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Collateral Trust Agreement for Canada

Collateral Trust Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that establishes a trust arrangement for holding and managing collateral on behalf of multiple secured creditors. The document details the appointment of a trustee, the creation and perfection of security interests, and the administration of collateral, while ensuring compliance with both federal legislation and provincial secured transaction laws. It provides a framework for secured parties to share in the collateral security package and establishes clear procedures for enforcement and distribution of proceeds in case of default.

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Collateral Trust Agreement

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What is a Collateral Trust Agreement?

The Collateral Trust Agreement is a sophisticated security arrangement used in complex financing transactions where multiple creditors share an interest in the same collateral pool. This document is particularly relevant in Canada, where it must comply with both federal banking regulations and provincial secured transaction laws. It is commonly used in syndicated lending arrangements, project finance, and corporate debt restructurings where multiple classes of creditors require a coordinated approach to collateral management. The agreement establishes the trust relationship, defines the roles and responsibilities of the trustee, sets out the procedures for maintaining and enforcing security interests, and provides mechanisms for distributing proceeds among secured parties according to their respective priorities. The document must carefully consider the requirements of various Canadian legislation, including the Personal Property Security Act of relevant provinces, the Bank Act, and federal bankruptcy laws.

What sections should be included in a Collateral Trust Agreement?

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

What sections are optional to include in a Collateral Trust Agreement?

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

What schedules should be included in a Collateral Trust Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions



















































Clauses






























Relevant Industries

Banking and Financial Services

Energy and Resources

Infrastructure

Real Estate

Manufacturing

Technology

Transportation and Logistics

Healthcare

Telecommunications

Mining

Agriculture

Retail

Construction

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit Administration

Collateral Management

Transaction Management

Corporate Finance

Relevant Roles

Chief Financial Officer

Treasury Manager

Legal Counsel

Corporate Finance Director

Risk Manager

Trust Officer

Compliance Officer

Security Trustee

Credit Manager

Finance Director

Corporate Secretary

Banking Relationship Manager

Collateral Manager

Senior Legal Counsel

Transaction Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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