The Security Trust Agreement is a crucial document used in complex financing arrangements under Dutch law where multiple creditors are involved and security needs to be managed centrally. This agreement becomes necessary when there is a need to establish a structure where security interests are held and administered by a trustee on behalf of various secured parties. Given that Dutch law does not recognize the common law concept of trusts, the agreement incorporates specific mechanisms, including parallel debt provisions, to achieve the desired security holding structure. The document is particularly relevant in syndicated lending, bond issuances, and other multi-creditor financing arrangements where efficient security management and enforcement are essential. It details the appointment of the security trustee, the creation and perfection of security interests, enforcement procedures, and the distribution of proceeds, while ensuring compliance with Dutch legal requirements and financial regulations.

1. Parties: Identification of the Security Trustee, Security Provider(s), and Secured Parties

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

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and references to related agreements

4. Parallel Debt: Creation of parallel debt structure necessary under Dutch law for the security trustee to hold security rights

5. Declaration of Trust: Formal establishment of the trust arrangement and acceptance by the Security Trustee

6. Security Trust: Core provisions regarding the holding and administration of security rights by the trustee

7. Powers and Duties of the Security Trustee: Detailed description of trustee's authority, responsibilities, and decision-making powers

8. Security Administration: Procedures for managing, monitoring, and maintaining the security package

9. Enforcement: Provisions regarding enforcement of security rights, including triggers and procedures

10. Application of Proceeds: Rules for distributing proceeds from security enforcement

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

12. Resignation and Replacement: Procedures for change of security trustee

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

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