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Security Trust Agreement for Philippines

Security Trust Agreement Template for Philippines

A Security Trust Agreement under Philippine law is a sophisticated legal instrument that establishes a trust structure for managing security interests on behalf of multiple secured parties. This agreement appoints a security trustee to hold and manage security interests for the benefit of various lenders or bondholders, ensuring efficient administration of collateral and enforcement rights. The document complies with Philippine trust and banking regulations, particularly Republic Act No. 8791 (The General Banking Law) and relevant BSP circulars, while incorporating necessary provisions for the creation, perfection, and enforcement of security interests.

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What is a Security Trust Agreement?

The Security Trust Agreement is a critical document in secured financing transactions in the Philippines, particularly in syndicated loans, project finance, and complex security arrangements involving multiple creditors. It streamlines the administration of security interests by appointing a single trustee to act on behalf of various secured parties, eliminating the need for individual security arrangements. The agreement must comply with Philippine banking regulations, trust laws, and security interest requirements, including those under Republic Act No. 8791 and the Securities Regulation Code. This structure is particularly valuable in large-scale financing where security interests need to be held and managed efficiently for multiple lenders, while ensuring compliance with local legal requirements for trust arrangements and secured transactions.

What sections should be included in a Security Trust Agreement?

1. Parties: Identification of all parties including the Security Trustee, Secured Parties, and Security Provider

2. Background: Context of the agreement including reference to underlying facilities or obligations being secured

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

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

5. Declaration of Trust: Formal declaration establishing the trust over the security assets

6. Security Assets: Description and scope of the assets subject to the security trust

7. Security Trustee's Powers and Duties: Detailed outline of the Security Trustee's authorities, responsibilities, and limitations

8. Rights and Obligations of Secured Parties: Terms governing the secured parties' rights and responsibilities

9. Representations and Warranties: Standard and specific representations and warranties from all parties

10. Security Provider Covenants: Ongoing obligations and undertakings of the Security Provider

11. Events of Default: Circumstances constituting default and consequential rights

12. Enforcement: Procedures and powers for enforcing security upon default

13. Payments and Application of Proceeds: Rules for distributing proceeds from enforcement or income from security assets

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

15. Termination: Circumstances and process for terminating the trust arrangement

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

What sections are optional to include in a Security Trust Agreement?

1. Security Trustee Remuneration: Detailed fee structure for the Security Trustee - used when fees are complex or not covered in facility documentation

2. Parallel Debt: Creates parallel payment obligations - used in cross-border transactions where security interest creation needs additional support

3. Tax Provisions: Detailed tax arrangements - used when complex tax implications exist or cross-border elements are involved

4. Currency Provisions: Rules for handling multiple currencies - used in international transactions

5. Syndication Provisions: Procedures for handling syndicated facilities - used when multiple lenders are involved

6. Agent Provisions: Appointment and duties of agents - used when additional administrative agents are required

What schedules should be included in a Security Trust Agreement?

1. Schedule 1 - Security Assets: Detailed listing and description of all assets subject to the security trust

2. Schedule 2 - Secured Parties: List of all secured parties and their respective interests/commitments

3. Schedule 3 - Forms of Accession: Standard forms for new parties to accede to the agreement

4. Schedule 4 - Security Documents: List and copies of all related security documents

5. Schedule 5 - Fee Schedule: Detailed breakdown of Security Trustee fees and payment terms

6. Schedule 6 - Notice Forms: Standard forms for various notices required under the agreement

7. Appendix A - Power of Attorney: Form of power of attorney granted to Security Trustee

8. Appendix B - Enforcement Procedures: Detailed procedures for security enforcement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions




















































Clauses
































Relevant Industries

Banking

Financial Services

Real Estate

Infrastructure

Energy

Manufacturing

Construction

Mining

Telecommunications

Transportation

Project Finance

Corporate Finance

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Trust Administration

Security Administration

Project Finance

Corporate Finance

Relevant Roles

Chief Legal Officer

Legal Counsel

Corporate Lawyer

Finance Director

Chief Financial Officer

Treasury Manager

Security Trustee Officer

Compliance Officer

Risk Manager

Transaction Manager

Project Finance Manager

Corporate Secretary

Banking Lawyer

Trust Officer

Security Agent

Facility Agent

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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