Collateral Agency Agreement for Philippines

Collateral Agency Agreement Template for Philippines

A Collateral Agency Agreement under Philippine law establishes the framework for managing security interests in secured financing transactions. It appoints and empowers a collateral agent to hold, manage, and enforce security interests on behalf of multiple secured parties. The agreement must comply with Philippine banking regulations, the Personal Property Security Act, and other relevant local legislation while defining the agent's duties, powers, and limitations of liability. It details procedures for holding collateral, enforcing security, and distributing proceeds, making it essential for syndicated loans and other multi-lender arrangements in the Philippines.

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What is a Collateral Agency Agreement?

The Collateral Agency Agreement is crucial in secured financing transactions where multiple lenders are involved and security needs to be managed centrally. It is commonly used in project finance, syndicated lending, and other complex financing arrangements in the Philippines. The agreement establishes a collateral agent who acts as a central point for holding and managing security interests, ensuring consistent treatment of collateral and coordinated enforcement actions. The document must comply with Philippine regulations, including the Personal Property Security Act (Republic Act No. 11057) and banking laws. It contains detailed provisions on the agent's appointment, powers, duties, liability protection, and procedures for managing security interests. This agreement is particularly important in the Philippine context where security interests often involve both movable and immovable property, requiring compliance with various registration and perfection requirements.

What sections should be included in a Collateral Agency Agreement?

1. Parties: Identifies the collateral agent, security provider(s), and secured parties

2. Background: Describes the underlying transaction(s) and purpose of the security arrangement

3. Definitions and Interpretation: Defines key terms and interpretation rules used throughout the agreement

4. Appointment and Authority: Establishes the appointment of the collateral agent and scope of its authority

5. Duties and Responsibilities: Details the specific duties and responsibilities of the collateral agent

6. Security Arrangements: Describes the creation, perfection, and maintenance of security interests

7. Instructions and Communications: Procedures for secured parties to give instructions to the collateral agent

8. Enforcement: Procedures and circumstances for enforcing security interests

9. Distribution of Proceeds: Rules for allocating proceeds from enforcement or collection

10. Fees and Expenses: Compensation of the collateral agent and payment of expenses

11. Liability and Indemnification: Limitations on agent's liability and indemnification provisions

12. Resignation and Replacement: Procedures for agent resignation and appointment of successor

13. Amendments and Waivers: Procedures for modifying the agreement

14. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution forum

15. Miscellaneous: Standard boilerplate provisions including notices, severability, etc.

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

1. Parallel Debt: Required in certain jurisdictions to create valid security interests in favor of the collateral agent

2. Sharing Provisions: Used when multiple secured parties have different priorities or sharing arrangements

3. Voting Mechanisms: Detailed procedures for secured parties to make collective decisions, needed for complex syndicated arrangements

4. Trust Provisions: Required when the collateral agent acts as trustee under applicable law

5. Currency Provisions: Required when dealing with multiple currencies in enforcement and distribution

6. Security Agent Provisions: Special provisions when the agent also serves as security trustee or administrative agent

What schedules should be included in a Collateral Agency Agreement?

1. List of Secured Parties: Identifies all secured parties and their respective interests

2. Description of Collateral: Detailed description of all assets subject to security interests

3. Form of Accession Deed: Template for new secured parties to join the agreement

4. Form of Resignation Letter: Template for collateral agent resignation

5. Fee Schedule: Details of the collateral agent's fees and payment terms

6. Communication Procedures: Detailed procedures for notices and instructions

7. Distribution Waterfall: Detailed order of priority for distributing enforcement proceeds

8. Security Documents: List and copies of all related security documents

9. Form of Agent Transfer Certificate: Template for transferring agent responsibilities to successor

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Infrastructure and Project Finance

Real Estate and Property Development

Energy and Resources

Manufacturing

Telecommunications

Transportation

Construction

Mining

Agriculture and Agribusiness

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Project Finance

Corporate Finance

Investment Banking

Loan Administration

Security Administration

Transaction Management

Syndications

Risk Management

Relevant Roles

Legal Counsel

Finance Director

Chief Financial Officer

Treasury Manager

Credit Risk Manager

Loan Officer

Security Trustee

Compliance Officer

Project Finance Manager

Transaction Manager

Corporate Finance Manager

Investment Banking Officer

Syndications Manager

Relationship Manager

Security Administrator

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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