Common use of Security Trust Deed Clause in Contracts

Security Trust Deed. The Security Trust Deed is entered into by Sequoia Specialist Investments Pty Ltd (Sequoia) and the Security Trustee. Under the Security Trust Deed, the Security Trustee is appointed as trustee of the Trust and enters into the Security (including the Hedge Security Deed) in that capacity. Sequoia grants a Security Interest over the relevant Secured Property of each Series in favour of the Security Trustee under the Hedge Security Deed (explained above). The Security Trustee will then hold a security interest in respect of the relevant Secured Property of each Series on trust for itself and each Investor (in proportion to the number of Units an Investor holds and the performance of each Series) on the terms of the Security Trust Deed until such a time as the Secured Obligations for a Series are satisfied. The primary function of the Security Trustee is to exercise any right, power or remedy under the Security and enforce the Security of each Series on behalf of the Investors. Investors of a Series are not allowed to exercise these rights or have any direct recourse to the security constituted by the Security except through the Security Trustee. In exercising these powers, the Security Trustee may request the instructions of the Majority Investors (by way of convening a meeting of Investors) and act in accordance with them or may act as it considers is in the best interests of the Investors and itself as a whole or as it determines in its reasonable discretion. However, where the Majority Investors have instructed the Security Trustee to exercise a right, power, authority, discretion, or remedy of, or conferred on, the Security Trustee and the Security Trustee fails to do so within 5 Business Days, the Majority Investors may act on behalf of the Security Trustee to exercise the right, power, authority, discretion, or remedy. The Security Trustee can resign as trustee of the Trust at any time by giving at least 30 days’ written notice. However, it is a term of the Security Trust Deed that the resignation of the Security Trustee does not take effect until a successor Security Trustee is appointed. The liability of the Security Trustee in respect of each Series and the Trust is limited under the terms of the Security Trust Deed. In particular, the Security Trustee (and its directors, specified persons acting on its behalf, employees, agents or attorneys) are not liable for any loss or damage occurring as a result of it exercising, failing to exercise or purporting to exercise any powers under the Security Trust Deed or in relation to the Transaction Documents, any failure of the Issuer or a Hedge Counterparty to comply with its obligations or for acting or not acting in accordance with the instructions of the Investors or Majority Investors. Additionally, the Security Trustee’s liability in respect of each Series and the Trust is limited to and can be enforced against the Security Trustee only to the extent to which it can be satisfied out of any property held by the Security Trustee in respect of the Trust out of which the Security Trustee is actually indemnified for the liability. This limitation of the Security Trustee’s liability applies despite any other provision of the Transaction Documents and extends to all liabilities and obligations of the Security Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Transaction Documents and the Trust. Sequoia and the Investors may not sue the Security Trustee in any capacity other than as trustee of the Trust, including seeking the appointment of a receiver (except in relation to property of the Trust), a liquidator, an administrator or any other similar person to the Security Trustee or prove in any liquidation of or affecting the Security Trustee (exception in relation to the property of the Trust). Sequoia and the Investors waive their rights and release the Security Trustee from any personal liability in respect of any loss or damage which any of them may suffer as a consequence of a failure of the Security Trustee to perform its obligations under or in connection with the Transaction Documents, which cannot be paid or satisfied out of any property held by the Security Trustee in respect of the Trust. The limitation of liability does not, under the terms of the Security Trust Deed, apply to any obligation or liability of the Security Trustee to the extent arising as a result of the Security Trustee’s fraud, gross negligence or wilful default. The Security Trustee is not obliged to take any action or exercise any of its powers until it is first indemnified to its reasonable satisfaction. Investors will receive payment only after the fees, costs, expenses or other sums incurred or payable by or to the Security Trustee have been paid. This includes any fees payable to the Security Trustee by the Issuer. A copy of the Security Trust Deed is available upon request. Please contact Sequoia Specialist Investments on 02 8114 2222. There are some circumstances in which events in relation to one Series will impact on other Series. These are as follows:

