Collateral Access Agreement: Definition, Example
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What is a Collateral Access Agreement?
A collateral access agreement is a legal document that outlines the terms and conditions of how an individual can borrow money from a business owner. It will state what the borrower needs to do in order to repay the loan, as well as any interest rates or penalties for late repayment.
Collateral access agreements are typically used by small businesses that don't have enough cash flow on hand to provide financing for their customers. This type of agreement is very common with companies like banks and credit unions; however, it may also be used by larger firms if they offer this type of service.
Collateral Access Agreement Sample
COLLATERAL ACCESS AGREEMENT |
1. | To the actual knowledge of the Landlord, the Tenant is not in default under the terms of the Lease. |
2. | The Landlord hereby waives and releases in favor of the Lender and the other Credit Parties (as defined in the documents and agreements executed in connection with the Loan Arrangement): (a) any and all rights of distraint, levy, and execution which the Landlord may now or hereafter have against the Collateral; (b) any and all statutory liens, security interests, or other liens which the Landlord may now or hereafter have in the Collateral; and (c) any and all other interests or claims of every nature whatsoever which the Landlord may now or hereafter have in or against the Collateral for any rent, storage charges, or other sums due, or to become due, to the Landlord by the Tenant. The Landlord agrees not to exercise any of the Landlord’s rights, remedies, powers, privileges, or discretions with respect to the Collateral, or the Landlord’s liens or security interests in the Collateral, unless and until the Landlord receives written notice from an officer of the Lender that the Tenant’s obligations to the Lender and the other Credit Parties have been paid in full, and that the commitment of the Lender and the other Credit Parties to make loans or furnish other financial accommodations to the Borrowers (as defined in the documents and agreements executed in connection with the Loan Arrangement) has been terminated. The foregoing waiver is for the benefit of the Lender and the other Credit Parties only and does not affect the obligations of the Tenant to the Landlord. |
3. | In the event of the exercise by the Lender of its rights upon default with respect to the Collateral, the Lender shall have a reasonable time, but in no event less than ninety (90) days or more than one hundred twenty (120) days, in which the Landlord will not hinder the Lender from repossessing and/or disposing of the Collateral from the Leased Premises; provided, however, that such period will be tolled during any period in which the Lender has been stayed from taking action to remove the Collateral in any bankruptcy, insolvency or similar proceeding, and the Lender shall have an additional period of time (but in no event less than ninety (90) days) or more than one hundred twenty (120) days thereafter in which to repossess and/or dispose of the Collateral from the Leased Premises. In those circumstances, the Landlord will, upon reasonable prior written notice from the Lender, (a) not hinder the Lender in gaining access to the Leased Premises for the purpose of repossessing said Collateral and (b) if requested by the Lender, permit the Lender, or its agents or nominees, to dispose of the Collateral on the Leased Premises in a manner reasonably designed to minimize any interference with any of the Landlord’s other tenants at the Leased Premises. The Lender shall promptly repair, at the Lender’s cost and expense, any physical damage to the Leased Premises actually caused by the Lender, but shall not be liable for any diminution in value of the Leased Premises caused by the removal or absence of the Collateral. The Tenant hereby releases the Landlord with respect to any cost, claim, or damage resulting from the Landlord's actions in accordance with this paragraph 3, except to the extent such cost, claim or damages arises from the negligence or willful misconduct of the Landlord. |
4. | To the extent not paid or prepaid by the Tenant, the Lender shall pay the Landlord a sum for its use and occupancy of the Leased Premises on a per diem basis in an amount equal |
