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Collateral Agency Agreement
"I need a Collateral Agency Agreement for a syndicated loan facility closing in March 2025, where a Hong Kong subsidiary of HSBC will act as collateral agent for a pool of five international banks, with security over both real estate and shares in Hong Kong."
1. Parties: Identifies the collateral agent, security trustee (if applicable), borrower/obligor, and secured parties
2. Background: Sets out the context of the underlying financing arrangement and the need for a collateral agent
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Appointment and Authority: Establishes the appointment of the collateral agent and scope of authority
5. Duties of the Collateral Agent: Details the specific responsibilities and obligations of the collateral agent
6. Rights and Protections of the Collateral Agent: Sets out the protections, indemnities, and limitations of liability for the agent
7. Collateral Management: Procedures for holding, maintaining, and releasing collateral
8. Enforcement: Procedures and rights relating to enforcement of security interests
9. Decision Making and Instructions: Process for secured parties to make decisions and give instructions to the agent
10. Fees and Expenses: Details of the agent's compensation and expense reimbursement
11. Representations and Warranties: Standard representations from all parties
12. Changes to Parties: Procedures for resignation, removal, and replacement of the agent and transfer of secured party rights
13. Termination: Events triggering termination and consequential procedures
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law
1. Security Trust Provisions: Required when the collateral agent acts as security trustee in common law trust structure
2. Parallel Debt: Required in transactions involving civil law jurisdictions to create valid security
3. Bank Accounts: Required when the agent maintains specific bank accounts for collateral
4. Voting and Syndicate Matters: Required in syndicated facilities to govern voting rights and majority decisions
5. Currency Provisions: Required in multi-currency facilities
6. Additional Obligor Accession: Required when additional obligors may join the structure
7. Tax Provisions: Detailed tax provisions required for cross-border transactions
1. Form of Accession Deed: Template for new parties to accede to the agreement
2. Form of Resignation Letter: Template for collateral agent resignation
3. Initial Collateral Schedule: List and details of initial collateral covered
4. Fee Schedule: Detailed breakdown of agent's fees and charges
5. Notice Details: Contact information for all parties
6. Form of Secured Party Transfer Certificate: Template for transfers between secured parties
7. Voting and Decision Making Procedures: Detailed procedures for secured party decisions
8. Forms of Notice and Acknowledgment: Standard form notices for third parties regarding security
Authors
Acceleration Event
Affiliate
Agency Fee Letter
Authorised Representative
Banking Day
Business Day
Charged Property
Collateral
Collateral Account
Collateral Agent
Collateral Documents
Default
Delegate
Enforcement Action
Enforcement Date
Enforcement Notice
Event of Default
Facility Agreement
Finance Documents
Finance Parties
Financial Indebtedness
Group
Guarantee
Holdings
Hong Kong
Indemnified Person
Instructing Group
Intercreditor Agreement
Liability
Majority Lenders
Material Adverse Effect
Obligors
Original Lenders
Parallel Debt
Parties
Permitted Security
Person
Potential Event of Default
Principal Agreement
Receiver
Release Date
Secured Obligations
Secured Parties
Security
Security Agent
Security Documents
Security Interest
Security Period
Security Property
Security Trust
Subsidiary
Tax
Transaction Documents
Transaction Security
Trust Property
Voting Mechanics
Authority
Agency
Duties and Responsibilities
Rights and Protections
Indemnification
Liability
Collateral Management
Security Interest
Enforcement
Decision Making
Instructions
Fees and Expenses
Representations and Warranties
Covenants
Information Rights
Succession
Resignation and Removal
Replacement
Transfer
Amendments
Notices
Confidentiality
Data Protection
Tax
Currency
Set-off
Trust
Parallel Debt
Segregation of Assets
Bank Accounts
Payment Mechanics
Termination
Governing Law
Jurisdiction
Dispute Resolution
Severability
Assignment
Delegation
Force Majeure
Entire Agreement
Banking
Financial Services
Investment Management
Corporate Lending
Project Finance
Real Estate Finance
Infrastructure Finance
Asset Finance
Structured Finance
Private Equity
Legal
Finance
Treasury
Compliance
Risk Management
Credit
Corporate Secretariat
Operations
Transaction Management
Portfolio Management
Loan Administration
Legal Counsel
Finance Director
Chief Financial Officer
Treasury Manager
Compliance Officer
Risk Manager
Security Trustee
Collateral Manager
Loan Administrator
Transaction Manager
Portfolio Manager
Credit Officer
Corporate Secretary
Banking Relationship Manager
Debt Finance Manager
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