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The Collateral Management Agreement is essential for financial institutions operating in the Netherlands that require professional management of their collateral arrangements. This agreement becomes necessary when parties engage in financial transactions requiring collateral, such as derivatives trading, securities lending, or secured financing. It establishes the legal framework under Dutch law for appointing a collateral manager, defining their responsibilities, and setting out operational procedures for handling collateral. The document addresses critical aspects including collateral eligibility, valuation methodologies, transfer mechanisms, and default procedures, while ensuring compliance with Dutch financial regulations and EU directives. This agreement is particularly relevant in the context of increased regulatory focus on collateral management and risk mitigation in financial markets.

1. Parties: Identifies the contracting parties and their roles (e.g., collateral provider, collateral taker, collateral manager)

2. Background: Sets out the context and purpose of the agreement, including reference to related trading relationships

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Appointment and Scope: Establishes the appointment of the collateral manager and scope of services

5. Collateral Requirements: Details the types of eligible collateral, valuation methods, and required collateral levels

6. Posting and Return of Collateral: Procedures for transferring collateral, including timing and delivery methods

7. Substitution Rights: Rights and procedures for substituting posted collateral

8. Valuations and Calculations: Methods and timing for valuing collateral and calculating exposure

9. Representations and Warranties: Standard legal representations and warranties from each party

10. Custody and Segregation: Requirements for holding and segregating collateral

11. Events of Default: Defines events of default and consequences

12. Rights and Remedies: Actions available to parties upon default or breach

13. Fees and Expenses: Payment terms for collateral management services

14. Liability and Indemnification: Limits of liability and indemnification obligations

15. Term and Termination: Duration of agreement and termination provisions

16. Notices: Communication requirements and contact details

17. Governing Law and Jurisdiction: Specifies Dutch law as governing law and jurisdiction for disputes

18. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability