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The Collateral Agency Agreement is essential in South African secured financing transactions involving multiple lenders or bondholders who share security interests. It is commonly used in syndicated loans, project finance, and structured finance transactions where security needs to be held and managed centrally. The document establishes the framework for the collateral agent to act on behalf of secured parties, detailing their appointment, powers, duties, and the procedures for managing and enforcing security interests. This agreement must comply with South African security laws, including the Security by Means of Movable Property Act and the Deeds Registries Act, particularly regarding the registration and enforcement of security interests. It also needs to align with South African financial services regulations and trust law principles where applicable.

1. Parties: Identifies the collateral agent, security providers, and secured parties

2. Background: Sets out the context of the security arrangement and related financing transactions

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 and Responsibilities: Details the obligations and responsibilities of the collateral agent

6. Security: Describes the security interests being created and managed

7. Enforcement: Sets out procedures and powers for enforcing security interests

8. Payments and Application of Proceeds: Establishes waterfall for distributing enforcement proceeds

9. Agent Protections: Contains limitations of liability and indemnifications for the agent

10. Fees and Expenses: Details the compensation structure and expense reimbursement

11. Resignation and Replacement: Procedures for changing the collateral agent

12. Representations and Warranties: Standard representations from all parties

13. Communications: Procedures for notices and instructions between parties

14. Amendments and Waivers: Process for modifying the agreement

15. Governing Law and Jurisdiction: Specifies South African law and jurisdiction