The Collateral Control Agreement is essential in secured lending transactions where a third-party agent is required to maintain control over collateral on behalf of a lender. This document is particularly relevant in situations involving inventory financing, commodity lending, or asset-based lending where physical control and monitoring of collateral are crucial. The agreement must comply with Canadian federal banking regulations and provincial secured transactions laws, particularly the Personal Property Security Act (PPSA) in common law provinces or the Civil Code in Quebec. It establishes the mechanisms for perfecting security interests, maintaining control over collateral, monitoring its value and condition, and providing regular reporting to the lender. The agreement is commonly used in conjunction with credit facilities and security agreements to create a comprehensive security package.
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1. Parties: Identifies the main parties: Lender, Borrower, and Collateral Control Agent
2. Background: Explains the context of the agreement, including reference to any underlying credit facility and the purpose of the collateral control arrangement
3. Definitions: Defines key terms used throughout the agreement, including specific descriptions of the collateral and control mechanisms
4. Appointment of Collateral Control Agent: Formal appointment and acceptance of the Collateral Control Agent's role
5. Control of Collateral: Details the mechanisms and procedures for maintaining control over the collateral
6. Representations and Warranties: Standard representations from each party regarding their authority and capacity to enter into the agreement
7. Duties and Responsibilities: Specific obligations of the Collateral Control Agent regarding collateral maintenance and reporting
8. Instructions and Communications: Procedures for giving and receiving instructions regarding the collateral
9. Release of Collateral: Conditions and procedures for releasing collateral
10. Fees and Expenses: Compensation structure for the Collateral Control Agent and allocation of expenses
11. Indemnification: Provisions for indemnifying the Collateral Control Agent
12. Term and Termination: Duration of the agreement and termination procedures
13. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment restrictions
1. Insurance Requirements: Required when the collateral needs specific insurance coverage
2. Foreign Currency Provisions: Needed when the collateral involves multiple currencies
3. Electronic Records and Access: Required when parties need electronic access to collateral records
4. Sub-agents: Include when the Collateral Control Agent may need to appoint sub-agents
5. Environmental Matters: Required when collateral includes physical assets with environmental risks
6. Tax Provisions: Include when there are specific tax implications for the collateral arrangement
7. Force Majeure: Optional provisions for circumstances beyond parties' control
8. Step-In Rights: Include when lender needs specific rights to step in and take direct control
1. Schedule A - Description of Collateral: Detailed description and/or inventory of the controlled collateral
2. Schedule B - Authorized Representatives: List of authorized persons who can give instructions regarding the collateral
3. Schedule C - Fee Schedule: Detailed breakdown of Collateral Control Agent's fees and expenses
4. Schedule D - Operating Procedures: Specific procedures for handling, storing, and managing the collateral
5. Schedule E - Form of Reports: Templates for required periodic reports
6. Schedule F - Form of Release Notice: Standard form for requesting release of collateral
7. Appendix 1 - Security Locations: List of locations where collateral is stored or maintained
8. Appendix 2 - Insurance Requirements: Specific insurance requirements for the collateral
Relevant legal definitions
Account Bank
Affiliate
Applicable Law
Authorized Representative
Business Day
Borrowing Base
Borrowing Base Certificate
Collateral
Collateral Locations
Collateral Records
Collateral Release Notice
Collateral Value
Control Agreement
Control Period
Credit Agreement
Default
Effective Date
Eligible Collateral
Event of Default
Excluded Collateral
Fees
Force Majeure Event
Governmental Authority
Indebtedness
Instructions
Lender's Rights
Lien
Loss
Material Adverse Effect
Notice
Operating Procedures
Permitted Liens
PPSA
Release Conditions
Release Date
Release Notice
Required Insurance
Security Interest
Services
Specified Account
Storage Facility
Sub-agent
Term
Transaction Documents
Value Report
Warehouse Receipt
Affiliate
Applicable Law
Authorized Representative
Business Day
Borrowing Base
Borrowing Base Certificate
Collateral
Collateral Locations
Collateral Records
Collateral Release Notice
Collateral Value
Control Agreement
Control Period
Credit Agreement
Default
Effective Date
Eligible Collateral
Event of Default
Excluded Collateral
Fees
Force Majeure Event
Governmental Authority
Indebtedness
Instructions
Lender's Rights
Lien
Loss
Material Adverse Effect
Notice
Operating Procedures
Permitted Liens
PPSA
Release Conditions
Release Date
Release Notice
Required Insurance
Security Interest
Services
Specified Account
Storage Facility
Sub-agent
Term
Transaction Documents
Value Report
Warehouse Receipt
Clauses
Appointment
Agency
Control Rights
Security Interest
Reporting
Inspection Rights
Release Conditions
Instructions
Fees and Expenses
Indemnification
Liability Limitation
Representations and Warranties
Covenants
Default
Remedies
Termination
Force Majeure
Confidentiality
Notice Requirements
Assignment
Amendment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Third Party Rights
Further Assurance
Counterparts
Insurance
Compliance with Laws
Record Keeping
Access Rights
Sub-contracting
Priority
Agency
Control Rights
Security Interest
Reporting
Inspection Rights
Release Conditions
Instructions
Fees and Expenses
Indemnification
Liability Limitation
Representations and Warranties
Covenants
Default
Remedies
Termination
Force Majeure
Confidentiality
Notice Requirements
Assignment
Amendment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Third Party Rights
Further Assurance
Counterparts
Insurance
Compliance with Laws
Record Keeping
Access Rights
Sub-contracting
Priority
Relevant Industries
Banking & Financial Services
Manufacturing
Commodities Trading
Warehousing & Logistics
Agriculture
Mining
Oil & Gas
Retail
Wholesale Distribution
Transportation
Industrial Storage
Import/Export
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Operations
Credit
Security Operations
Commercial Lending
Asset Management
Transaction Management
Relevant Roles
Chief Financial Officer
Treasury Manager
Credit Risk Manager
Collateral Manager
Legal Counsel
Finance Director
Commercial Lending Officer
Asset-Based Lending Manager
Security Operations Manager
Compliance Officer
Risk Management Director
Warehouse Manager
Operations Director
Portfolio Manager
Transaction Manager
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