Loan And Security Agreement for the Netherlands

Loan And Security Agreement Template for Netherlands

A comprehensive legal document governed by Dutch law that combines lending arrangements with security provisions, establishing the terms and conditions for a loan facility while simultaneously creating security interests over specified assets to protect the lender's position. The agreement details the loan amount, interest rates, repayment terms, conditions precedent, representations and warranties, covenants, events of default, and enforcement mechanisms, all within the framework of Dutch civil law and financial regulations. It includes specific provisions for the creation and perfection of security interests under Dutch property law, ensuring compliance with local security registration requirements and enforcement procedures.

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What is a Loan And Security Agreement?

The Loan and Security Agreement is a fundamental document in secured financing transactions under Dutch law, combining the essential elements of a loan facility with security arrangements. It is typically used when a lender requires collateral to secure its loan exposure, making it particularly relevant for corporate financing, asset-based lending, and project finance transactions. The document establishes the complete framework for the lending relationship, including detailed provisions for the loan facility, creation of security interests, monitoring requirements, and enforcement mechanisms. Dutch law provides a robust framework for secured lending through the Civil Code (Burgerlijk Wetboek) and related legislation, requiring specific formalities for creating and perfecting security interests. This agreement ensures compliance with these requirements while protecting both lender and borrower interests through clear terms and conditions.

What sections should be included in a Loan And Security Agreement?

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

2. Background: Context of the loan arrangement and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. The Facility: Details of the loan amount, purpose, and drawdown conditions

5. Interest: Interest rate, calculation methods, and payment terms

6. Repayment and Prepayment: Terms for loan repayment, prepayment rights and conditions

7. Security: Creation and terms of security interests, including types of collateral

8. Representations and Warranties: Statements of fact and assurances given by the borrower

9. Covenants: Positive and negative obligations of the borrower during the loan term

10. Events of Default: Circumstances constituting default and consequences

11. Enforcement: Rights and remedies upon default, including security enforcement

12. Payments and Calculations: Payment mechanics, currency, and calculation conventions

13. Changes to Parties: Rules for assignment and transfer of rights and obligations

14. Notices: Communication requirements and contact details

15. General Provisions: Boilerplate clauses including governing law and jurisdiction

What sections are optional to include in a Loan And Security Agreement?

1. Accordion Facility: Optional section for when the facility can be increased under specified conditions

2. Multiple Lenders Provisions: Required when there is more than one lender, including syndication provisions

3. Guarantees: Required when third-party guarantees are part of the security package

4. Subordination: Required when there are multiple creditors requiring ranking of priority

5. Tax Gross-Up and Indemnities: Detailed tax provisions when cross-border elements exist

6. Increased Costs: Provisions for regulatory changes affecting lender's costs

7. Set-off Rights: Specific set-off provisions when parties have multiple relationships

8. Break Costs: Required for fixed-rate loans or specific prepayment scenarios

What schedules should be included in a Loan And Security Agreement?

1. Facility Terms: Detailed commercial terms including amount, interest rate, and repayment schedule

2. Conditions Precedent: List of required documents and conditions for drawdown

3. Form of Drawdown Request: Template for borrower to request loan disbursement

4. Security Documents: List and copies of all security documentation

5. Repayment Schedule: Detailed amortization schedule if applicable

6. Form of Transfer Certificate: Template for transferring loan participations

7. Security Assets Schedule: Detailed description of all assets subject to security

8. Authorized Signatories: List of persons authorized to act for each party

9. Calculation Methods: Detailed procedures for calculating interest, fees, and other amounts

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Real Estate

Manufacturing

Technology

Infrastructure

Energy

Healthcare

Retail

Transportation

Construction

Agriculture

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit

Corporate Banking

Transaction Management

Business Development

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Risk Manager

Credit Manager

Relationship Manager

Compliance Officer

Security Trustee

Loan Officer

Transaction Manager

Financial Controller

General Counsel

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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