Common use of Australian Security Trustee Clause in Contracts

Australian Security Trustee. (a) In this Agreement, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of Agent (or any other Person acting in such capacity) in its capacity as Australian Security Trustee to the extent that the rights, remedies, deliveries, indemnities or other obligations relate to the Australian Security Documents or the security thereby created. Any obligations of Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of Agent in its capacity as Australian Security Trustee to the extent that the obligations relate to any Australian Security Document or the security thereby created. Additionally, in its capacity as Australian Security Trustee, Agent (or any other Person acting in such capacity) shall have: (i) all the rights, remedies and benefits in favor of Agent contained in the provisions of the whole of this Section 15.14; (ii) all the powers of an absolute owner of the security constituted by the Australian Security Documents; and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Australian Security Documents. (b) Each Australian Bank Product Provider, Australian Issuing Bank, Australian Revolving Lender, Australian Swing Lender, Australian Hedge Provider and the Agent (the “Australian Secured Creditors”) appoint Australian Security Trustee under and pursuant to the terms of the Australian Security Trust Deed to act as its trustee under and in relation to the Australian Security Documents and any other Loan Document which the Australian Security Trustee may enter into from time to time and each Australian Secured Creditor (and each Australian Bank Product Provider shall be deemed to) authorize Australian Security Trustee under the terms of the Australian Security Trust Deed to exercise such rights, remedies, powers and discretions as are specifically delegated to Australian Security Trustee by the terms of the Australian Security Trust Deed and the Loan Documents together with all such rights, remedies, powers and discretions as are reasonably incidental thereto and Australian Security Trustee accepts that appointment. (c) Each Australian Secured Creditor hereby (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to): (i) acknowledges that they are aware of, and consent to, the terms of the Australian Security Trust Deed; and (ii) agrees to comply with and be bound by the Australian Security Trust Deed as a Beneficiary (as that term is defined in the Australian Security Trust Deed); (iii) acknowledges that it has received a copy of the Australian Security Trust Deed together with the other information which it has required in connection with the Australian Security Trust Deed, the Australian Security Documents and the other Loan Documents to which the Australian Security Trustee is a party; (iv) without limiting the general application of paragraph (i) above, acknowledges and agrees as specified in Section 7.12 of the Australian Security Trust Deed and provides the indemnities as specified in Section 10.3 of the Australian Security Trust Deed; and (v) without limiting the general application of paragraph (i) above, for consideration received, irrevocably appoints as its attorney each person who under the terms of the Australian Security Trust Deed is appointed an attorney of a Beneficiary (as defined in the Australian Security Trust Deed) on the same terms and for the same purposes as contained in the Australian Security Trust Deed. This clause is executed as a deed poll in favor of Australian Security Trustee and each Beneficiary (as defined in the Australian Security Trust Deed) from time to time. (d) The Australian Secured Creditors (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to) agree that at any time that the Australian Security Trustee shall be a Person other than Agent, such other Person shall have the rights, remedies, benefits and powers granted to the Agent in its capacity as Australian Security Trustee in this Agreement.

