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The Collateral Agency Agreement is a crucial document in secured financing transactions under Hong Kong law, typically used in syndicated loans, bond issuances, and other complex financing arrangements where multiple lenders or secured parties are involved. This agreement becomes necessary when there is a need to appoint a professional agent to hold and manage collateral on behalf of multiple secured parties, ensuring coordinated and efficient administration of security interests. The document addresses specific requirements under Hong Kong's legal framework, including compliance with the Companies Ordinance, Securities and Futures Ordinance, and relevant banking regulations. It establishes the mechanism for the collateral agent to act as a central point of coordination, detailing their rights, duties, and protections while managing security interests, handling enforcement actions, and maintaining proper records in accordance with Hong Kong law.

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