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The Collateral Trust Agreement is essential in complex financing arrangements where multiple secured parties need to share security interests in an efficient and coordinated manner. This document is commonly used in New Zealand for syndicated loans, bond issuances, and other secured financing transactions where having individual security interests for each lender would be impractical. The agreement establishes a trust structure where a professional trustee holds security interests on behalf of multiple beneficiaries, managing the security, handling enforcement, and distributing proceeds according to agreed priorities. It ensures compliance with New Zealand's security and trust laws while providing a practical solution for collective security holding. The document typically includes detailed provisions on the trustee's powers and duties, the rights of secured parties, enforcement mechanisms, and distribution waterfalls.

1. Parties: Identifies all parties to the agreement including the trustee, secured parties, and grantors

2. Background: Sets out the context of the agreement, including the underlying secured obligations and purpose of the trust arrangement

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

4. Appointment of Trustee: Establishes the appointment of the trustee and acceptance of the trust

5. Declaration of Trust: Creates the trust over the collateral and establishes the trust terms

6. Security Interest and Collateral: Describes the security interests being created and the collateral covered

7. Perfection and Priority: Addresses requirements for perfecting security interests under PPSA and maintaining priority

8. Trustee Powers and Duties: Details the powers and duties of the trustee in managing the collateral

9. Rights and Obligations of Secured Parties: Sets out the rights and obligations of the secured parties

10. Events of Default: Defines events that constitute default and trigger enforcement rights

11. Enforcement: Specifies the enforcement process and trustee's powers upon default

12. Distribution of Proceeds: Establishes the waterfall for distributing proceeds from enforcement

13. Trustee Liability and Indemnification: Limits trustee liability and provides for indemnification

14. Amendments and Waivers: Procedures for amending the agreement and effect of waivers

15. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes

16. Execution: Formal execution blocks for all parties