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Security Trust Agreement
"I need a Security Trust Agreement under New Zealand law for a syndicated loan facility closing in March 2025, where ABC Bank Limited will act as security trustee for a group of five domestic banks providing secured financing to a manufacturing company."
1. Parties: Identifies the security trustee, security provider, and initial beneficiaries
2. Background: Sets out the context of the security trust arrangement, including the underlying facilities or obligations being secured
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Appointment and Role of Security Trustee: Establishes the appointment of the security trustee and outlines their primary roles and responsibilities
5. Declaration of Trust: Creates the trust over the security and specifies the trust property and beneficiaries
6. Security Trustee Powers and Duties: Details the specific powers and duties of the security trustee, including enforcement rights
7. Security Provisions: Describes the security interests being created and their terms
8. Priority and Distribution: Sets out the priority of payments and distribution mechanics for recovered amounts
9. Liability and Indemnity: Addresses the security trustee's liability limitations and indemnification rights
10. Remuneration: Specifies the security trustee's fees and cost recovery rights
11. Resignation and Replacement: Procedures for changing the security trustee
12. Amendments and Waivers: Process for modifying the agreement and effects of waivers
13. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes
1. Parallel Debt: Required when dealing with jurisdictions that don't recognize trust concepts or when creating direct enforcement rights
2. Multiple Creditor Provisions: Needed when there are multiple creditor groups with different rights and priorities
3. Security Sharing Provisions: Used when security is shared with other creditors outside the trust structure
4. Future Beneficiaries: Specific provisions for adding or removing beneficiaries over time
5. Special Asset Provisions: Required when dealing with specific types of assets requiring special treatment (e.g., real property, shares, intellectual property)
6. Voting and Decision Making: Required for complex arrangements with multiple beneficiaries who need to make collective decisions
7. Tax Provisions: Specific provisions dealing with tax implications of the security trust arrangement
1. Initial Security: Details of the initial security assets and their registration requirements
2. Initial Beneficiaries: List of initial beneficiaries and their secured amounts
3. Security Trustee Fee Schedule: Detailed breakdown of the security trustee's fees and charges
4. Form of Accession Deed: Template for new beneficiaries to accede to the agreement
5. Form of Resignation and Appointment: Template documents for security trustee resignation and replacement
6. Priority Arrangements: Detailed provisions regarding priorities between different classes of beneficiaries
7. Security Trust Terms: Detailed terms governing the trust relationship and trustee duties
8. Powers of Attorney: Form of power of attorney granted to the security trustee
Authors
Banking and Financial Services
Corporate Finance
Investment Banking
Real Estate and Property
Infrastructure
Private Equity
Asset Management
Construction and Development
Manufacturing
Energy and Resources
Telecommunications
Legal
Finance
Treasury
Corporate Finance
Risk Management
Compliance
Credit
Securities Administration
Transaction Management
Corporate Secretariat
Legal Counsel
Senior Legal Counsel
Corporate Lawyer
Finance Lawyer
Banking Lawyer
Transaction Manager
Security Trustee
Facility Agent
Chief Legal Officer
Legal Director
Finance Director
Chief Financial Officer
Treasury Manager
Corporate Finance Manager
Compliance Officer
Risk Manager
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