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The Security Trust Agreement is essential in complex financing transactions where multiple creditors share security interests in assets. This document, governed by Swiss law, creates a trust structure whereby a security trustee holds and manages security interests on behalf of various secured parties, despite Switzerland not having domestic trust law but recognizing trusts through The Hague Convention. The agreement is commonly used in syndicated loans, bond issuances, and project financings where centralized security management is crucial. It details the creation, perfection, and enforcement of security interests, the duties and powers of the security trustee, and the rights of secured parties. The document addresses practical challenges in multi-creditor scenarios by providing a clear framework for security sharing, enforcement decisions, and distribution of proceeds.

1. Parties: Identification of the Security Trustee, Security Provider(s), Secured Parties, and any other relevant parties to the agreement

2. Background: Context of the security arrangement, reference to underlying facility or other agreements, and purpose of the security trust

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

4. Appointment and Role of Security Trustee: Terms of appointment, scope of authority, and duties of the Security Trustee

5. Declaration of Trust: Formal creation of trust over the security interests and secured assets

6. Security Interest: Description of security interests being created and the assets subject to security

7. Secured Obligations: Definition and scope of the obligations being secured under the agreement

8. Representations and Warranties: Statements of fact and assurances given by the Security Provider

9. Covenants: Ongoing obligations of the Security Provider regarding the secured assets and maintenance of security

10. Enforcement: Rights and procedures for enforcing security interests upon occurrence of enforcement event

11. Application of Proceeds: Order of priority for distributing proceeds from enforcement of security

12. Security Trustee Rights and Obligations: Detailed provisions regarding the Security Trustee's powers, duties, and protections

13. Changes to Parties: Procedures for resignation, removal, or replacement of Security Trustee and transfers by other parties

14. Costs and Indemnities: Allocation of costs and indemnification obligations

15. Notices: Communication procedures and contact details for all parties

16. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes