/20/11 version of UCC-1.

A standard form of cross-collateralization clause found in a loan agreement or security agreement in some consumer and corporate loan transactions. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

Standard loan agreement definitions. These definitions assume the loan is syndicated with an administrative agent acting on behalf of the lenders, secured and guaranteed and involves a domestic borrower.  These definitions may be used for transactions with different terms but modifications may be required.

This checklist is a guide for counsel to the borrower and the lender to use in a secured and guaranteed corporate loan transaction.

Description of searches conducted and information gathered in connection with a legal opinion in a financing transaction. This Checklist also discusses the issues counsel should consider in connection with opinion due diligence.

Description of steps taken to perfect a security interest in collateral under the UCC. The checklist discusses typical collateral types as well as assets such as mutual fund shares, hedge fund interests, capital calls and certificates of deposit. The checklist also includes a perfection summary table.

A checklist with the UCC requirements for maintaining perfection by filing of a secured party's security interest in personal property as a result of certain post-closing events.

An expert Q&A with Darrell W. Pierce of Dykema Gossett PLLC on whether existing UCC-1 financing statements establish priority for future loan advances.

This table summarises the common forms of security and required formalities for security granted over tangible movable property (excluding ships and aircraft). This table is part of the PLC multi-jurisdictional guide to finance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/finance-mjg.

An Article describing changing trends in the title insurance industry and how an increasing number of title insurers across the country are no longer willing to issue coverage for lenders seeking creditors' rights protection under their title insurance policies, because of certain recent bankruptcy court decisions.

An article on the fundamental concepts and issues in real estate secured lending transactions in the US.

An overview of the issues to consider when security is provided by a borrower to a lender in connection with a secured financing in the US.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

A discussion about the conflicting case law on the effect of a financing statement that lapses after the filing of a petition in bankruptcy.

The US District Court for the District of Utah held that under Utah's version of the Uniform Commercial Code, creditors must file a UCC-1 financing statement that states the debtor's correct name to perfect their security interest.

The US Bankruptcy Court for the Southern District of New York held that a UCC-3 termination statement was not effective to terminate a UCC-1 because the secured party had not authorized the filing.

The US Court of Appeals for the Tenth Circuit held that a licensee could grant a security interest in its right to proceeds from a future sale of its FCC license. This overturned the ruling of the lower courts and brings the case law into line with other courts.

The US Bankruptcy Court for the Southern District of New York granted a creditor's motion for summary judgment affirming that it was a secured creditor though there was no formal security agreement, the documents creating the security agreement were flawed and its security interest was not perfected.

On September 13, 2011, the US Bankruptcy Court for the Eastern District of Michigan released a decision in the case of In re Harvey Goldman & Co. The court held that a UCC-1 financing statement that used the debtor's registered assumed name did not perfect a creditor's security interest in the debtor's assets.

The US Bankruptcy Court for the Southern District of New York confirmed that, even though a security interest may not be granted in an FCC license, a valid lien may be granted on the economic value of that license.

An update on the In re Camtech bankruptcy case, where the court found that a creditor must disgorge adequate protection payments after relying on ineffective UCC financing statements.

An update on a recent holding by the Third Circuit Court of Appeals that a search for liens using an incomplete version of a debtor's name does not amount to bad faith when seeking to get priority in a bankruptcy proceeding.

An update on a bill to revise the Delaware Uniform Commercial Code Financing Statement Amendment form, which would become effective August 1, 2009.

A Q&A guide to lending and taking security in Austria. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Guernsey. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in South Africa. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Australia. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Finland. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in the United States. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Ireland. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Switzerland. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in the Cayman Islands. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in the UK (England and Wales). The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Spain. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to Finance in India. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Argentina. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in France. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Indonesia. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Panama. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.