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Security Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

Security Transfer Agreement

"I need a Security Transfer Agreement governed by German law for transferring listed shares as collateral to secure a €50 million loan facility, with the security to be held by a security agent on behalf of a syndicate of three banks."

Document background
A Security Transfer Agreement is a crucial document in German finance transactions, used when parties need to establish security over securities or financial instruments. This agreement type is commonly utilized in lending arrangements, structured finance transactions, and other financial dealings where securities serve as collateral. The document is specifically tailored to comply with German legal requirements, including provisions of the German Civil Code (BGB), German Banking Act (KWG), and relevant EU regulations. It details the transfer mechanism, parties' rights and obligations, enforcement procedures, and release conditions. The Security Transfer Agreement is particularly important in the German market as it provides a robust security structure while accommodating the specific requirements of German property and security law, making it a preferred choice for financial institutions and corporate entities seeking to establish security over financial assets.
Suggested Sections

1. Parties: Identification of the transferor (security provider) and transferee (security taker), including full legal names and addresses

2. Background: Context of the security arrangement, reference to underlying obligations, and purpose of the security transfer

3. Definitions: Definitions of key terms used throughout the agreement, including 'Securities', 'Secured Obligations', and 'Security Period'

4. Transfer of Securities: Core provisions regarding the transfer of securities, including the transfer mechanism under German law

5. Secured Obligations: Detailed description of the obligations being secured by the security transfer

6. Representations and Warranties: Standard representations regarding ownership, authority, and absence of encumbrances

7. Rights and Obligations of the Parties: Ongoing obligations regarding maintenance of securities, voting rights, and dividends

8. Enforcement: Provisions regarding enforcement rights upon default, including sale and appropriation rights

9. Release and Retransfer: Conditions and process for release of security and retransfer of securities

10. Notices: Communication requirements and contact details

11. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions

Optional Sections

1. Substitute Securities: Used when the agreement allows for replacement of securities with equivalent alternatives

2. Income and Voting Rights: Detailed provisions about handling of dividends and voting rights, necessary when securities generate income or carry voting rights

3. Security Agent: Required when security is held through an agent for multiple beneficiaries

4. Costs and Expenses: Detailed provisions about transaction costs and ongoing expenses, particularly relevant for complex security arrangements

5. Tax Provisions: Specific tax-related provisions, necessary when tax implications are significant

6. Further Assurance: Additional cooperation obligations, particularly relevant for complex security arrangements

Suggested Schedules

1. Schedule 1 - Securities: Detailed description of the securities being transferred, including identification numbers and quantities

2. Schedule 2 - Secured Obligations: Detailed description of the secured obligations, including relevant agreements and maximum secured amounts

3. Schedule 3 - Form of Transfer Notice: Template for notices required for transferring securities

4. Schedule 4 - Form of Release Notice: Template for release and retransfer documentation

5. Schedule 5 - Securities Accounts: Details of relevant securities accounts and custodians

6. Appendix 1 - Power of Attorney: Form of power of attorney for enforcement purposes

7. Appendix 2 - Notification Forms: Standard forms for various notifications required under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































Clauses

























Relevant Industries

Banking

Financial Services

Investment Management

Corporate Finance

Asset Management

Private Equity

Insurance

Capital Markets

Corporate Banking

Investment Banking

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Securities Operations

Corporate Finance

Transaction Management

Portfolio Management

Collateral Management

Relevant Roles

Legal Counsel

Finance Director

Treasury Manager

Risk Manager

Compliance Officer

Corporate Lawyer

Banking Lawyer

Securities Operations Manager

Chief Financial Officer

Transaction Manager

Security Trustee

Portfolio Manager

Collateral Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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