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Collateral Sharing Agreement
"I need a Dutch law Collateral Sharing Agreement for a syndicated real estate financing involving three senior lenders and two mezzanine lenders, with the security to be held by a security agent for a new development project closing in March 2025."
1. Parties: Identification of all parties to the agreement including creditors, security agent/trustee, and borrower/security provider
2. Background: Context of the agreement, reference to related facilities and purpose of the collateral sharing arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including references to facility agreements and security documents
4. Appointment and Role of Security Agent: Terms of appointment, powers, and duties of the security agent
5. Sharing of Security and Proceeds: Core provisions governing how security and enforcement proceeds will be shared between creditors
6. Application of Proceeds: Order of application of enforcement proceeds and other recoveries
7. Enforcement of Security: Provisions governing when and how security can be enforced
8. Payment Mechanics: Procedures for handling payments, distributions, and recoveries
9. Costs and Expenses: Allocation of costs, expenses, and indemnities
10. Changes to Parties: Transfer and assignment provisions, accession mechanics
11. Administration: Administrative provisions including notices, calculations, and determinations
12. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Voting Arrangements: Detailed provisions for creditor decision-making, used when multiple creditor classes exist with different voting rights
2. Currency Provisions: Specific provisions for handling multiple currencies and exchange rates, included when the arrangement involves multiple currencies
3. Creditor Ranking: Provisions detailing ranking and subordination arrangements, used when there are priority rights among creditors
4. Security Trust Provisions: Additional trust provisions where security is held on trust (though less common in Dutch law)
5. New Creditor Accession: Detailed procedures for new creditors joining the arrangement, used in syndicated or expandable structures
6. Redistribution Provisions: Provisions for redistribution of recoveries between creditors, used in complex sharing arrangements
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Security Assets: Detailed list and description of the shared security assets
3. Notice Details: Contact details and notice requirements for all parties
4. Form of Security Agent Resignation Letter: Standard form for security agent resignation
5. Existing Facilities: List and details of all existing facility agreements covered by the sharing arrangement
6. Pro Forma Calculations: Template for calculating sharing percentages and distributions
7. Security Documents: List and copies of all relevant security documents
Authors
Banking
Financial Services
Real Estate
Infrastructure
Energy
Manufacturing
Private Equity
Telecommunications
Construction
Transportation
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit
Transaction Management
Debt Capital Markets
Syndications
Finance Director
General Counsel
Treasury Manager
Chief Financial Officer
Legal Counsel
Compliance Officer
Risk Manager
Corporate Finance Manager
Transaction Manager
Security Trustee
Debt Finance Manager
Senior Credit Officer
Syndications Manager
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