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Collateral Sharing Agreement
"I need a Collateral Sharing Agreement under Canadian law for a syndicated loan facility where three banks are sharing security over a manufacturing company's assets, with ABC Bank acting as collateral agent."
1. Parties: Identifies all secured parties entering into the agreement and the debtor(s)
2. Background: Explains the context of the security arrangements and why a sharing agreement is needed
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Sharing and Ranking of Security: Core provisions establishing how security interests will be shared and ranked among parties
5. Application of Proceeds: Details how proceeds from enforcement or realization will be distributed among secured parties
6. Enforcement and Decision Making: Procedures for making decisions about enforcement actions and required majority thresholds
7. Appointment of Collateral Agent: Provisions regarding appointment, powers, and duties of the collateral agent
8. Payments and Distributions: Mechanics for handling payments and distributing proceeds among secured parties
9. Representations and Warranties: Standard representations by each party regarding authority and enforceability
10. Costs and Expenses: Allocation of costs related to enforcement and administration of shared security
11. Amendments and Waivers: Procedures for modifying the agreement and effects of waivers
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Notices: Communication procedures between parties
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Future Secured Parties: Procedures for adding new secured parties to the agreement - include when future financing is contemplated
2. Intercreditor Provisions: Detailed provisions governing relationships between different classes of creditors - include when there are different priority levels
3. Special Asset Provisions: Specific provisions for particular types of collateral (e.g., real estate, intellectual property) - include when such assets are part of security
4. Bankruptcy/Insolvency Provisions: Special provisions governing rights in bankruptcy - include for complex multi-creditor arrangements
5. Quebec Security Provisions: Special provisions for Quebec security interests - include if any collateral or parties are in Quebec
6. Currency Provisions: Provisions handling multiple currencies - include for cross-border arrangements
7. Subordination Provisions: Detailed subordination terms - include when certain debt is to be subordinated
8. Purchase Option: Rights of parties to purchase others' interests - include when requested by major creditors
1. Schedule A - Secured Parties: List of all secured parties and their commitment amounts/percentages
2. Schedule B - Security Documents: Comprehensive list of all security documents subject to the sharing arrangement
3. Schedule C - Shared Collateral: Detailed description of all collateral subject to the sharing arrangement
4. Schedule D - Form of Accession Agreement: Standard form for adding new secured parties to the agreement
5. Schedule E - Notice Details: Contact information and notice details for all parties
6. Schedule F - Decision Making Procedures: Detailed procedures for secured party voting and decision making
7. Schedule G - Distribution Waterfall: Detailed order of priority for distributing enforcement proceeds
8. Schedule H - Agent Fee Schedule: Fee structure for the collateral agent if applicable
Authors
Acceding Party
Administrative Agent
Affiliate
Aggregate Exposure
Approved Currency
Authorized Representative
Banking Day
Borrower
Business Day
Collateral
Collateral Agent
Commitment
Common Security
Creditor
Default
Defaulting Creditor
Distribution Date
Enforcement Action
Enforcement Date
Enforcement Notice
Event of Default
Exposure
Finance Documents
Financial Indebtedness
Guarantor
Insolvency Event
Insolvency Proceedings
Intercreditor Agreement
Lenders
Liabilities
Majority Lenders
Material Adverse Effect
Obligations
Paying Agent
Payment Date
Permitted Security
Priority of Payments
Pro Rata Share
Proceeds
Purchase Option
Qualified Purchaser
Receiver
Recovery
Refinancing
Required Secured Parties
Secured Documents
Secured Obligations
Secured Parties
Security
Security Documents
Security Interest
Security Period
Security Trust
Security Trustee
Sharing Percentage
Subordinated Debt
Trigger Event
Trust Property
Unanimous Decision Matter
Voting Rights
Recitals
Definitions
Interpretation
Security Sharing
Ranking and Priority
Proceeds Distribution
Enforcement Rights
Voting Rights
Agency Provisions
Payment Provisions
Representations and Warranties
Covenants
Events of Default
Decision Making
Accession
Assignment and Transfer
Administration
Costs and Expenses
Indemnification
Information Sharing
Confidentiality
Amendments and Waivers
Notices
Severability
Further Assurance
Counterparts
Governing Law
Jurisdiction
Service of Process
Dispute Resolution
Force Majeure
Termination
Survival
Entire Agreement
Banking & Financial Services
Real Estate & Construction
Manufacturing
Energy & Resources
Infrastructure
Technology
Transportation & Logistics
Healthcare
Telecommunications
Agriculture & Forestry
Legal
Finance
Treasury
Risk Management
Credit
Compliance
Corporate Secretariat
Investment Banking
Loan Administration
Transaction Management
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Lawyer
Risk Manager
Credit Manager
Compliance Officer
Security Trustee
Loan Officer
Investment Manager
Corporate Secretary
Managing Director
Relationship Manager
Transaction Manager
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