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Third Party Security Agreement
"I need a Third Party Security Agreement under Dutch law where our parent company provides security over its real estate assets to secure a €50 million loan facility that will be provided to our operating subsidiary by March 2025."
1. Parties: Identification of the Security Provider (third party), the Beneficiary (secured party), and the Principal Debtor
2. Background: Context of the security arrangement, relationship between parties, and reference to the principal debt agreement
3. Definitions: Definitions of key terms used throughout the agreement, including Secured Obligations, Security Assets, and Enforcement Event
4. Creation of Security: Legal provisions establishing the security interest over the relevant assets
5. Secured Obligations: Definition and scope of the obligations being secured
6. Representations and Warranties: Statements by the Security Provider regarding their authority, ownership of assets, and absence of encumbrances
7. Undertakings: Ongoing obligations of the Security Provider regarding the secured assets
8. Enforcement: Circumstances and procedures for enforcing the security interest
9. Power of Attorney: Authorization for the Beneficiary to act on behalf of the Security Provider in specified circumstances
10. Further Assurance: Obligation to execute additional documents or take actions to perfect the security
11. Costs and Expenses: Allocation of costs related to the agreement and enforcement
12. Notices: Communication procedures between parties
13. Assignment and Transfer: Rules regarding transfer of rights under the agreement
14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Security Asset Maintenance: Specific provisions for maintaining particular types of assets (use when security includes physical assets requiring maintenance)
2. Insurance: Requirements for insurance of secured assets (include when security includes physical assets requiring insurance)
3. Bank Accounts: Specific provisions for charged bank accounts (include when security includes bank accounts)
4. Intellectual Property: Special provisions for IP rights as security (include when security includes IP assets)
5. Release and Discharge: Conditions and process for releasing security (include for complex arrangements with multiple release triggers)
6. Parallel Debt: Creation of parallel debt structure (include when there are multiple beneficiaries or in syndicated arrangements)
7. Priority Arrangements: Provisions regarding ranking of security (include when there are multiple security interests)
8. Tax Provisions: Specific tax-related provisions (include when security arrangement has significant tax implications)
1. Schedule 1 - Security Assets: Detailed description and/or list of assets subject to the security interest
2. Schedule 2 - Secured Obligations: Detailed description of the secured obligations, including reference to underlying agreements
3. Schedule 3 - Form of Notice: Standard forms for notices to third parties (e.g., bank account charge notices)
4. Schedule 4 - Required Filings and Registrations: List of required registrations and filings for perfection of security
5. Schedule 5 - Existing Security Interests: List of permitted existing security interests over the assets
6. Appendix A - Powers of Attorney: Forms of powers of attorney required for implementation
7. Appendix B - Security Asset Documents: Copies or details of title documents relating to security assets
Authors
Banking and Financial Services
Real Estate
Manufacturing
Technology
Infrastructure
Energy
Healthcare
Retail
Professional Services
Transportation and Logistics
Agriculture
Construction
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit Risk
Transaction Management
Security Administration
Corporate Finance
Legal Counsel
Finance Director
Chief Financial Officer
Risk Manager
Corporate Lawyer
Security Trustee
Compliance Officer
Treasury Manager
Credit Risk Officer
Transaction Manager
Company Secretary
General Counsel
Senior Finance Manager
Corporate Finance Manager
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