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The Collateral Access Agreement serves as a critical document in Nigerian secured lending transactions, establishing the framework for managing and accessing collateral assets that secure financial obligations. This agreement becomes necessary when there is a need for a third-party custodian to hold or control collateral assets while maintaining the security interest of the lender and protecting the rights of the borrower. The document is structured to comply with Nigerian legislation, particularly the Secured Transactions in Movable Assets Act 2017 and relevant banking regulations, while addressing practical aspects of collateral management such as access rights, custody arrangements, and enforcement procedures. It is commonly used in conjunction with facility agreements, security documents, and other financing arrangements, particularly in complex lending transactions involving significant assets or multiple parties.

1. Parties: Identifies all parties to the agreement, including the creditor, debtor, and collateral agent/custodian

2. Background: Explains the context of the agreement, including reference to the primary credit facility or loan agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Authority: Establishes the appointment of the collateral agent/custodian and their scope of authority

5. Access Rights: Details the circumstances under which parties may access the collateral and the procedures for such access

6. Custody and Control: Specifies how the collateral will be held, maintained, and controlled

7. Security Interest: Confirms and acknowledges the security interest in the collateral

8. Representations and Warranties: Standard representations and warranties from each party

9. Covenants: Ongoing obligations of the parties regarding the collateral

10. Default and Remedies: Specifies events of default and available remedies

11. Fees and Expenses: Details the fees payable to the collateral agent/custodian and allocation of expenses

12. Liability and Indemnification: Limits on liability and indemnification obligations

13. Term and Termination: Duration of the agreement and termination provisions

14. Notices: Procedures for giving notices under the agreement

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

16. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability