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Security Assignment Agreement
"I need a Security Assignment Agreement under Dutch law for a trade receivables financing arrangement between ABC Manufacturing B.V. (as Assignor) and XYZ Bank N.V. (as Assignee), to secure a €5 million facility agreement dated 15 January 2025, with particular attention to ongoing notification requirements for new receivables."
1. Parties: Identification of the Assignor (security provider) and the Assignee (security taker), including full legal names and addresses
2. Background: Context of the security assignment, including reference to any underlying obligations or facility agreements
3. Definitions: Definitions of key terms used throughout the agreement, including 'Assigned Rights', 'Secured Obligations', and 'Security Period'
4. Assignment: Core provision establishing the assignment of rights as security, including the scope and nature of the assignment
5. Representations and Warranties: Assignor's confirmations regarding ownership, authority, and absence of encumbrances on the assigned rights
6. Perfection Requirements: Actions required to perfect the security assignment, including notification requirements under Dutch law
7. Continuing Security: Provisions establishing the security as continuing until all secured obligations are discharged
8. Rights and Obligations of the Parties: Detailed provisions regarding the parties' respective rights and obligations during the security period
9. Enforcement: Provisions regarding enforcement of the security following a default event
10. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction of Dutch courts
1. Further Assurance: Additional actions parties may need to take to ensure effectiveness of the security - include when complex assets are involved
2. Power of Attorney: Appointment of the Assignee as attorney to perfect or enforce the security - include when immediate perfection may not be possible
3. Tax Provisions: Specific provisions dealing with tax implications - include when tax considerations are material
4. Collection Rights: Provisions regarding collection of assigned receivables prior to enforcement - include for receivables assignments
5. Security Agent Provisions: Provisions regarding the role of security agent - include in syndicated financing arrangements
1. Schedule 1 - Assigned Rights: Detailed description of the rights being assigned as security
2. Schedule 2 - Form of Notice: Template notice to be sent to relevant third parties to perfect the assignment
3. Schedule 3 - Secured Obligations: Detailed description of the obligations secured by the assignment
4. Schedule 4 - Conditions Precedent: List of documents and conditions required before the assignment becomes effective
5. Appendix A - Existing Security: Details of any existing security over the assigned rights that needs to be released
Authors
Banking and Financial Services
Corporate Lending
Asset Finance
Real Estate
Infrastructure
Energy
Manufacturing
Trade Finance
Insurance
Investment Management
Legal
Finance
Treasury
Risk Management
Credit
Compliance
Corporate Finance
Transaction Management
Security Administration
Portfolio Management
Legal Counsel
Finance Director
Chief Financial Officer
Treasury Manager
Risk Manager
Credit Manager
Security Trustee
Facility Agent
Transaction Manager
Corporate Lawyer
Banking Lawyer
Finance Manager
Compliance Officer
Portfolio Manager
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