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Collateral Trust Agreement Template for Nigeria

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Key Requirements PROMPT example:

Collateral Trust Agreement

"I need a Collateral Trust Agreement for a syndicated loan facility in Nigeria where multiple international banks are lending to an oil and gas company, with the total facility amount of USD 500 million to be secured by both movable and immovable assets, with First Bank of Nigeria Limited acting as the security trustee."

Document background
The Collateral Trust Agreement is a crucial document in Nigerian secured lending transactions, used when parties need to establish a trust structure to hold and manage collateral assets. This arrangement is particularly common in complex financing transactions, syndicated loans, or when multiple lenders are involved. The document becomes necessary when there's a need to separate the legal and beneficial ownership of collateral assets, with the trustee holding legal title for the benefit of lenders. It provides detailed provisions for collateral maintenance, monitoring, and enforcement, ensuring compliance with Nigerian legislation including the Trustees Investment Act, CAMA 2020, and relevant financial regulations. The agreement is essential for protecting lenders' interests while providing borrowers with a structured framework for collateral management.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the settlor/borrower, beneficiary/lender, and the trustee

2. Background: Sets out the context of the agreement, including reference to any underlying loan or facility agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Appointment of Trustee: Formally establishes the trust relationship and appointment of the trustee

5. Declaration of Trust: Establishes the trust over the collateral and defines the trust property

6. Collateral Requirements: Details the nature, value, and requirements of assets to be held as collateral

7. Trustee Powers and Duties: Specifies the trustee's authority, responsibilities, and limitations

8. Representations and Warranties: Contains statements of fact and assurances from the settlor regarding the collateral and their authority

9. Covenants: Sets out ongoing obligations of the settlor regarding the collateral and maintenance of the trust

10. Security Perfection Requirements: Details steps required to perfect the security interest in the collateral

11. Events of Default: Lists circumstances that constitute default and trigger enforcement rights

12. Enforcement Rights and Remedies: Describes the actions the trustee can take upon default

13. Fees and Expenses: Details the trustee's compensation and expense reimbursement

14. Indemnification: Covers the trustee's protection from liability and indemnification rights

15. Term and Termination: Specifies the duration of the trust and conditions for termination

16. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes

17. Notices: Provides procedures for formal communications between parties

18. Miscellaneous: Contains standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Security Agent Provisions: Required when there are multiple beneficiaries and a security agent is appointed

2. Intercreditor Provisions: Needed when there are multiple creditors with different priorities

3. Currency Provisions: Required when the collateral or underlying obligations involve multiple currencies

4. Insurance Requirements: Needed when specific insurance must be maintained for the collateral

5. Substitution of Collateral: Include when the agreement allows for collateral substitution

6. voting Rights: Required when the collateral includes shares or other securities with voting rights

7. Income and Distribution Rights: Needed when the collateral generates income during the trust period

8. Direct Agreements: Required when third party consents or agreements are necessary

Suggested Schedules

1. Schedule 1 - Description of Collateral: Detailed description and specification of all assets comprising the collateral

2. Schedule 2 - Form of Collateral Transfer Notice: Standard form for transferring collateral into the trust

3. Schedule 3 - Perfection Requirements: Specific steps and documents required for perfecting security interests

4. Schedule 4 - Fee Schedule: Detailed breakdown of trustee fees and payment terms

5. Schedule 5 - Initial Beneficiaries: List of initial beneficiaries and their respective interests if multiple parties

6. Schedule 6 - Forms of Notices: Standard forms for various notices required under the agreement

7. Appendix A - Security Documents: Forms of security documents required for different types of collateral

8. Appendix B - Operating Procedures: Detailed procedures for collateral management and administration

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















































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Relevant Industries

Banking and Financial Services

Corporate Lending

Real Estate

Infrastructure

Oil and Gas

Manufacturing

Telecommunications

Mining and Natural Resources

Agriculture

Power and Energy

Maritime and Shipping

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit

Security and Collateral Management

Investment

Operations

Corporate Finance

Documentation

Relevant Roles

Chief Financial Officer

General Counsel

Legal Director

Finance Director

Treasury Manager

Risk Manager

Compliance Officer

Security Trustee

Corporate Trustee

Loan Officer

Credit Risk Officer

Transaction Manager

Legal Counsel

Company Secretary

Commercial Director

Chief Risk Officer

Investment Manager

Portfolio Manager

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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