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1. Parties: Identifies the key parties: Trustee, Grantors/Pledgors, Secured Parties/Beneficiaries
2. Background: Explains the context of the agreement, including reference to related credit agreements or other secured obligations
3. Definitions: Defines key terms used throughout the agreement, including specific collateral-related and trust-related terminology
4. Appointment of Trustee: Formal appointment of the trustee and acceptance of the trust
5. Declaration of Trust: Establishes the trust relationship and defines the trust property
6. Grant of Security Interest: Creates and defines the security interest in the collateral
7. Perfection and Priority: Requirements for perfecting the security interest and maintaining priority
8. Representations and Warranties: Standard representations regarding authority, ownership of collateral, and validity of security interest
9. Covenants: Ongoing obligations regarding maintenance of collateral, reporting, and compliance
10. Rights and Duties of Trustee: Detailed description of trustee's powers, responsibilities, and standard of care
11. Administration of Collateral: Procedures for handling, maintaining, and managing collateral
12. Events of Default: Defines circumstances constituting default and consequences
13. Enforcement Rights: Procedures and rights for enforcing security interests upon default
14. Distribution of Proceeds: Rules for distributing proceeds from collateral or enforcement
15. Indemnification: Provisions for indemnifying the trustee and other protected parties
16. Compensation of Trustee: Trustee's fees and expense reimbursement
17. Successor Trustee: Provisions for resignation, removal, and appointment of successor trustees
18. Amendments and Waivers: Procedures for modifying the agreement and effects of waivers
19. Governing Law and Jurisdiction: Choice of law and jurisdiction for disputes
20. Miscellaneous: Standard boilerplate provisions including notices, severability, counterparts
1. Intercreditor Provisions: Required when multiple classes of secured parties have different priorities or rights
2. Special Asset Provisions: Needed when specific types of collateral (e.g., intellectual property, securities) require special handling
3. Foreign Collateral Provisions: Required when collateral is located in multiple jurisdictions
4. Control Agreements: Needed when perfection requires control over financial assets or deposit accounts
5. Insurance Requirements: Detailed insurance provisions when collateral requires specific insurance coverage
6. Tax Provisions: Special tax considerations for certain types of collateral or jurisdictions
7. Digital Asset Provisions: Required when collateral includes cryptocurrencies or other digital assets
8. Environmental Provisions: Needed when collateral includes real property or assets with environmental risks
1. Schedule A - Description of Collateral: Detailed description of all collateral covered by the agreement
2. Schedule B - Grantor Information: Legal names, addresses, and jurisdictions of organization for all grantors
3. Schedule C - Secured Party Information: Details of secured parties and their respective interests
4. Schedule D - Existing Liens: List of permitted existing liens on the collateral
5. Schedule E - Filing Offices: List of jurisdictions and offices where filings are required
6. Appendix 1 - Form of Joinder Agreement: Form for adding additional grantors or secured parties
7. Appendix 2 - Form of Perfection Certificate: Template for collecting information needed to perfect security interests
8. Appendix 3 - Form of Control Agreement: Template for account control agreements
9. Appendix 4 - Distribution Waterfall: Detailed procedures for distributing proceeds
10. Appendix 5 - Fee Schedule: Detailed breakdown of trustee compensation and fees
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Retail
Construction
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Finance
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Risk Management
Compliance
Corporate Secretariat
Credit Administration
Collateral Management
Transaction Management
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Chief Financial Officer
Treasury Manager
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Risk Manager
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Security Trustee
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Banking Relationship Manager
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Senior Legal Counsel
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