As the market for co‑investments matures, fund sponsors are increasingly seeking equity commitment letters (ECLs) from co‑investors as a way of securing their commitments, binding them to provide capital when it is called and spreading certain deal risks that can arise (e.g., broken deal expenses). Prospective co‑investors are becoming savvier about critical considerations associated with ECLs, however, and are pushing back on some points in negotiations. Although the growing use of ECLs for co‑investments has led to a degree of standardization, there is still room for sponsors and co‑investor LPs to negotiate about key terms and requirements therein. This second article in a two-part series offers tips and suggestions for which terms to include in ECLs, and what each party should seek to achieve with them. The first article covered the pros and cons of using ECLs, how they are commonly structured and certain other logistical considerations related to their use. See “Latest on Key Terms, Structuring Approaches and Trends in Secondary Transactions and Co‑Investments (Part One of Two)” (Jan. 11, 2022).