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Financial Wrap Agreement

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FINANCIAL WRAP AGREEMENT

Parties and Effective Date

This Financial Wrap Agreement (the Agreement) is entered into on by and between:

Recitals and Purpose

WHEREAS, Lender has agreed to advance funds to Borrower in the principal amount set forth below, and Borrower desires to accept such advance on the terms and conditions contained in this Agreement; and

Loan Terms

Maturity Date: . Borrower shall make payments in accordance with the Repayment Schedule set forth below. All monetary amounts are in lawful currency of the United States unless otherwise stated.

Repayment Schedule

Payment Frequency:

Description Due Date Principal Interest Total
Totals

Fees; Late Charges; Payment Instructions

Borrower shall pay a late fee equal to the greater of ten percent (10%) of the overdue installment or a flat fee of for payments received after a grace period of days past the due date. Interest on overdue amounts shall accrue at the default rate specified in the Default section below.

Security and Collateral

To secure payment and performance of Borrower's obligations, Borrower grants Lender a security interest in the collateral described below and in any proceeds thereof. Borrower authorizes Lender to file financing statements and other instruments reasonably necessary to perfect and maintain the security interest.

Representations, Covenants and Defaults

Borrower represents and warrants that all information provided to Lender is true and complete, and Borrower has full power and authority to enter into this Agreement. Borrower covenants to maintain the collateral in good condition, pay all taxes and assessments, and not encumber collateral without Lender's prior written consent.

Events of Default include: (a) failure to make any payment when due and the expiration of any grace period; (b) Borrower's insolvency, bankruptcy filing, or appointment of a receiver; (c) material breach of any representation, warranty or covenant; and (d) a material adverse change in Borrower's financial condition. Upon an Event of Default, Lender may declare the entire unpaid principal and accrued interest immediately due and payable and exercise all remedies available under this Agreement and applicable law.

Costs, Attorneys' Fees and Remedies

Borrower shall be liable for all costs of collection, enforcement and reasonable attorneys' fees incurred by Lender in enforcing this Agreement after default. Remedies are cumulative and may be exercised singularly or concurrently. Lender's delay or failure to exercise a remedy will not operate as a waiver thereof.

Notices

Notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, addressed to the addresses specified above or to such other address as a party designates by notice. Notice is effective upon receipt.

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state specified below. Any dispute arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of that state unless the parties agree in writing otherwise.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by both parties.

Certifications

Each party certifies that the person executing this Agreement on its behalf is duly authorized to do so, that the representations and warranties contained in this Agreement are true and correct as of the date of execution, and that the party will comply with the covenants and obligations set forth herein.

Lender - Print Name:

By:

Date:

Borrower - Print Name:

By:

Date:

Enter text✕

What a Financial Wrap Agreement Is and when it's used

A Financial Wrap Agreement is a written contract that consolidates financing terms, lender protections, and borrower obligations into a single instrument used for project finance, construction lending, or acquisition financings. It typically documents payment waterfalls, funding triggers, performance covenants, and conditions precedent that must be satisfied before disbursement. Parties use a wrap to coordinate multiple obligations between lenders, borrowers, guarantors, and third-party service providers, reduce duplicative documentation, and clarify who bears specific financial risks during the life of the transaction. Accurate completion affects enforceability, funding timing, and regulatory reporting.

Why a clear Financial Wrap Agreement matters

A well-drafted wrap reduces ambiguity about payment priority, funding triggers, and remedies, which can prevent disputes and funding delays while clarifying underwriting and compliance responsibilities.

Why a clear Financial Wrap Agreement matters

Who typically prepares and signs a Financial Wrap Agreement

Primary users include lenders, borrowers, loan servicers, construction managers, and legal counsel who coordinate closing conditions and funding schedules.

  • Lenders and credit committees who require clear funding conditions and collateral priorities across multiple facilities.
  • Borrowers and sponsors who need documented disbursement triggers, reporting obligations, and cure periods.
  • Outside counsel and transaction managers who prepare exhibits, confirm compliance, and manage signature routing.

Aligning these parties early reduces negotiation cycles and the risk of post-closing disputes over payment and performance obligations.

Essential sections to include in a professional Financial Wrap Agreement

Include standardized sections that define the transaction mechanics, responsibilities of each party, and procedures for resolving breaches to make the document operational and enforceable.

Parties

Full legal names and roles for each participant (lender, borrower, guarantor, trustee). Identify capacity (agent, lender) and contact information to ensure proper notice and signature authority.

Funding Triggers

Clear, objective conditions precedent and milestone-based triggers that determine when funds are released, including deliverables, approvals, and certificates required for disbursement.

Payment Waterfall

A prioritized allocation of proceeds describing principal, interest, fees, reserves, and subordinated payments to prevent ambiguity during partial or delayed funding.

Covenants & Reporting

Financial and operational covenants, required reports, and timelines for delivery. Include notice provisions for material adverse changes and default events.

Security & Remedies

Collateral description, perfection steps, cure periods, lender remedies, and enforcement procedures in the event of default or insolvency.

Schedules & Exhibits

Attach amortization schedules, draw request forms, insurance requirements, closing checklist, and any guaranty or intercreditor annexes referenced in the wrap.

Step-by-step: completing and executing the wrap

Follow this sequence to assemble, review, and execute the wrap with minimal rework and compliant electronic execution where allowed.

  • 01
    Assemble Documents: Collect schedules, exhibits, insurance certificates, and lender statements.
  • 02
    Confirm Parties: Verify legal names, authority, and required signatories.
  • 03
    Validate Conditions: Cross-check conditions precedent against supporting evidence.
  • 04
    Execute and Distribute: Sign, notarize if required, and circulate executed copies with an audit trail.

How to configure an online completion workflow

Set up a structured electronic workflow so fields, conditional logic, and signer order minimize manual handoffs and reduce errors.

Field Configuration
Signer Order Define sequential or parallel signing to enforce priority.
Conditional Fields Show/hide sections based on borrower type or funding tranche.
Authentication Use email plus SMS or KBA when higher identity assurance is required.
Audit Trail Capture IP, timestamp, and action log for each signer.

Typical eSubmission and signing flow for a Financial Wrap

A consistent, documented flow helps coordinate multiple signers and preserves evidence of consent and timing for funding decisions.

  • Prepare Document: Upload final PDF and place required fields.
  • Assign Roles: Designate signer roles and routing order.
  • Authenticate Signer: Choose email, SMS, or stronger methods.
  • Complete Signing: Signer signs, system stores completed copy and audit trail.

Technical considerations for eSigning and eSubmission

Select a platform that supports required authentication methods, preserves an auditable certificate of completion, and exports standard formats for recordkeeping.

  • Formats Supported: PDF, DOCX, and searchable exports.
  • Integrations: Connectors for Salesforce, NetSuite, and Google Workspace.
  • Security: AES-256 at rest; TLS 1.2/1.3 in transit.

Ensure the chosen platform can retain records for required retention periods and supports any industry-specific controls such as HIPAA BAAs or 21 CFR Part 11 where applicable.

Common timing elements and execution deadlines

Track deadlines for conditions, disbursements, and post-closing filings to avoid funding holds or compliance penalties.

Conditions Precedent Date:

Date by which all closing conditions must be satisfied for first disbursement.

Draw Request Timeline:

Standard draw submission windows and expected lender response times.

Document Retention Start:

Effective date for retention obligations tied to the agreement.

Post-Closing Deliverables:

Deadlines for security filings, insurance policies, and lien waivers.

Default Cure Periods:

Specified days to cure an event of default before remedies apply.

Key milestones from negotiation to first disbursement

A sequential milestone checklist clarifies which deliverables gate each funding event and who must approve them.

01

Negotiation Complete

Term sheet signed and drafting access granted to counsel.

02

Conditions Assembled

All permits, certificates, and third-party consents obtained.

03

Execution and Notarization

All parties sign; notarization where required is completed.

04

First Disbursement

Lender releases funds after verification of conditions.

Common mistakes that delay funding or reduce enforceability

  • Using inconsistent party names or abbreviations that do not match formation documents, causing title or banking holds.
  • Leaving conditions phrased as vague goals rather than objective triggers, which invites interpretation disputes and lender delays.
  • Failing to attach required exhibits such as insurance certificates, lien waivers, or contractor schedules before execution.
  • Skipping proper signature authority verification or notarization where state law or lender policy requires it.

Practical risks and potential consequences of errors

Funding Delay: Late disbursement
Default Acceleration: Immediate remedies
Tax Consequences: Withholding or reporting issues
Contract Liability: Breach claims
Regulatory Fines: Industry penalties
Title Risk: Unperfected collateral

Comparison of common eSignature vendor costs and capabilities

Vendor pricing and feature availability vary; signNow is shown first for parity. Check vendor sites for plan details and add-ons that affect actual costs.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Financial Wrap Agreements and eSigning

Answers address execution, enforceability, revisions, notarization, and storage for Financial Wrap Agreements in U.S. transactions.


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