Australian Security Trustee. (a) In this Agreement, any rights Solely in connection with the Loan Documents that are governed by Australian law and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, solely insofar as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of Collateral Agent (or any other Person is acting in such capacity) in its capacity as Australian Security Trustee to in respect thereof: (a) Each of the extent that Secured Parties hereby irrevocably appoints the rights, remedies, deliveries, indemnities or other obligations relate to Collateral Agent as its security trustee (the “Australian Security Documents or Trustee”), and authorizes the security thereby created. Any obligations of Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of Agent in its capacity as Australian Security Trustee to the extent that the obligations relate to any Australian Security Document or the security thereby created. Additionallytake such actions on its behalf, in its capacity as Australian Security Trustee, Agent (or any other Person acting in such capacity) shall have: (i) all the rights, remedies and benefits in favor of Agent contained in the provisions including execution of the whole of this Section 15.14; (ii) all the powers of an absolute owner of the security constituted by the Australian Security Documents; and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Australian Security Documents. (b) Each Australian Bank Product Provider, Australian Issuing Bank, Australian Revolving Lender, Australian Swing Lender, Australian Hedge Provider and the Agent (the “Australian Secured Creditors”) appoint Australian Security Trustee under and pursuant to the terms of the Australian Security Trust Deed to act as its trustee under and in relation to the Australian Security Documents and any other Loan Document which the Australian Security Trustee may enter into from time to time Documents, as applicable, and each Australian Secured Creditor (and each Australian Bank Product Provider shall be deemed to) authorize Australian Security Trustee under the terms of the Australian Security Trust Deed to exercise such rights, remedies, powers and discretions as are specifically delegated to the Australian Security Trustee by the terms of the Australian Security Trust Deed and the Loan Documents Documents, together with all such rights, remedies, actions and powers and discretions as are reasonably incidental thereto thereto. All of the Secured Parties (other than the Administrative Agent and the Collateral Agent to the extent provided herein) agree and acknowledge that they will take no action in respect of the Security Documents governed by Australian law (including communicating with the Borrower) except through the Australian Security Trustee. The express powers granted to the Australian Security Trustee accepts that appointmentare in addition to any other power or rights it has under any other law. In relation to anything the Australian Security Trustee does or omits to do, the Borrower need not enquire (i) whether the Australian Security Trustee needed to consult with or has consulted with the Lenders, (ii) whether any Lender has instructed the Australian Security Trustee, or (iii) about the terms of any instructions. As between the Australian Security Trustee and the Borrower, all action of the Australian Security Trustee as security trustee for the Lenders is deemed to be authorized unless the Borrower has actual notice to the contrary. (b) The Australian Security Trustee may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Loan Party. (c) The Australian Security Trustee may assume (unless it has received actual notice to the contrary in its capacity as security trustee for the Secured Parties) that any right, power, authority or discretion vested in any Secured Party or the Required Lenders has not been exercised. (d) Notwithstanding any other provision of any Loan Document to the contrary, (i) the Australian Security Trustee is not obliged to do or to omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality regardless of whether an Event of Default is continuing and (ii) the Australian Security Trustee need not act (whether or not on instruction from one or more Lenders) for so long as it is unable to act due to any cause beyond its control (including war, riot, natural disaster, labor dispute or law taking effect after the date of this Agreement). The Australian Security Trustee agrees to notify each Lender, each other Agent and the Borrower promptly after it determines that it is unable to act pursuant to clause (ii) of this Section 9.23(d). The Australian Security Trustee will have no responsibility for any liability or loss arising from, or any costs incurred in connection with, the Australian Security Trustee not acting for so long as it is unable to act pursuant to clause (ii) of this Section 9.23(d)). (e) Unless a contrary indication appears in any Loan Document, the Australian Security Trustee shall: (i) exercise any right, power, authority or discretion vested in it as Australian Security Trustee in accordance with any instructions given to it by the Administrative Agent (or, if so instructed by the Administrative Agent, refrain from acting or exercising any right, power, authority or discretion vested in it as Australian Security Trustee); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Secured Parties. Unless a contrary indication appears in a Loan Document, any instructions given to the Australian Security Trustee by the Administrative Agent will be binding on all the Secured Parties. The Australian Security Trustee may refrain from acting in accordance with the instructions of the Administrative Agent (or, if appropriate, the Secured Parties) until it has received such security as it may require for any cost, loss or liability (together with any associated indirect Tax) which it may incur in complying with the instructions. (f) Without limiting the rest of this clause (g), the Australian Security Trustee will not be liable for any action taken by it, or for omitting to take action under or in connection with any Loan Document in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment). No party (other than the Australian Security Trustee) may take any proceedings against any officer, employee or agent of the Australian Security Trustee in respect of any claim it might have against the Australian Security Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Loan Document and any officer, employee or agent of the Australian Security Trustee may rely on this Section 9.23. The Australian Security Trustee shall not be responsible or liable to the Secured Parties for any failure to monitor the Collateral. (g) Each Lender shall (in proportion to its share of the Loans) indemnify the Australian Secured Creditor hereby Security Trustee, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Australian Security Trustee (in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and each non-appealable judgment)) in acting as Australian Bank Product Provider Security Trustee under the Loan Documents (unless the Australian Security Trustee has been reimbursed by entering into the Borrower or any Loan Party pursuant to a Bank Product Provider Loan Document). (h) The Australian Security Trustee may treat the Administrative Agent as the agent entitled to payments under this Agreement is deemed to):and acting through its facility office unless it has received not less than five (5) Business Days prior notice from the Administrative Agent to the contrary in accordance with the terms of this Agreement. (i) acknowledges that they are aware of, and consent to, the terms of Any amount payable to the Australian Security Trust Deed; and (ii) agrees to comply with and be bound by Trustee under the Loan Documents shall include the cost of utilizing the Australian Security Trust Deed Trustee’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as a Beneficiary (as that term is defined in the Australian Security Trust Deed); (iii) acknowledges that it has received a copy of Trustee may notify to the Borrower and the Secured Parties, and is in addition to any fee paid or payable to the Australian Security Trust Deed together with the other information which it has required in connection with Trustee under any Loan Document. (j) If any party owes an amount to the Australian Security Trust DeedTrustee under any Loan Document, the Australian Security Documents and the other Loan Documents Trustee may, after giving notice to such party, deduct an amount not exceeding that amount from any payments to such party which the Australian Security Trustee is a party; (iv) without limiting would otherwise be obliged to make under such Loan Document and apply the general application of paragraph (i) above, acknowledges and agrees as specified amount deducted in Section 7.12 or towards satisfaction of the Australian Security Trust Deed and provides amount owed. For the indemnities as specified in Section 10.3 purposes of the Australian Security Trust Deed; and (v) without limiting the general application of paragraph (i) aboveLoan Document, for consideration received, irrevocably appoints as its attorney each person who under the terms of the Australian Security Trust Deed is appointed an attorney of a Beneficiary (as defined in the Australian Security Trust Deed) on the same terms and for the same purposes as contained in the Australian Security Trust Deed. This clause is executed as a deed poll in favor of Australian Security Trustee and each Beneficiary (as defined in the Australian Security Trust Deed) from time to time. (d) The Australian Secured Creditors (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to) agree that at any time that the Australian Security Trustee such party shall be a Person other than Agent, such other Person shall have the rights, remedies, benefits and powers granted to the Agent in its capacity regarded as Australian Security Trustee in this Agreementhaving received any amount so deducted.

Australian Security Trustee. (a) In this AgreementEach of the Secured Parties hereby irrevocably appoints the Australian Security Trustee as its security trustee, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, as authorizes the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of Agent (or any other Person acting in such capacity) in its capacity as Australian Security Trustee to the extent that the rightstake such actions on its behalf, remedies, deliveries, indemnities or other obligations relate to the Australian Security Documents or the security thereby created. Any obligations of Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of Agent in its capacity as Australian Security Trustee to the extent that the obligations relate to any Australian Security Document or the security thereby created. Additionally, in its capacity as Australian Security Trustee, Agent (or any other Person acting in such capacity) shall have: (i) all the rights, remedies and benefits in favor of Agent contained in the provisions including execution of the whole of this Section 15.14; (ii) all the powers of an absolute owner of the security constituted by the Australian Security Documents; and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Australian Security Documents. (b) Each Australian Bank Product Provider, Australian Issuing Bank, Australian Revolving Lender, Australian Swing Lender, Australian Hedge Provider and the Agent (the “Australian Secured Creditors”) appoint Australian Security Trustee under and pursuant to the terms of the Australian Security Trust Deed to act as its trustee under and in relation to the Australian Security Documents and any other Loan Document which the Australian Security Trustee may enter into from time to time Documents, as applicable, and each Australian Secured Creditor (and each Australian Bank Product Provider shall be deemed to) authorize Australian Security Trustee under the terms of the Australian Security Trust Deed to exercise such rights, remedies, powers and discretions as are specifically delegated to the Australian Security Trustee by the terms of the Australian Security Trust Deed and the Loan Documents Documents, together with all such rights, remedies, actions and powers and discretions as are reasonably incidental thereto thereto. All of the Secured Parties (other than the Administrative Agent and the Collateral Agent to the extent provided herein) agree and acknowledge that they will take no action in respect of the Australian Security Agreements (including communicating with the Borrowers) except through the Australian Security Trustee. The express powers granted to the Australian Security Trustee accepts are in addition to any other power or rights it has under any other law. In relation to anything the Australian Security Trustee does or omits to do, a Borrower need not enquire (i) whether the Australian Security Trustee needed to consult with or has consulted with the Lenders, (ii) whether any Lender has instructed the Australian Security Trustee, or (iii) about the terms of any instructions. As between the Australian Security Trustee and any Borrower, all action the Australian Security Trustee as security trustee for the Lenders is taken to be authorized unless such Borrower has actual notice to the contrary. (b) The Australian Security Trustee shall promptly forward to a party the original or a copy of any document which is delivered to the Australian Security Trustee for that appointmentparty by any other party. If the Australian Security Trustee receives notice from a party referring to this Agreement, describing a Default or an Event of Default and stating that the circumstance described is a Default or an Event of Default, it shall promptly notify the Administrative Agent. If the Australian Security Trustee is aware of the non-payment of any principal, interest, commitment fee or other fee payable to any other Secured Party under this Agreement, it shall promptly notify such other Secured Party. The Australian Security Trustee’s duties under the Loan Documents are solely mechanical and administrative in nature. The Australian Security Trustee has no other duties except as expressly provided in the Loan Documents. (c) Each Australian Secured Creditor hereby (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to): (i) acknowledges that they are aware of, and consent to, the terms of the Australian Security Trust Deed; and (ii) agrees to comply with and be bound by the Australian Security Trust Deed as a Beneficiary (as that term is defined in the Australian Security Trust Deed); (iii) acknowledges that it has received a copy of the Australian Security Trust Deed together with the other information which it has required in connection with the Australian Security Trust Deed, the Australian Security Documents and the other Loan Documents to which the The Australian Security Trustee is a party; (iv) without limiting the general application may accept deposits from, lend money to and generally engage in any kind of paragraph (i) above, acknowledges and agrees as specified in Section 7.12 of the Australian Security Trust Deed and provides the indemnities as specified in Section 10.3 of the Australian Security Trust Deed; and (v) without limiting the general application of paragraph (i) above, for consideration received, irrevocably appoints as its attorney each person who under the terms of the Australian Security Trust Deed is appointed an attorney of a Beneficiary (as defined in the Australian Security Trust Deed) on the same terms and for the same purposes as contained in the Australian Security Trust Deed. This clause is executed as a deed poll in favor of Australian Security Trustee and each Beneficiary (as defined in the Australian Security Trust Deed) from time to timebanking or other business with any Loan Party. (d) The Australian Security Trustee may assume (unless it has received actual notice to the contrary in its capacity as security trustee for the Secured Creditors Parties) that any right, power, authority or discretion vested in any party or the Required Lenders has not been exercised. (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed toe) agree that at Notwithstanding any time that other provision of any Loan Document to the contrary, (i) the Australian Security Trustee shall be a Person other than Agent, such other Person shall have the rights, remedies, benefits and powers granted is not obliged to the Agent do or to omit to do anything if it would or might in its capacity reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality, (ii) the Australian Security Trustee need not act (whether or not on instruction from one or more Lenders) for so long as it is unable to act due to any cause beyond its control (including war, riot, natural disaster, labor dispute or law taking effect after the date of this Agreement). The Australian Security Trustee agrees to notify each Lender, each other Agent and the Australian Borrower promptly after it determines that it is unable to act pursuant to clause (ii) of this Section 9.11(e). The Australian Security Trustee will have no responsibility for any liability or loss arising from, or any costs incurred in connection with, the Australian Security Trustee not acting for so long as it is unable to act pursuant to clause (ii) of this Section 9.11(e)). (f) Unless a contrary indication appears in any Loan Document, the Australian Security Trustee shall: (i) exercise any right, power, authority or discretion vested in it as Australian Security Trustee in accordance with any instructions given to it by the Administrative Agent (or, if so instructed by the Administrative Agent, refrain from acting or exercising any right, power, authority or discretion vested in it as Australian