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The Security Trust Agreement is essential in complex financing transactions under German law where multiple creditors are involved and direct security arrangements would be impractical or legally challenging. This document is typically used in syndicated lending, bond issuances, or other structured finance transactions where security needs to be held and managed centrally. The agreement addresses specific requirements of German law, including the concept of parallel debt (Parallelschuld), and provides a framework for the creation, perfection, and enforcement of security interests. It details the appointment and duties of the security trustee, the scope of secured assets, enforcement mechanisms, and the distribution of proceeds. The document is particularly important given that German law does not recognize the common law concept of trust, necessitating specific contractual arrangements to achieve similar effects.

1. Parties: Identification of the security trustee, security provider(s), and secured parties

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

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

4. Appointment and Duration: Formal appointment of the security trustee and term of the appointment

5. Declaration of Trust: Establishment of the trust relationship and holding of security

6. Security Trustee Powers and Duties: Detailed description of the security trustee's authority, responsibilities, and obligations

7. Security Assets: Description and scope of the security assets covered by the trust arrangement

8. Parallel Debt: Establishment of parallel debt structure common in German security arrangements

9. Enforcement of Security: Conditions and procedures for enforcing security interests

10. Application of Proceeds: Order of priority and distribution of enforcement proceeds

11. Liability and Indemnification: Scope of security trustee's liability and indemnification provisions

12. Resignation and Replacement: Procedures for resignation and replacement of the security trustee

13. Costs and Expenses: Allocation of costs and expenses related to the trust arrangement

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction