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The Collateral Management Agreement serves as a crucial document in the Philippine financial sector, establishing the framework for managing and monitoring collateral assets in secured transactions. This agreement becomes necessary when parties require a third-party collateral manager to oversee and administer collateral assets, ensuring proper valuation, custody, and compliance with regulatory requirements. It is particularly relevant in scenarios involving secured lending, trading relationships, and structured finance transactions. The document incorporates key provisions from Philippine legislation, including the Personal Property Security Act and BSP regulations, while addressing practical aspects of collateral management such as custody arrangements, monitoring procedures, and enforcement mechanisms. This agreement is essential for risk mitigation and regulatory compliance in financial transactions within the Philippine jurisdiction.

1. Parties: Identification of all parties to the agreement including the collateral provider, collateral taker, and collateral manager

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Appointment and Authority: Formal appointment of the collateral manager and scope of authority

5. Collateral Requirements: Description of eligible collateral types, valuation methods, and maintenance requirements

6. Custody and Administration: Procedures for holding, safekeeping, and administering the collateral

7. Monitoring and Reporting: Requirements for monitoring collateral value and providing regular reports

8. Margin Calls and Adjustments: Procedures for margin calls and collateral adjustments

9. Rights and Obligations: Detailed responsibilities of each party

10. Fees and Expenses: Fee structure and payment terms for collateral management services

11. Events of Default: Definition of default events and consequences

12. Enforcement Rights: Procedures and rights in case of default or enforcement

13. Representations and Warranties: Standard legal assurances from all parties

14. Liability and Indemnification: Limitation of liability and indemnification provisions

15. Term and Termination: Duration of agreement and termination provisions

16. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details

17. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability