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Master Security Agreement
"I need a Master Security Agreement under German law to secure multiple manufacturing facilities and equipment across Germany, with the agreement to be effective from March 2025 and including specific provisions for machine and inventory floating charges."
1. Parties: Identification of the parties to the agreement, including the security provider and security taker
2. Background: Context of the security arrangement and reference to underlying obligations
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German law-specific terminology
4. Grant of Security Interest: Core provision establishing the security interest and its scope
5. Secured Obligations: Definition and scope of the obligations being secured
6. Representations and Warranties: Security provider's confirmations regarding authority, ownership, and absence of encumbrances
7. Perfection Requirements: Steps required to perfect the security interest under German law
8. Maintenance of Collateral: Obligations regarding preservation and maintenance of the secured assets
9. Rights and Obligations: Ongoing rights and obligations of both parties regarding the collateral
10. Events of Default: Circumstances constituting default and triggering enforcement rights
11. Enforcement: Enforcement procedures compliant with German law
12. Application of Proceeds: Order of application of enforcement proceeds
13. Costs and Expenses: Allocation of costs related to the security arrangement
14. Notices: Communication requirements and procedures
15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction
1. Further Assurance: Additional actions required for effectiveness, used when specific formalities might be needed in the future
2. Power of Attorney: Authorization for security taker to act on behalf of security provider, included when enforcement might require specific actions
3. Insurance: Requirements for insurance of collateral, included when physical assets are involved
4. Release and Discharge: Conditions for releasing security interests, included in complex arrangements
5. Currency Provisions: Rules for handling multiple currencies, included in cross-border transactions
6. Tax Provisions: Allocation of tax obligations, included when significant tax implications exist
7. Assignment and Transfer: Rules for transferring security interests, included when transferability is anticipated
8. Parallel Debt: Creation of parallel obligations, included in syndicated arrangements
1. Schedule of Secured Assets: Detailed description of all assets subject to security interest
2. Form of Notice: Standard forms for various notices required under the agreement
3. Perfection Requirements: Detailed list of actions required for perfection under German law
4. Registration Requirements: Specific requirements for registering security interests
5. Form of Power of Attorney: Standard form of power of attorney if required
6. Existing Security Interests: List of permitted existing security interests on the collateral
7. Bank Account Details: Details of relevant bank accounts for payments and proceeds
8. Contact Details: Contact information for all relevant parties and representatives
Authors
Additional Security Provider
Affiliate
Authorisation
Business Day
Collateral
Collateral Account
Default
Default Notice
Delegate
Disposal
Enforcement Event
Enforcement Notice
Event of Default
Finance Document
Financial Indebtedness
Guarantee
Insolvency Event
Insolvency Proceedings
Legal Reservation
Lien
Loan Agreement
Material Adverse Effect
Original Security Provider
Parallel Debt
Permitted Security
Person
Quasi-Security
Receiver
Recovered Amount
Secured Assets
Secured Liabilities
Secured Obligations
Secured Parties
Security
Security Agent
Security Document
Security Interest
Security Period
Security Provider
Security Trust
Security Trustee
Subsidiary
Tax
Transaction Document
Transfer
Trust Property
Voting Rights
Perfection Requirements
Release Notice
Securing Party
Acceleration Event
Enforcement Proceeds
Security Assignment
Land Charge
Priority Agreement
Security Purpose
Security Transfer
Pledge Agreement
Abstract Acknowledgement of Debt
Filing Requirements
Registration Requirements
Interpretation
Definitions
Grant of Security
Security Interest Creation
Secured Obligations
Perfection Requirements
Registration
Representations and Warranties
Undertakings
Negative Pledge
Further Assurance
Power of Attorney
Enforcement
Application of Proceeds
Release of Security
Costs and Expenses
Tax Gross-up
Indemnities
Assignment and Transfer
Amendments and Waivers
Severability
Notices
Parallel Debt
Security Agent Provisions
Governing Law
Jurisdiction
Counterparts
Ranking and Priority
Information Rights
Default
Remedies
Confidentiality
Set-off Rights
Currency Provisions
Insurance
Bank Accounts
Acknowledgments
Payments
Delegation
Banking & Financial Services
Manufacturing
Real Estate
Infrastructure
Energy
Technology
Telecommunications
Transportation & Logistics
Healthcare
Retail
Construction
Industrial
Agriculture
Mining & Resources
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit
Operations
Security Administration
Transaction Management
Chief Financial Officer
Treasury Manager
Legal Counsel
Finance Director
Risk Manager
Compliance Officer
Corporate Finance Manager
Credit Manager
Security Trustee
Collateral Manager
Transaction Manager
Finance Operations Manager
Legal Director
Banking Relationship Manager
Corporate Treasurer
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