Security Trustee); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Secured Parties. Unless a contrary indication appears in a Loan Document, any instructions given to the Australian Security Trustee by the Administrative Agent will be binding on all the Secured Parties. The Australian Security Trustee may refrain from acting in accordance with the instructions of the Administrative Agent (or, if appropriate, the Secured Parties) until it has received such security as it may require for any cost, loss or liability (together with any associated indirect Tax) which it may incur in complying with the instructions. The Australian Security Trustee is not authorized to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Loan Document. (g) Without limiting the rest of this clause (g), the Australian Security Trustee will not be liable for any action taken by it, or for omitting to take action under or in connection with any Loan Document, unless directly caused by its gross negligence or willful misconduct. No party (other than the Australian Security Trustee) may take any proceedings against any officer, employee or agent of the Australian Security Trustee in respect of any claim it might have against the Australian Security Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Loan Document and any officer, employee or agent of the Australian Security Trustee may rely on this Article IX. The Australian Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to be paid by the Australian Security Trustee if the Australian Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Australian Security Trustee for that purpose. (h) Each Lender shall (in proportion to its share of the aggregate Revolving Commitments at any time or, if the aggregate Revolving Commitments at such time are zero, to its share of the aggregate Revolving Commitments immediately prior to their reduction to zero) indemnify the Australian Security Trustee, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Australian Security Trustee (otherwise than by reason of the Australian Security Trustee’s fraud, negligence or willful misconduct) in acting as Australian Security Trustee under the Loan Documents (unless the Australian Security Trustee has been reimbursed by a Borrower pursuant to a Loan Document). (i) The Australian Security Trustee may treat the Administrative Agent as the agent entitled to payments under this Agreement and acting through its facility office unless it has received not less than five (5) Business Days prior notice from the Administrative Agent to the contrary in accordance with the terms of this Agreement. (j) Any amount payable to the Australian Security Trustee under the Loan Documents shall include the cost of utilizing the Australian Security Trustee’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Australian Security Trustee may notify to the Borrowers and the Secured Parties, and is in addition to any fee paid or payable to the Australian Security Trustee under any Loan Document. (k) If any party owes an amount to the Australian Security Trustee under any Loan Document, the Australian Security Trustee may, after giving notice to such party, deduct an amount not exceeding that amount from any payments to such party which the Australian Security Trustee would otherwise be obliged to make under such Loan Document and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Loan Document, such party shall be regarded as having received any amount so deducted.

Australian Security Trustee. (a) In this AgreementEach of the Administrative Agent, any rights the Lenders, the Hedge Parties and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of Agent (or any other Person acting in such capacity) in its capacity as Cash Management Banks appoint the Australian Security Trustee to act as security trustee under and in connection with the extent that Secured Credit Documents (as defined in the Australian Security Trust Deed) and this Agreement. The Australian Security Trustee accepts this appointment. (b) Each of the Administrative Agent, the Lenders, the Hedge Parties and the Cash Management Banks hereby irrevocably authorizes the Australian Security Trustee to exercise such rights, remedies, deliveriespowers and discretions as are specifically delegated to it by the terms of any Secured Credit Document, indemnities together with all such rights, remedies, powers and discretions as are reasonably incidental hereto, and agrees to be bound by such action properly taken or properly not taken by the Australian Security Trustee. Any reference in this Agreement to Liens or other obligations relate security interests stated to be in favor of the Administrative Agent shall be construed so as to include a reference to Liens or other security interests granted in favor of the Australian Security Trustee under any Security Document governed by Australian law. (c) A successor to the Australian Security Documents or the security thereby created. Any obligations of Agent (or any other Person acting in such capacity) Trustee as provided for in this Agreement shall be obligations of Agent in its capacity as Australian Security Trustee to the extent that the obligations relate to any Australian Security Document or the security thereby created. Additionally, in its capacity as Australian Security Trustee, Agent (or any other Person acting in such capacity) Article X shall have: (i) all the rights, remedies and benefits in favor of Agent contained in subject to the provisions of the whole of this Section 15.14; any Security Document governed by Australian law, (iii) all the powers of an absolute owner of the security constituted by the Australian such Security Documents; and Document and (iiiii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Australian Security Documents. (b) Each Australian Bank Product Provider, Australian Issuing Bank, Australian Revolving Lender, Australian Swing Lender, Australian Hedge Provider and the Agent (the “Australian Secured Creditors”) appoint Australian Security Trustee under and pursuant to the terms any of the Australian Security Trust Deed to act as its trustee under and in relation to the Australian Security Documents and any other Loan Document which the Australian Security Trustee may enter into from time to time and each Australian Secured Creditor (and each Australian Bank Product Provider shall be deemed to) authorize Australian Security Trustee under the terms of the Australian Security Trust Deed to exercise such rights, remedies, powers and discretions as are specifically delegated to Australian Security Trustee by the terms of the Australian Security Trust Deed and the Loan Documents together with all such rights, remedies, powers and discretions as are reasonably incidental thereto and Australian Security Trustee accepts that appointment. (c) Each Australian Secured Creditor hereby (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to): (i) acknowledges that they are aware of, and consent to, the terms of the Australian Security Trust Deed; and (ii) agrees to comply with and be bound by the Australian Security Trust Deed as a Beneficiary (as that term is defined in the Australian Security Trust Deed); (iii) acknowledges that it has received a copy of the Australian Security Trust Deed together with the other information which it has required in connection with the Australian Security Trust Deed, the Australian Security Documents and the other Loan Documents to which the Australian Security Trustee is a party; (iv) without limiting the general application of paragraph (i) above, acknowledges and agrees as specified in Section 7.12 of the Australian Security Trust Deed and provides the indemnities as specified in Section 10.3 of the Australian Security Trust Deed; and (v) without limiting the general application of paragraph (i) above, for consideration received, irrevocably appoints as its attorney each person who under the terms of the Australian Security Trust Deed is appointed an attorney of a Beneficiary (as defined in the Australian Security Trust Deed) on the same terms and for the same purposes as contained in the Australian Security Trust Deed. This clause is executed as a deed poll in favor of Australian Security Trustee and each Beneficiary (as defined in the Australian Security Trust Deed) from time to timeCredit Documents. (d) The Australian Secured Creditors (Each of the Administrative Agent, the Lenders, the Hedge Parties and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to) the Cash Management Banks agree that at any time that the beneficiary of the Liens under any Security Document governed by Australian Security Trustee law shall be a Person other than Agentthe Australian Security Trustee, such other Person shall have the rights, remedies, benefits and powers granted to the Administrative Agent in its capacity as this Agreement and/or in any Security Document governed by Australian law. Nothing in this Article X shall require the Australian Security Trustee to act as a trustee at common law or to hold any property on trust in any jurisdiction outside of Australia that may not operate under principles of trust or where such trust would not be recognized or its effects would not be enforceable. (e) Notwithstanding any other provision in this Agreement: (i) the Australian Security Trustee need not act (whether or not on instructions from one or more of the Administrative Agent, the Lenders, the Hedge Parties and Cash Management Banks) if it is impossible to act due to any cause beyond its control (including war, riot, natural disaster, labour dispute, or law taking effect after the date of this Agreement). The Australian Security Trustee agrees to notify the Administrative Agent, the Lenders, the Hedge Parties and Cash Management Banks and each Credit Party promptly after it determines it is unable to act; and (ii) the Australian Security Trustee has no responsibility or liability for any loss or expense suffered or incurred by any party as a result of its not acting for so long as the impossibility under this Section 10.13(e) continues. However, the Australian Security Trustee agrees to make reasonable efforts to avoid or remove the causes of non-performance and agrees to continue performance under this Agreement promptly when the causes are removed.

Australian Security Trustee. (a) In this AgreementEach of the Secured Parties hereby irrevocably appoints the Australian Security Trustee as its security trustee, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, as authorizes the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of Agent (or any other Person acting in such capacity) in its capacity as Australian Security Trustee to the extent that the rightstake such actions on its behalf, remedies, deliveries, indemnities or other obligations relate to the Australian Security Documents or the security thereby created. Any obligations of Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of Agent in its capacity as Australian Security Trustee to the extent that the obligations relate to any Australian Security Document or the security thereby created. Additionally, in its capacity as Australian Security Trustee, Agent (or any other Person acting in such capacity) shall have: (i) all the rights, remedies and benefits in favor of Agent contained in the provisions including execution of the whole of this Section 15.14; (ii) all the powers of an absolute owner of the security constituted by the Australian Security Documents; and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Australian Security Documents. (b) Each Australian Bank Product Provider, Australian Issuing Bank, Australian Revolving Lender, Australian Swing Lender, Australian Hedge Provider and the Agent (the “Australian Secured Creditors”) appoint Australian Security Trustee under and pursuant to the terms of the Australian Security