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The Security Trust Agreement is a crucial document in structured finance and secured lending transactions under Austrian law. It is primarily used in scenarios involving multiple lenders or bondholders who require security over assets, but wish to avoid the complexity and impracticality of each secured party holding direct security interests. The agreement establishes a trust structure (adapted to civil law requirements) whereby a single entity acts as security trustee, holding and managing the security package on behalf of the secured parties. This arrangement is particularly important in syndicated lending, bond issuances, and other complex financing structures where the pool of secured creditors may change over time. The document must carefully navigate Austrian civil law principles, which don't recognize common law trusts, through mechanisms such as parallel debt structures and direct representation concepts.

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

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

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and references to Austrian legal concepts

4. Appointment and Duties of Security Trustee: Formal appointment of trustee, scope of authority, and detailed responsibilities

5. Creation and Perfection of Security: Provisions regarding the creation, registration, and perfection of security interests

6. Parallel Debt: Establishment of parallel debt structure to accommodate Austrian law requirements for security trust arrangements

7. Security Trustee Rights and Powers: Detailed powers of the security trustee in managing and enforcing security

8. Security Provider Covenants: Obligations of the security provider regarding maintenance and preservation of security assets

9. Enforcement: 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, removal, and replacement of security trustee

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

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction provisions