| 1 | Allocation Confirmation This is a Standard Document for a confirmation of an agreement to buy a loan between an agent bank and a syndicate lender (typically an institutional investor). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 2 | Assignment and Assumption: Multiple Assignments of Loans A standard form of master assignment and assumption of loans and commitments used for multiple assignments in syndicated loan transactions. This Standard Document (or a similar form for single assignments) is typically included as an exhibit to the loan agreement and is consistent with the form of assignment and assumption published by the Loan Syndications and Trading Association (LSTA). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 3 | Assignment and Assumption: Single Assignment of Loans A standard form of assignment and assumption of loans and commitments used for assignments between a single assignee and a single assignor in syndicated loan transactions. This Standard Document is typically included as an exhibit to the loan agreement and is consistent with the form of assignment and assumption published by the Loan Syndications and Trading Association (LSTA). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 4 | Borrower's Opinion Backup Certificate A standard form of a certificate to be furnished by a borrower to its outside legal counsel in support of counsel's legal opinion to the lenders in a financing transaction. This certificate includes certifications about the borrower's existence, material contracts, approvals and litigation, and its status as an investment company. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 5 | Borrowing Base Certificate This Standard Document is a form of borrowing base certificate that can be used in an asset-based loan transaction. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 6 | Borrowing Request A Standard Document to be used by the borrower to request a borrowing of loans, a conversion of an existing loan from one type to another type, or a continuation of a eurodollar rate loan for an additional interest period. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 7 | Compliance Certificate: Lending This is a standard form of compliance certificate provided by an officer of the borrower in a loan financing. This standard document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 8 | Confidentiality Agreement: Lending A standard form of a confidentiality agreement to be used in connection with a loan transaction. This agreement includes exceptions to confidentiality and remedies for breach of the confidentiality provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 9 | Due Diligence Request List: Lending A general legal due diligence information request list to be used in connection with a bank loan financing. This request list does not cover business due diligence (other than general financial information). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 10 | Forbearance Agreement This is a standard form of forbearance agreement to be used when a borrower defaults under a loan agreement and the parties are negotiating an out-of-court restructuring. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 11 | Funding Indemnity Letter A standard form of a letter indemnifying lenders for any costs, expenses or other losses they incur as a result of the borrower not borrowing a requested Eurodollar (also known as LIBOR) loan on the closing date. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 12 | Guaranty This is a standard form of Guaranty (also guarantee) made by the parent company and subsidiaries of the borrower in connection with a syndicated loan. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 13 | Intercompany Note 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. | Standard Documents | Maintained |
| 14 | Intercreditor Agreement: First and Second Lien Loans (Silent ... This is a standard form of intercreditor agreement to be used in connection with first and second lien loan agreements that are secured by the same collateral. This Standard Document reflects the limited negotiating strength of second lien lenders in a so-called "silent second lien" transaction. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 15 | Landlord Lien Waiver and Collateral Access Agreement 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. | Standard Documents | Maintained |
| 16 | Law Firm Client Conflict Waiver Letter (Current/Former Client) A Standard Document from a law firm to a current or former client waiving conflicts of interest that arise in representing a propective client whose interests conflict with the interests of the current or former client. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 17 | Legal Opinion for Secured Loans 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. | Standard Documents | Maintained |
| 18 | Lender Commitment: From Lender to Agent This is a Standard Document for a loan commitment from a syndicate lender to an agent bank. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 19 | Loan Agreement Amendment This is a standard form of amendment agreement for use where a borrower and its lenders have agreed to modify their loan agreement by adding, changing or removing provisions and defined terms. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 20 | Loan Agreement Waiver/Consent This is a standard form of waiver or consent in connection with a loan agreement made by lenders in a bank syndicate in favor of the borrower. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 21 | Lost Note Affidavit A standard form of affidavit used when a promissory note has been delivered to a lender in a financing transaction and subsequently lost by that lender. This Standard Document is consistent with, but not identical to, the form of lost note affidavit for use in connection with loan assignments published by the Loan Syndications and Trading Association (LSTA). This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 22 | Negotiable Promissory Note A form of a promissory note to be used when the parties want a negotiable instrument. This model describes the terms and provisions that are required or permitted to be included in a negotiable note under the Uniform Commercial Code as in effect in the State of New York and explains the principal differences between negotiable and non-negotiable notes.This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 23 | Non-Negotiable Long Form Promissory Note A form of a promissory note to be used when there is no separate loan agreement and the parties are not contemplating a negotiable instrument. This Note includes all the terms of the loan, including payment terms, borrowing mechanics, events of default, remedies and dispute resolution provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 24 | Note Power 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. | Standard Documents | Maintained |