5. | Without limiting the Lender’s rights pursuant to paragraph 3 hereof, prior to the Landlord’s terminating the Lease or evicting the Tenant from the Leased Premises for breach of or default under the Lease ("Lease Default"), the Landlord shall give the Lender not less than thirty (30) days’ written notice of such action at the address set forth below, and a reasonable opportunity to preserve, protect, liquidate, or remove any Collateral on the Leased Premises and, if the Lender so elects, to cure such breach of or default under the Lease within (x) thirty (30) days following receipt of notice of any monetary Lease Default and (y) thirty (30) days following receipt of notice of any non-monetary Lease Default that is reasonably susceptible to cure by Lender, provided that if Lender is diligently pursuing a cure of a non-monetary Lease Default and such non-monetary Lease Default can reasonably be cured within an additional thirty (30) days, Lender will be given an additional thirty (30) days to cure such Lease Default. If Lender desires to cure a Lease Default, Lender will give Landlord notice of such intent ("Notice of Intent to Cure") within fifteen (15) Business Days following Lender's receipt of the notice of Lease Default. Notwithstanding the provisions of this paragraph, the Lender shall not have any obligation to cure any such breach or default. The cure of any such breach or default by the Lender on any one occasion shall not obligate the Lender to cure any other breach or default or to cure such breach or default on any other occasion. Notwithstanding anything to the contrary herein, but without limiting the Lender’s rights pursuant to paragraph 3 hereof, in no event will Lender have the right to cure a Lease Default due to the failure of Tenant to maintain the "Letter of Credit" (as defined in the Lease) or Lease Default arising under Section 7.01(e) or Section 7.01(f) of the Lease. |
6. | No payment by the Lender to the Landlord hereunder shall affect any obligation of the Tenant and its affiliates to reimburse the Lender for any such payment by the Lender pursuant to the terms of the Loan Arrangement. |
7. | Lender hereby releases the Building Systems from any security interest held by Lender. |
8. | All notices under this Agreement shall be made to the following addresses by recognized overnight courier, by hand delivery or by facsimile transmission: |
9. | This Agreement shall inure to the benefit of the Lender and the other Credit Parties, and their respective successors and assigns, and shall be binding upon the Landlord, its heirs, assigns, representatives, and successors. |
10. | This Agreement may not be amended or waived except by an instrument in writing signed by the Lender, the Landlord, and the Tenant. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof, but including Section 5-1401 of the New York General Obligations Law. Delivery of an executed signature page of this Agreement to the Lender by facsimile or .pdf transmission shall be binding on the Landlord as if the original of such facsimile or .pdf had been delivered to the Lender. |
LANDLORD: | ||
2400 XENIUM, LLC | ||
By: | /s/ Stephanie A. Shields | |
Name: | Stephanie A. Shields | |
Title: | Manager | |
TENANT: | ||
CHRISTOPHER & BANKS CORPORATION | ||
By: | /s/ Keri Jones | |
Name: | Keri Jones | |
Title: | President and Chief Executive Officer | |
LENDER: | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Michael Watson | |
Name: | Michael Watson | |
Title: | Duly Authorized Signatory | |
Reference:
Security Exchange Commission - Edgar Database, EX-10.4 5 exhibit104-collateralagree.htm EXHIBIT 10.4, Viewed December 13, 2021, View Source on SEC.
Who Helps With Collateral Access Agreements?
Lawyers with backgrounds working on collateral access agreements work with clients to help. Do you need help with a collateral access agreement?
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Meet some of our Collateral Access Agreement Lawyers
Howard B.
Berkson is a dedicated, practical, and detail-oriented attorney licensed to practice in every state court of Oklahoma and the United States Northern and Eastern District Courts. He graduated from the University of Tulsa College of Law with Honors. While there, he received awards for highest grade in trial practice, legal research, and civil procedure. He was also the Executive Notes and Comments Editor for the Energy Law Journal, the official journal of the Energy Bar Association in Washington, D.C. The Energy Law Journal is one of the few peer-reviewed journals in the legal profession. Prior to becoming an attorney, Howard Berkson held executive positions involving a wide range of business and human resources management functions. He has in-depth knowledge of both business and HR practices. During his business career, Berkson negotiated, wrote, red-lined, and disputed contracts. He has answered charges, handled inspections, and supervised audits involving numerous agencies including the Department of Labor, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and various state agencies. Berkson honed his analytical and writing skills while earning his Bachelor of Arts degree in Philosophy from the University of Washington. He went on to obtain a Master of Arts in Labor and Industrial Relations from the University of Illinois. Berkson’s work can be found in such publications as The Energy Law Journal, Human Resource Management Review and Personnel Psychology. He is a member of Phi Alpha Delta law fraternity and of Phi Kappa Phi honor society.
