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The Receivables Pledge Agreement is a crucial security document in Dutch financing transactions, used when a company wishes to provide security over its accounts receivable to secure its obligations under a facility agreement or other financing arrangement. This document is essential in both bilateral and syndicated lending structures and must comply with the specific requirements of Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek). The agreement can be structured as either a disclosed pledge (openbaar pandrecht) or an undisclosed pledge (stil pandrecht), each with its own legal requirements and implications. The document typically forms part of a larger security package and includes detailed provisions for the creation, perfection, maintenance, and enforcement of the security interest, along with necessary representations and warranties to ensure its effectiveness.

1. Parties: Identification of the Pledgor(s) and Pledgee(s), including full legal names and addresses

2. Background: Context of the pledge agreement, typically referencing the underlying facility agreement or other secured obligations

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including references to defined terms in underlying facility agreement if applicable

4. Creation of Pledge: Core provision establishing the pledge over the receivables, including language required under Dutch law for valid security creation

5. Secured Obligations: Definition and scope of the obligations secured by the pledge

6. Perfection Requirements: Requirements for creating and maintaining a valid and enforceable pledge, including registration and notification requirements

7. Representations and Warranties: Pledgor's confirmations regarding ownership, authority to pledge, and status of receivables

8. Continuing Security: Provisions confirming the continuing nature of the security and its application to future receivables

9. Further Assurance: Obligations to execute additional documents and take actions to perfect or protect the pledge

10. Power of Attorney: Irrevocable power of attorney granted to the Pledgee for perfection and enforcement purposes

11. Enforcement: Rights and procedures for enforcing the pledge upon default

12. Release and Discharge: Conditions and process for releasing the pledge

13. Miscellaneous: Standard provisions including notices, amendments, severability, and waivers

14. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction of Dutch courts