Master Security Agreement for the Netherlands

Master Security Agreement Template for Netherlands

A comprehensive legal document governed by Dutch law that establishes and regulates the creation, perfection, and enforcement of security interests over various types of assets. This agreement serves as the primary security document in financing transactions, incorporating specific requirements under Dutch civil law and financial regulations. It addresses multiple types of collateral, including movable and immovable property, receivables, shares, and intellectual property rights, while ensuring compliance with Dutch security interest creation and perfection requirements, registration obligations, and enforcement mechanisms.

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What is a Master Security Agreement?

The Master Security Agreement is a fundamental document in Dutch financing transactions, used to create and perfect security interests over various assets in favor of lenders or security trustees. It is particularly relevant in situations involving multiple secured parties, various types of collateral, or complex financing structures. The agreement must comply with specific Dutch law requirements regarding security interest creation, perfection, and enforcement, including the concept of parallel debt when using a security trustee structure. This document typically accompanies facility agreements or other primary financing documents and may need to be supplemented with asset-specific security documents depending on the collateral package. The Master Security Agreement includes detailed provisions on maintenance of security, enforcement rights, application of proceeds, and release mechanisms, all tailored to Dutch legal requirements and market practice.

What sections should be included in a Master Security Agreement?

1. Parties: Identification of the security provider(s) and security agent/beneficiary

2. Background: Context of the security arrangement and relationship to other financing documents

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including specific Dutch law concepts

4. Creation of Security: Provisions detailing the creation and grant of security interests over the various types of collateral

5. Perfection Requirements: Steps required to perfect the security interests under Dutch law, including registration requirements

6. Representations and Warranties: Standard and security-specific representations regarding collateral ownership, capacity, and authority

7. Undertakings: Positive and negative covenants regarding the maintenance and preservation of the collateral

8. Further Assurance: Obligations to execute additional documents and take actions to maintain security

9. Enforcement: Rights and procedures for enforcing security interests upon default

10. Application of Proceeds: Order of application of enforcement proceeds and waterfall provisions

11. Power of Attorney: Appointment of security agent/trustee as attorney for perfection and enforcement

12. Release and Discharge: Conditions and process for releasing security interests

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law

What sections are optional to include in a Master Security Agreement?

1. Parallel Debt: Required when using a security trustee structure under Dutch law to create a direct claim for the security trustee

2. Bank Accounts: Specific provisions for bank account pledges when included in collateral package

3. Intellectual Property: Specific provisions for IP rights when included in collateral package

4. Insurance: Provisions regarding insurance over secured assets when relevant

5. Receivables: Specific provisions for receivables pledges when included in collateral package

6. Shares: Specific provisions for share pledges when included in collateral package

7. Real Estate: Specific provisions for real estate mortgages when included in collateral package

8. Intercompany Claims: Provisions for pledging intercompany receivables when relevant

What schedules should be included in a Master Security Agreement?

1. Schedule 1 - Security Assets: Detailed description of all assets subject to security interests

2. Schedule 2 - Form of Notice of Pledge: Standard form for notifying relevant parties of security interest creation

3. Schedule 3 - Form of Acknowledgment: Standard form for third party acknowledgment of security interests

4. Schedule 4 - Secured Bank Accounts: List of bank accounts subject to security interest

5. Schedule 5 - Intellectual Property Rights: Schedule of IP rights subject to security interest

6. Schedule 6 - Form of Accession Deed: Standard form for additional parties to accede to the agreement

7. Schedule 7 - Security Particulars: Details required for registration of security interests

8. Appendix A - Power of Attorney: Form of power of attorney for security agent/trustee

9. Appendix B - Deed of Release: Standard form for releasing security interests

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

Security Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Real Estate

Manufacturing

Technology

Energy & Resources

Infrastructure

Healthcare

Retail & Consumer

Transportation & Logistics

Telecommunications

Agriculture

Professional Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit

Transaction Management

Securities Administration

Corporate Finance

Relevant Roles

Chief Financial Officer

General Counsel

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Security Trustee

Facility Agent

Risk Manager

Compliance Officer

Transaction Manager

Securities Administrator

Corporate Secretary

Finance Manager

Credit Risk Officer

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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