The Fiscal Agent Agreement is a crucial document used when an issuer needs to appoint a financial institution to manage various aspects of its securities programs or financial instruments. This agreement, structured under Philippine law and regulatory framework, establishes the terms under which the fiscal agent will act as the issuer's agent in handling payments, maintaining records, processing transfers, and communicating with security holders. It's particularly important for bond issuances, structured finance transactions, and other securities offerings in the Philippine market. The agreement must comply with requirements from the Bangko Sentral ng Pilipinas, Securities and Exchange Commission, and other relevant regulatory bodies. It typically includes detailed provisions on payment mechanics, duties and responsibilities, liability limitations, and operational procedures specific to the Philippine financial markets.

1. Parties: Identification of the issuer and the fiscal agent, including their corporate details and authority to enter into the agreement

2. Background: Context of the agreement, including details of the securities issuance or program

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Duration: Terms of the fiscal agent's appointment and the duration of the agreement

5. Duties of the Fiscal Agent: Detailed description of the fiscal agent's responsibilities including payments, notices, and record-keeping

6. Authority and Instructions: Process for giving and acting on instructions, authentication requirements

7. Payments and Funds Handling: Procedures for handling payments, maintaining accounts, and processing distributions

8. Records and Reporting: Requirements for maintaining records and providing reports

9. Fees and Expenses: Compensation structure and reimbursement of expenses

10. Standard of Care and Liability: Standard of care required and limitation of liability provisions

11. Indemnification: Mutual indemnification obligations

12. Termination: Grounds for termination and procedures

13. Confidentiality: Obligations regarding confidential information

14. Notices: Process for giving notices under the agreement

15. Governing Law and Jurisdiction: Choice of Philippine law and jurisdiction provisions

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