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 Article discusses the implications of the Clear Channel Outdoor, Inc. v. Knupfer case. Click here to view the full text.

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

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 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.

This is a standard short-form copyright security agreement to be used with a principal security agreement in a syndicated secured loan transaction. This copyright security agreement can be attached as an exhibit to the principal security agreement. In addition, this copyright security agreement can be recorded with the US Copyright Office against US copyright registrations and applications included in the collateral subject to the security interest. This Standard Document has integrated notes with important explanations and drafting tips.

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.

A discussion of the proposed amendments to Section 9-104 of Article 9 of the UCC which deals with agents and control of deposit accounts. This update includes links to relevant resources.

Delaware has enacted the 2010 amendments to Article 9 of the Uniform Commercial Code.

An update on a decision by the Bankruptcy Appellate Panel for the Eighth Circuit in Hastings State Bank v. Stalnaker (In re EDM Corporation), holding a lien was not properly perfected because of the inclusion of the debtor's "doing business as" name on a UCC-1 financing statement.

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.

Standard Clause included in a sale or supply of goods agreement under which the buyer grants to the seller a purchase-money security interest (PMSI) in the goods to secure the buyer's obligation to pay the purchase price of the goods. This Standard Clause has integrated notes with important explanations and drafting tips.

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.

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.

On August 26, 2011, the US Bankruptcy Court for the Southern District of Mississippi released a decision in an adversary proceeding relating to In re O&G Leasing, LLC. The court held that a security interest was not a preferential transfer, even though a UCC-1 was filed during the 90-day look-back, when the transfer did not result in the diminution of the property available for satisfaction of unsecured claims.

This Note examines key insurance issues facing lenders in secured loan transactions and the steps a lender should take to protect its interests.

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.

This Landlord Lien Waiver and Collateral Access Agreement provides a lender with a lien waiver from its borrower's landlord and the right to access the collateral located at the borrower's leased premises. This Standard Document is a form that may be used by lenders providing borrowers with financing secured by the borrower's property that is located at the borrower's leased premises. This Standard Document has integrated drafting 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.

A Checklist of due diligence a lender should consider if a borrower is in default. It discusses issues concerning the borrower and the other loan parties, the loan documents, the collateral and the borrower's other creditors.

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 lending and taking security in Belgium. 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 China. 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 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 Japan. 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 Nigeria. 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 Sweden. 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 British Virgin 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 lending and taking security in the Russian Federation. 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 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.

An assignment of limited liability company (LLC) interests or limited partnership (LP) interests operates in the same way as a stock power. If collateral in a loan transaction includes LLC interests or LP interests that are classified under the UCC as certificated securities, the secured party typically requires delivery of any certificates representing these interests together with signed and undated assignments from the grantor to perfect its security interest. When completed and dated, the assignment transfers ownership of the LLC interests or LP interests from the grantor to the secured party (or its nominee). This Standard Document has integrated drafting notes with important explanations and drafting tips.

An issuer's acknowledgment 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 acknowledgment (or issuer control agreement) as a condition to closing. This Standard Document has integrated drafting notes with important explanations and drafting tips.

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.

Where the borrower owns a promissory note that is collateral in a loan transaction, a Note Power is delivered to the secured party together with the note. When completed and signed, the Note Power transfers the ownership interest in the note from the borrwower to the secured party.

This is a standard form of notice used by a secured party to notify a securities intermediary that they should no longer accept instructions from their customer (the grantor) with respect to the securities accounts subject to a securities account control agreement among the securities intermediary, 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 securities intermediary that the securities account control agreement among the securities intermediary, the secured party and the grantor relating to the grantor's securities 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 is a standard form of pledge agreement to be used in connection with a syndicated loan agreement. It is intended to create a security interest over equity interests and promissory notes owned by the grantors. The grantors are usually the borrower, its parent and its subsidiaries. The grantors typically enter into the pledge 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 Note discusses the 2010 proposed changes to Article 9 of the UCC.

This Note discusses purchase money security interests (PMSI), including their requirements under the Uniform Commercial Code (UCC), their UCC priority rules and advice when doing financing based on PMSI.

This Standard Document is a standard short-form agreement to release a security interest in copyrights included as collateral in a secured loan transaction. This release can be recorded with the US Copyright Office to terminate and release security interests filed against US copyright registrations and applications. 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 patents 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 patent applications and issued patents. This Standard Document has integrated notes with important explanations and drafting tips.

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

Description of issues relating to foreign and local counsel in a secured financing transaction.

This is a standard form of Securities Account Control Agreement among a corporate borrower or guarantor, secured party and securities intermediary.  It can be used to perfect a secured party's lien over a borrower's securities account that the borrower pledges to secure its obligations under a secured loan. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

This is a standard short form of Security Agreement between a grantor and a secured party. It is intended to create a security interest in all assets of the grantor that are covered by UCC Article 9. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

This Note provides an overview of the issues to consider when taking a security interest over a foreign asset or from a foreign entity. It also contains a link to PLC Finance multi-jurisdictional guides which discuss issues relating to taking security in various jurisdictions.

A discussion on health-care-insurance receivables and the methods of perfection of a security interest in them under the UCC. This Note also examines the issues that arise relating to health-care-insurance receivables paid by the government.

A discussion on the different types of investment property, the different methods of perfection of a UCC security interest in investment property and the priorities of investment property security interests under the UCC. This Note also examines the steps taken in a typical secured financing to perfect a security interest in investment property and the key provisions of a securities account control agreement.

An update on lenders' security interests in settlement proceeds and commercial tort claims under the Illinois UCC.

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.

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.

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.

This is a standard short-form trademark security agreement to be used with a principal security agreement in a syndicated secured loan transaction. This trademark security agreement can be attached as an exhibit to the principal security agreement. In addition, this trademark security agreement can be recorded with the US Patent and Trademark Office against US trademark registrations and applications included in the collateral subject to the security interest. This Standard Document has integrated notes with important explanations and drafting tips.

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.

A discussion of the proposed amendments to Section 9-104 of Article 9 of the UCC which deals with agents and control of deposit accounts. This Practice Note was originally published as a legal update (Legal Update, DACA: Who Needs Them?), but will be continuously maintained for future legal and practice developments.

Form of UCC-3 financing statement. The Delaware alternative form of UCC-3 financing statement was amended as of August 1, 2009 (for a copy of the revised form, see http://www.corp.delaware.gov/uccform.shtml).

A discussion on how a secured party can maintain its perfected security interest in collateral after the occurrence of certain common post-closing events, such as a change to the debtor's name, location or collateral.

A summary of the UK rules prohibiting certain UK companies from giving financial assistance (such as making a loan or providing collateral or guarantees) for the purpose of the acquisition of their shares or those of a UK parent company.