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The Collateral Agency Agreement serves as a crucial document in secured financing transactions under Austrian law, typically used in syndicated loans, project finance, and other complex financing arrangements where multiple lenders are involved. This agreement becomes necessary when there is a need to appoint a dedicated agent to hold, manage, and enforce security interests on behalf of multiple secured parties. The document addresses specific requirements of Austrian security laws, including the concept of parallel debt where necessary, and ensures compliance with both local and EU regulations regarding financial collateral arrangements. It provides detailed mechanisms for the collateral agent's appointment, duties, liability limitations, and the procedures for managing security interests, while incorporating Austrian law specifics regarding security creation and enforcement.

1. Parties: Identification of the collateral agent, security providers, secured parties, and any other relevant parties to the agreement

2. Background: Context of the transaction, reference to related agreements (e.g., facility agreement, security documents), and purpose of the collateral agency arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Appointment and Authority: Formal appointment of the collateral agent, scope of authority, and any limitations

5. Duties and Responsibilities: Detailed description of the collateral agent's duties, including collateral maintenance, monitoring, and enforcement responsibilities

6. Rights and Powers: Specific powers granted to the collateral agent to perform its duties and protect the collateral

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

8. Collateral Management: Procedures for handling, maintaining, and releasing collateral

9. Fees and Expenses: Compensation structure for the collateral agent and provision for expense reimbursement

10. Liability and Indemnification: Limitations of the collateral agent's liability and indemnification provisions

11. Resignation and Replacement: Process for the resignation or removal of the collateral agent and appointment of a successor

12. Representations and Warranties: Standard representations and warranties from all parties

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, and jurisdiction