| 25 | Note: Competitive Bid Loan This is a typical form of competitive bid loan note drafted for a syndicated loan agreement that has a competitive bid loan sub-facility. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 26 | Note: Revolving Credit Loan This is a typical form of revolving loan promissory note for a syndicated loan agreement that has a revolving credit facility. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 27 | Note: Swingline Loan This is a typical form of swingline loan promissory note for a syndicated loan agreement that has a swingline loan sub-facility. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 28 | Note: Term Loan This is a typical form of term loan promissory note for a syndicated loan agreement that has a term loan facility. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 29 | Notice of Default/Reservation of Rights: Lending This is a standard form of notice of default (also known as a reservation of rights letter) that can be used by a lender to reserve its rights when there has been an event of default under a loan agreement. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 30 | Officer's Certificate: Lending This is a standard form of officer's certificate provided by an officer of the borrower in a loan financing. This standard document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 31 | Omnibus Secretary's Certificate: Lending This is a standard form of omnibus secretary's certificate provided by the secretary of multiple related companies in a loan financing. This standard document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 32 | Participation Agreement This is a standard form of loan participation agreement to be used for the sale of a participation interest in a bank's funded loans and unfunded lending commitments under a single loan agreement. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 33 | Payoff Letter 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. | Standard Documents | Maintained |
| 34 | Payoff Letter (Continuing Letters of Credit) This is a standard form of payoff letter, specifically for use in situations where there are continuing letters of credit. 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 and termination of the loan agreement. If letters of credit were issued under the loan agreement that survive its termination, the payoff letter must reflect this and include provisions addressing ongoing matters relating to the continuing letters of credit. This standard document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 35 | Perfection Certificate 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. | Standard Documents | Maintained |
| 36 | Personal Guaranty (Long-form) This is a standard form of Personal Guaranty (also guarantee) made by an individual related to a borrower in connection with a syndicated loan. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 37 | Power of Attorney (To Sign Documents at Closing) Power of attorney by a company authorizing a third party to execute on its behalf documents required to be delivered at the closing of a loan transaction. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 38 | Resolutions (Lending): Borrower 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. | Standard Documents | Maintained |
| 39 | Resolutions (Lending): Omnibus Subsidiary Guarantor (LLC) 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. | Standard Documents | Maintained |
| 40 | Resolutions (Lending): Omnibus Subsidiary Guarantor ... 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. | Standard Documents | Maintained |
| 41 | Resolutions (Lending): Omnibus Subsidiary Guarantor ... 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. | Standard Documents | Maintained |
| 42 | Resolutions (Lending): Parent Guarantor 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. | Standard Documents | Maintained |
| 43 | Resolutions (Lending): Subsidiary Guarantor 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. | Standard Documents | Maintained |
| 44 | Secretary's Certificate: Lending This is a standard form of secretary's certificate provided by the secretary of a company in a loan financing. This standard document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 45 | Security Agreement 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. | Standard Documents | Maintained |
| 46 | Solvency Certificate: Lending A certificate from the borrower (or its parent) certifying the solvency of the borrower and the other loan parties (if applicable). This certificate may be required as a condition to closing to ensure the loan parties will be solvent before and after the transaction is completed and to deny any fraudulent conveyance claims. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 47 | Standby Letter of Credit This is a typical form of standby letter of credit that can be used by an issuing bank for letters of credit that are either issued under a letter of credit sub-facility of a syndicated loan agreement, or as a standalone issuance. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 48 | Stock Power 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. | Standard Documents | Maintained |
| 49 | Term Sheet: Syndicated Loan, Senior Secured Credit ... This is a standard form of term sheet for syndicated senior secured credit facilities (including a revolving credit loan and term loans). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 50 | UCC-1 Financing Statement 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. | Standard Documents | Maintained |
| 51 | UCC-3 Financing Statement This is the 05/22/02 version of the UCC-3 financing statement (UCC-3). Please check with the appropriate state's Uniform Commercial Code and central filing office for the appropriate version of UCC-3 to use. This UCC-3 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-3. | Standard Documents | Maintained |
| 52 | Unanimous Written Consent of the Board of Directors Form of unanimous written consent of the board of directors for a Delaware or New York corporation to be used when the board of directors takes action without a formal board meeting. This Standard Document has integrated notes with important explanations and drafting tips. | Standard Documents | Maintained |
| 53 | Warrant (Fixed Percentage Form) A form of fixed percentage warrant to be used in connection with the financing of a private company, including in a private equity or venture capital transaction. This agreement sets out the terms and conditions by which the holder of a warrant receives the right to purchase, for a nominal exercise price and for a set exercise period, a number of equity securities of an issuer equal to a fixed percentage of the outstanding equity securities at the time of exercise. It is drafted in favor of the investor, but aims to be reasonable and includes customary provisions commonly included in many warrants. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 54 | Warrant (General Form) A general form of warrant to be used in connection with the financing of a private company, including in a private equity or venture capital transaction. This agreement sets out the terms and conditions by which the holder of a warrant receives the right to purchase, for a set exercise period, a specific number of equity securities of an issuer for an exercise price based on the fair market value of the equity securities at the time the warrant is issued. It is drafted in favor of the investor, but aims to be reasonable and includes customary provisions commonly included in many warrants. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 55 | Warrant (Penny Warrant Form) A form of penny warrant to be used in connection with the financing of a private company, including in a private equity or venture capital transaction. This agreement sets out the terms and conditions by which the holder of a warrant receives the right to purchase, for a set exercise period, a specific number of equity securities of an issuer for a nominal exercise price. It is drafted in favor of the investor, but aims to be reasonable and includes customary provisions commonly included in many warrants. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |