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The Note Trust Deed is a crucial document used in South African debt capital markets transactions when an issuer wishes to issue debt securities (notes) to multiple investors. It establishes a trust structure where a professional trustee holds certain rights and powers on behalf of the noteholders collectively, facilitating efficient administration and enforcement of noteholder rights. The document is essential for both listed and unlisted note issuances and must comply with South African trust law, particularly the Trust Property Control Act and Financial Markets Act. The Note Trust Deed typically forms part of a larger suite of documents in a note issuance program or standalone issuance, and can accommodate various security structures, multiple series of notes, and different types of issuers from financial institutions to corporates. It provides critical protection for noteholders while offering issuers a standardized and market-accepted framework for raising debt capital.

1. Parties: Identifies the Issuer, the Trustee, and their respective details

2. Background: Sets out the context of the note issuance and the purpose of establishing the trust

3. Definitions and Interpretation: Defines key terms used in the deed and establishes interpretation principles

4. Appointment of Trustee: Formal appointment of the trustee and acceptance of the appointment

5. Constitution of the Trust: Establishes the trust and sets out its purpose and beneficiaries

6. Trust Assets: Defines what constitutes the trust property and how it is to be held

7. Issue of Notes: Details the terms and conditions of the note issuance

8. Rights and Obligations of the Trustee: Comprehensive listing of trustee powers, duties, and responsibilities

9. Rights and Obligations of the Issuer: Issuer's commitments, covenants, and ongoing obligations

10. Noteholders' Rights and Meetings: Rights of noteholders and procedures for noteholder meetings

11. Events of Default: Defines events triggering default and consequent actions

12. Security (if applicable): Details of any security provided for the notes

13. Remuneration and Indemnification: Trustee's fees and indemnification provisions

14. Amendments and Waivers: Procedures for amending the deed and conditions for waivers

15. Termination: Circumstances and procedures for terminating the trust

16. Notices: Communication procedures between parties

17. Governing Law and Jurisdiction: Specifies South African law as governing law and jurisdiction