"Very easy and effective to work with. Howard knows what he is doing."
Gill D.
Erik has been a practicing attorney in Florida for over a decade. He specializes in employment and real estate contracts. He has represented clients big and small and can assist with any contract issue.
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Travis D.
Travis counsels individuals and businesses on a broad range of complex topics. His practice centers on producing efficient, client-driven results. He concentrates his practice on real estate, construction, and general business matters with an emphasis on assisting clients both before and after problems occur by drafting contracts designed to best position clients to avoid disputes and litigating matters to a final resolution if problems emerge. Born and raised in Oklahoma, Travis is a triple graduate of the University of Oklahoma, having obtained his Bachelor of Arts, Master of Business Administration, and Juris Doctor degrees from OU. Prior to practicing law, Travis managed the finances and business operations of a successful construction supply company for several years. This insight into sophisticated business dealings, contractual issues, and strategic planning makes him uniquely qualified to handle a wide range of legal matters. Travis lives in Norman with his wife, Haley, dogs, Walter and Poppy, and cat, Ernest. Outside of the office, Travis enjoys playing golf and reading.
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Justin C.
Justin Camper is a small business and trademark attorney, entrepreneur, public speaker, and writer. Justin has been practicing law close to 5 years and has done various areas of law from criminal work as a Prosecutor, to business and civil litigation at private law firms.
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Deborah W.
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Bolaji O.
Bolaji O. Okunnu is an entertainment lawyer and founder of the Okunnu Law Group, PLLC based in New York, New York. His practice includes work in the area of copyright, trademark, contract, intellectual property and business law. As an entertainment attorney, Bolaji represents a diverse roster of celebrities, record labels, music publishers, artists, bands, entrepreneurs, authors, songwriters, artist managers, record producers and entertainment executives concerning their intellectual property, business affairs and creative assets. He is an expert at solving complex and sophisticated legal and business issues relating to contracts, copyrights and trademarks. With his background in both the law and the music business, he brings a broad perspective to problem-solving and business plan strategies. He also has an extraordinary ability to speak to the hearts of creatives while helping them discover their voice and clarify their creative dreams and assignments.
Matt M.
I love to learn, and I love solving problems. That's why I became a lawyer, and learned to solve legal problems for individuals and businesses and help them fix things when there's a snag. Touch base if you think I could have something to offer for you or your company. Experienced, results-oriented legal professional whose background and education have established him as a valuable resource in areas of corporate law, franchising, litigation, compliance, mortgages and banking, and more. Practice Areas Include: Corporate law, Franchising, Litigation, real estate, corporate law, civil disputes, insurance representation, corporate counseling, dispute resolution, risk management, regulatory counsel, compliance. Experience involves sophisticated as well as routine corporate structuring and transactions, simple and complex litigation, and written and oral advocacy such as depositions, mediated settlement conferences, trials, appeals, written pleadings and discovery, and case strategy and analysis. Experience managing and litigating disputes between parties and negotiating settlements across the spectrum of civil litigation, including probative discovery, successful motions practice, legal research and writing, appellate practice, and legal consultation to individuals and business entities. Further experience includes digesting and monitoring updates to the legal landscape to advise clients or departments and successfully adapt policies and procedures to assure compliance with applicable laws and regulations as well as to manage risk effectively. For those needing a skilled commercial or corporate lawyer, or for individuals whose rights need persuasive advocacy, I am a valuable resource. Representative work also has involved success on the appellate level, as in Baker Construction Company, Inc. v. City of Burlington and Hawthorne, LLC, North Carolina COA09-13.
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