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Security Sharing Agreement
"I need a Security Sharing Agreement for a syndicated loan facility involving three Nigerian banks sharing security over oil and gas assets, with the largest lender acting as Security Trustee and including provisions for additional lenders to join by March 2025."
1. Parties: Identification of all parties to the agreement, including security holders, facility agents, and security trustees
2. Background: Context of the security sharing arrangement, including reference to underlying facilities and security documents
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Security Trust: Establishment of security trust arrangements and appointment of security trustee
5. Ranking and Priority: Order of priority between different security interests and creditors
6. Sharing of Security: Terms and conditions for sharing security interests, including allocation of proceeds
7. Security Enforcement: Procedures and conditions for enforcing security interests, including voting mechanisms
8. Application of Proceeds: Rules for distribution of enforcement proceeds and other recoveries
9. Decision Making: Procedures for making decisions affecting shared security, including voting thresholds
10. Representations and Warranties: Standard representations and warranties from each party
11. Costs and Expenses: Allocation of costs related to security administration and enforcement
12. Changes to Parties: Procedures for transfers, assignments, and accession of new parties
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
1. Security Agent Provisions: Detailed provisions regarding the appointment, roles, and responsibilities of a security agent, used when a security agent structure is preferred over a trustee structure
2. Intercreditor Provisions: Additional provisions governing relationships between different classes of creditors, used when there are multiple creditor groups
3. Standstill Provisions: Provisions preventing individual enforcement actions during a specified period, used in complex multi-creditor arrangements
4. New Money Provisions: Provisions governing the introduction of new debt and security, used when future financing is contemplated
5. Debt Purchase Transactions: Provisions governing debt buy-backs or trading, used when active debt trading is expected
6. Common Currency Calculations: Provisions for currency conversion and calculations, used when multiple currencies are involved
1. Form of Accession Deed: Standard form for new parties joining the agreement
2. Security Documents: List and details of all security documents covered by the agreement
3. Contact Details: Detailed contact information for all parties
4. Initial Security Assets: Schedule of assets subject to security interests at signing
5. Form of Default Notice: Standard form for notifying defaults under the agreement
6. Voting Procedures: Detailed procedures for decision-making and voting
7. Distribution Waterfall: Detailed order of priority for distribution of proceeds
Authors
Accession Deed
Additional Creditor
Additional Secured Party
Affiliate
Agent
Authorisation
Business Day
Charged Property
Common Currency
Creditor Liabilities
Default
Default Notice
Discharge Date
Distribution Proceeds
Enforcement Action
Enforcement Date
Enforcement Notice
Event of Default
Facility Agreement
Finance Document
Financial Indebtedness
Guaranteed Obligations
Hedge Counterparty
Instructing Group
Intercreditor Agent
Liabilities
Majority Lenders
Material Adverse Effect
New Creditor
Original Jurisdiction
Permitted Security
Primary Creditors
Priority of Payments
Proceeds
Receiver
Recovery
Secured Assets
Secured Obligations
Secured Parties
Security
Security Documents
Security Enforcement Proceeds
Security Interest
Security Period
Security Provider
Security Trust
Security Trustee
Sharing Percentage
Subordinated Creditor
Transaction Security
Trust Property
Unanimous Decision Matter
Voting Entitlement
Appointment of Security Trustee
Declaration of Trust
Security Sharing
Ranking and Priority
Payment Provisions
Enforcement
Application of Proceeds
Powers of Security Trustee
Decision Making
Voting Rights
Amendments and Waivers
Information Sharing
Costs and Expenses
Indemnities
Resignation and Replacement
Change of Parties
Confidentiality
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Counterparts
Governing Law
Dispute Resolution
Jurisdiction
Banking & Financial Services
Oil & Gas
Infrastructure
Real Estate & Construction
Manufacturing
Telecommunications
Power & Energy
Mining
Agriculture
Transportation & Logistics
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit
Securities Administration
Loan Administration
Transaction Management
Chief Financial Officer
Legal Counsel
Finance Director
Treasury Manager
Risk Manager
Compliance Officer
Security Trustee Officer
Facility Agent
Credit Manager
Corporate Finance Manager
Investment Officer
Transaction Manager
Legal Director
Head of Structured Finance
Senior Loan Officer
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