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Security Trust Deed for Philippines

Security Trust Deed Template for Philippines

A Security Trust Deed under Philippine law is a crucial document that establishes and governs the trust arrangement for holding and managing security interests on behalf of multiple beneficiaries. It operates within the framework of Philippine trust and security laws, particularly Republic Act No. 8791 (The General Banking Law) and related regulations. The document details the appointment of the security trustee, defines the secured obligations, establishes the trust mechanism, and sets out the trustee's powers, duties, and protections while ensuring compliance with local security registration and enforcement requirements.

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What is a Security Trust Deed?

The Security Trust Deed is essential in complex financing transactions in the Philippines where multiple lenders or bondholders require security over assets. This document is particularly vital when coordinating security interests among various creditors and ensuring efficient enforcement of security rights. The Security Trust Deed establishes a trust structure where a designated trustee holds security interests on behalf of multiple beneficiaries, avoiding the need for individual security arrangements with each creditor. It complies with Philippine trust and security laws, addressing local requirements for security creation, perfection, and enforcement. The document is commonly used in syndicated lending, project finance, and bond issuances where collective security arrangements are necessary.

What sections should be included in a Security Trust Deed?

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

2. Background: Context of the security arrangement, underlying obligations, and purpose of the trust deed

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and construction principles

4. Declaration of Trust: Formal creation of the security trust and appointment of the security trustee

5. Security Trust: Nature and scope of the security trust, trust property, and beneficiary interests

6. Secured Obligations: Definition and scope of the obligations secured by the trust arrangement

7. Security Trustee Powers and Duties: Powers, authorities, discretions, and obligations of the security trustee

8. Security Assets: Description and treatment of the assets subject to the security trust

9. Representations and Warranties: Standard representations and warranties from relevant parties

10. Covenants: Ongoing obligations and undertakings of the parties

11. Protection of Security Trustee: Limitations of liability, indemnities, and protections for the security trustee

12. Remuneration and Expenses: Security trustee's fees, costs, and expense reimbursement provisions

13. Changes to Parties: Procedures for resignation, removal, and appointment of new trustees or changes to other parties

14. Enforcement: Rights and procedures for enforcing security interests and trust provisions

15. Payments and Application of Proceeds: Distribution waterfall and treatment of recovered amounts

16. Termination: Circumstances and procedures for terminating the trust arrangement

17. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law

18. Execution: Execution blocks and signing requirements

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

1. Security Agent Provisions: Required when a separate security agent is appointed to hold or enforce security interests

2. Parallel Debt: Needed in certain cross-border transactions to create a direct claim for the security trustee

3. Foreign Law Security Interests: Required when security interests are created over assets in other jurisdictions

4. Priority Arrangements: Needed when there are multiple secured parties or ranking of security interests

5. Special Asset Provisions: Required for specific types of assets (e.g., intellectual property, shares, bank accounts)

6. Further Assurance: Detailed provisions for perfection and maintenance of security interests

7. Tax Provisions: Specific tax-related provisions when relevant to the security structure

What schedules should be included in a Security Trust Deed?

1. Security Assets Schedule: Detailed description and particulars of all security assets

2. Form of Accession Deed: Template for new parties to accede to the security trust

3. Form of Resignation Letter: Template for trustee resignation

4. Form of Appointment Letter: Template for appointing new trustees

5. Beneficiary Details: List of beneficiaries and their respective interests

6. Security Documents: List of related security documents covered by the trust

7. Powers of Attorney: Forms of powers of attorney granted to the security trustee

8. Notice Requirements: Forms of notices required for perfection of security interests

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

Trust Deed

Cost

Free to use
Relevant legal definitions





















































Clauses









































Relevant Industries

Banking & Finance

Real Estate

Infrastructure

Energy

Mining

Manufacturing

Telecommunications

Construction

Aviation

Shipping

Retail

Technology

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Credit

Trust Administration

Transaction Management

Securities Services

Relevant Roles

Legal Counsel

Finance Director

Chief Financial Officer

Treasury Manager

Compliance Officer

Risk Manager

Security Trustee Officer

Transaction Manager

Corporate Secretary

Credit Manager

Facility Agent

Security Agent

Trust Officer

Corporate Lawyer

Banking Lawyer

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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