Security Trust Deed. The Security Trust Deed is entered into by Sequoia Specialist Investments Pty Ltd (Sequoia) and the Security Trustee. Under the Security Trust Deed, the Security Trustee is appointed as trustee of the each Separate Trust and enters into the Security (including the Hedge Security DeedDeed of a Series) in that capacity. The Security Trust Deed is a Master Security Trust Deed and a number of Separate Trusts are created under the Security Trust Deed. A Separate Trust is created in relation to each Series of Units. Sequoia grants a Security Interest over the relevant Secured Property of each for that Series in favour of the Security Trustee under the Hedge Security Deed (explained above). The Security Trustee will then hold a security interest in respect of the relevant Secured Property of each that Series on trust for itself and each Investor (in proportion to the number of Units an Investor holds and the performance of each Seriesholds) on the terms of the Security Trust Deed until such a time as termination of the Secured Obligations for a Series are satisfiedSeparate Trust. The primary function of the Security Trustee is to exercise any right, power or remedy under the Security and enforce the Security of each a Series on behalf of the InvestorsInvestors of that Series. Investors of a Series are not allowed to exercise these rights or have any direct recourse to the security constituted by the Security except through the Security Trustee. In exercising these powers, the Security Trustee may request the instructions of the Majority Investors (by way of convening a meeting of Investors) and act in accordance with them or may act as it considers is in the best interests of the Investors and itself as a whole or as it determines in its reasonable discretion. However, where the Majority Investors of a Series have instructed the Security Trustee to exercise a right, power, authority, discretion, or remedy of, or conferred on, the Security Trustee and the Security Trustee fails to do so within 5 Business Days, the Majority Investors of that Series may act on behalf of the Security Trustee to exercise the right, power, authority, discretion, or remedy. Each Separate Trust created under Security Trust Deed will terminate in certain circumstances including when the Security Trustee is satisfied that Sequoia has irrevocably and unconditionally satisfied in full its Secured Obligations in respect of that Separate Trust and the Trust Fund for that Separate Trust is distributed in full. The Security Trustee can resign as trustee of the a Separate Trust at any time by giving at least 30 days’ written notice. However, it is a term of the Security Trust Deed that the resignation of the Security Trustee does not take effect until a successor Security Trustee is appointed. The liability of the Security Trustee in respect of each a Series and the a Separate Trust is limited under the terms of the Security Trust Deed. In particular, the Security Trustee (and its directors, specified persons acting on its behalf, employees, agents or attorneys) are not liable for any loss or damage occurring as a result of it exercising, failing to exercise or purporting to exercise any powers under the Security Trust Deed or in relation to the Transaction Documents, any failure of the Issuer or a Hedge Counterparty to comply with its obligations or for acting or not acting in accordance with the instructions of the Investors or Majority Investors. Additionally, the Security Trustee’s liability in respect of each a Series and the a Separate Trust is limited to and can be enforced against the Security Trustee only to the extent to which it can be satisfied out of any property held by the Security Trustee in respect of the that Separate Trust out of which the Security Trustee is actually indemnified for the liability. This limitation of the Security Trustee’s liability applies despite any other provision of the Transaction Documents and extends to all liabilities and obligations of the Security Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Transaction Documents and the a Separate Trust. Sequoia and the Investors may not sue the Security Trustee in any capacity other than as trustee of the a Separate Trust, including seeking the appointment of a receiver (except in relation to property of the Separate Trust), a liquidator, an administrator or any other similar person to the Security Trustee or prove in any liquidation of or affecting the Security Trustee (exception in relation to the property of the Separate Trust). Sequoia and the Investors waive their rights and release the Security Trustee from any personal liability in respect of any loss or damage which any of them may suffer as a consequence of a failure of the Security Trustee to perform its obligations under or in connection with the Transaction Documents, which cannot be paid or satisfied out of any property held by the Security Trustee in respect of the that Separate Trust. The limitation of liability does not, under the terms of the Security Trust Deed, apply to any obligation or liability of the Security Trustee to the extent arising as a result of the Security Trustee’s fraud, gross negligence or wilful default. The Security Trustee is not obliged to take any action or exercise any of its powers until it is first indemnified to its reasonable satisfaction. Investors will receive payment only after the fees, costs, expenses or other sums incurred or payable by or to the Security Trustee have been paid. This includes any fees payable to the Security Trustee by the Issuer. A copy of the Security Trust Deed is available upon request. Please contact Sequoia Specialist Investments on 02 8114 2222. There Despite the ringfencing arrangements described above, there are some circumstances in which events in relation to one Series will impact on other Series. These are as follows: