# Draft Security Agreement Whole Business > Drafting a security agreement for a whole business securitization where the collateral includes operating contracts, intellectual property, deposit accounts, and equipment, requiring layered cash management mechanics, perfection steps for each collateral type, and identification of pre-existing lien and consent issues before closing. - Skill: `finchipaiorg/draft-security-agreement-whole-business` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-security-agreement-whole-business` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-security-agreement-whole-business/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Security - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-security-agreement-whole-business --- # Skill: Draft Security Agreement for Whole Business Securitization Collateral Perfection ## 1. Subject-matter triage - Treat the assignment as primary-document drafting, not a memo exercise: produce the security agreement first, then any ancillary notes only if needed. - Read the deal documents for the asset perimeter, account structure, lien status, and consent dependencies before drafting operative provisions. - Identify whether the collateral package is broad-form “substantially all assets” or if carveouts, excluded property, or special-purpose accounts require tighter drafting. - If multiple asset classes or account types appear, map each one before drafting to avoid leaving any perfection step or control mechanic implicit. ## 2. Failure modes the skill is correcting - Drafting a generic security grant that fails to track the transaction’s operating assets, proceeds, and collateral-specific perfection mechanics. - Collapsing separate cash-management regimes into one vague sweep concept and thereby obscuring trigger levels, activation timing, and operational consequences. - Omitting how security is perfected in deposit accounts, general intangibles, equipment, and registered intellectual property under the governing UCC framework. - Ignoring anti-assignment language in operating contracts or other restrictive covenants that must be addressed for a security interest to be effective. - Failing to surface pre-existing liens, fixture issues, or equipment encumbrances that must be released, bonded, or expressly tolerated as permitted liens. - Leaving control agreements, special-purpose accounts, or collection-account designations as informal drafting notes instead of operative closing deliverables. - Stating insurance covenants in generic terms without tying coverage scope, limits, and notice obligations to the collateral and the transaction structure. - Drafting conclusions about lien validity or perfection without naming the statutory or contractual authority that supports the position. ## 3. Legal frameworks / domain conventions that apply - Article 9 of the Uniform Commercial Code governs the security interest in most personal-property collateral, including general intangibles, equipment, inventory, and proceeds; perfection mechanics vary by collateral type. - Deposit accounts are typically perfected by control rather than by filing alone; control agreements are usually treated as closing deliverables for accounts that matter to the cash waterfall. - Registered intellectual property may require financing-statement coverage plus separate recording steps in the applicable federal or registry system; non-registered IP and know-how are handled as general intangibles. - Anti-assignment restrictions in operating contracts and similar agreements may be limited by UCC and applicable non-UCC overrides; the drafting should state the intended effect without overclaiming. - Cash trapping and rapid amortization are distinct cash-management states and should be drafted as separate regimes with clear triggers, duration, and consequences. - Special-purpose, escrow, tax, reserve, or collection accounts should be described separately so the secured party’s rights and the grantor’s use limitations are not implied by a general account grant. - Fixtures and equipment can be affected by real-property liens or lessor interests; the security agreement should distinguish property owned outright from property subject to another party’s superior rights. - Insurance undertakings should identify required coverages, minimum limits, lenders’ loss payee or additional insured status where appropriate, and notice of lapse or material change. - When the transaction documents identify conditions precedent, treat them as operative closing mechanics in the security agreement or related closing deliverables. - Cite the controlling authority for each legal proposition used, such as UCC Article 9 provisions, applicable anti-assignment override rules, and any transaction-specific contractual consent framework. ## 4. Analytical scaffolds 1. Collateral inventory: build the grant around each collateral class actually used in the transaction — operating contracts, IP, deposit accounts, equipment, inventory, general intangibles, instruments, chattel paper, documents, fixtures if applicable, and proceeds. 2. Perfection path by collateral type: for each class, specify the method of attachment/perfection, any needed filing or recording, and any closing deliverable that makes perfection effective. 3. Contract-rights analysis: flag provisions restricting assignment, sublicensing, or pledge; preserve the security grant while respecting statutory or contractual limits on enforcement. 4. Cash-management architecture: draft separate mechanics for ordinary control, cash trapping, and rapid amortization, with distinct triggers and a clear handoff between regimes. 5. Deposit-account control: identify every account needing a control agreement, and align the account description with the waterfall, reserve mechanics, and any use restrictions. 6. IP treatment: separate registered rights from unregistered rights and know-how, and match the collateral description to the correct filing or recordation route. 7. Lien review: convert diligence findings into drafting outcomes — release, subordination, permitted-lien carveout, or closing condition. 8. Fixture and equipment issues: test whether any item is subject to landlord, lessor, or mortgage-related claims, and draft the grant and exclusions accordingly. 9. Insurance package: align required coverages and notice mechanics to the collateral base, transaction risk profile, and any named secured-party interests. 10. Closing mechanics: turn all necessary releases, consents, control agreements, and recordations into express closing conditions or operative covenants. 11. Authority support: when stating a perfection or enforceability proposition, identify the governing UCC section, federal recording rule, or other controlling authority in the drafting note or clause reference. 12. Drafting discipline: keep the operative agreement tight, but use schedules for asset lists, account lists, IP lists, and identified lien issues so the main document stays modular. ## 5. Vertical / structural / temporal relationships - If cash trapping is triggered first and performance later deteriorates further, the transition to rapid amortization must be expressly sequenced so there is no gap in sweep authority or waterfall operation. - If a deposit account is both controlled and subject to restricted use, the control terms must preserve the restriction rather than granting unrestricted dominion. - If a consent is needed for pledge effectiveness or enforcement, place it in the closing mechanics rather than assuming a boilerplate grant cures the issue. - If a lien affects both equipment and fixtures, address the two property types separately because the governing perfection and priority analysis may differ. - If an asset appears in more than one schedule or deliverable, use the same naming convention across the agreement, schedules, and closing checklist to avoid mismatch. ## 6. Output structure conventions - Draft the security agreement as a complete operative document with defined terms, grant of security interest, representations, covenants, perfection and further assurances, cash-management provisions, insurance, remedies, and miscellaneous terms. - Use schedules for collateral inventories, intellectual property listings, account listings, and identified liens or consent items; do not bury these in the body. - Include a closing-conditions section or closing checklist integrated into the agreement if the transaction documents require pre-closing releases, control agreements, or recordations. - Add a drafting-notes or issue-tracking appendix only if needed to flag unresolved diligence items, with each item tied to its legal consequence and recommended resolution. - Keep the file output as the requested `security-agreement.docx`, and ensure the document contains operative clauses rather than a summary of what should be drafted.