Trust Deed to act as its trustee under and in relation to the Australian Security Documents and any other Loan Document which the Australian Security Trustee may enter into from time to time Documents, as applicable, and each Australian Secured Creditor (and each Australian Bank Product Provider shall be deemed to) authorize Australian Security Trustee under the terms of the Australian Security Trust Deed to exercise such rights, remedies, powers and discretions as are specifically delegated to the Australian Security Trustee by the terms of the Australian Security Trust Deed and the Loan Documents Documents, together with all such rights, remedies, actions and powers and discretions as are reasonably incidental thereto thereto. All of the Secured Parties (other than the Administrative Agent and the Collateral Agent to the extent provided herein) agree and acknowledge that they will take no action in respect of the Australian Security Agreements (including communicating with the Borrowers) except through the Australian Security Trustee. The express powers granted to the Australian Security Trustee accepts are in addition to any other power or rights it has under any other law. In relation to anything the Australian Security Trustee does or omits to do, a Borrower need not enquire (i) whether the Australian Security Trustee needed to consult with or has consulted with the Lenders, (ii) whether any Lender has instructed the Australian Security Trustee, or (iii) about the terms of any instructions. As between the Australian Security Trustee and any Borrower, all action the Australian Security Trustee as security trustee for the Lenders is taken to be authorized unless such Borrower has actual notice to the contrary. (b) The Australian Security Trustee shall promptly forward to a party the original or a copy of any document which is delivered to the Australian Security Trustee for that appointmentparty by any other party. If the Australian Security Trustee receives notice from a party referring to this Agreement, describing a Default or an Event of Default and stating that the circumstance described is a Default or an Event of Default, it shall promptly notify the Administrative Agent. If the Australian Security Trustee is aware of the non-payment of any principal, interest, commitment fee or other fee payable to any other Secured Party under this Agreement, it shall promptly notify such other Secured Party. The Australian Security Trustee’s duties under the Loan Documents are solely mechanical and administrative in nature. The Australian Security Trustee has no other duties except as expressly provided in the Loan Documents. (c) Each Australian Secured Creditor hereby (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to): (i) acknowledges that they are aware of, and consent to, the terms of the Australian Security Trust Deed; and (ii) agrees to comply with and be bound by the Australian Security Trust Deed as a Beneficiary (as that term is defined in the Australian Security Trust Deed); (iii) acknowledges that it has received a copy of the Australian Security Trust Deed together with the other information which it has required in connection with the Australian Security Trust Deed, the Australian Security Documents and the other Loan Documents to which the The Australian Security Trustee is a party; (iv) without limiting the general application may accept deposits from, lend money to and generally engage in any kind of paragraph (i) above, acknowledges and agrees as specified in Section 7.12 of the Australian Security Trust Deed and provides the indemnities as specified in Section 10.3 of the Australian Security Trust Deed; and (v) without limiting the general application of paragraph (i) above, for consideration received, irrevocably appoints as its attorney each person who under the terms of the Australian Security Trust Deed is appointed an attorney of a Beneficiary (as defined in the Australian Security Trust Deed) on the same terms and for the same purposes as contained in the Australian Security Trust Deed. This clause is executed as a deed poll in favor of Australian Security Trustee and each Beneficiary (as defined in the Australian Security Trust Deed) from time to timebanking or other business with any Loan Party. (d) The Australian Security Trustee may assume (unless it has received actual notice to the contrary in its capacity as security trustee for the Secured Creditors Parties) that any right, power, authority or discretion vested in any party or the Required Lenders has not been exercised. (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed toe) agree that at Notwithstanding any time that other provision of any Loan Document to the contrary, (i) the Australian Security Trustee shall be a Person other than Agent, such other Person shall have the rights, remedies, benefits and powers granted is not obliged to the Agent do or to omit to do anything if it would or might in its capacity as reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality, (ii) the Australian Security Trustee in need not act (whether or not on instruction from one or more Lenders) for so long as it is unable to act due to any cause beyond its control (including war, riot, natural disaster, labor dispute or law taking effect after the date of this Agreement). The Australian Security Trustee agrees to notify each Lender, each other Agent and the Australian Borrower promptly after it determines that it is unable to act pursuant to clause (ii) of this Section 9.11(e). The Australian Security Trustee will have no responsibility for any liability or loss arising from, or any costs incurred in connection with, the Australian Security Trustee not acting for so long as it is unable to act pursuant to clause (ii) of this Section 9.11(e)).

Australian Security Trustee. (a) In this Agreement, any Any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of the Agent (or any other Person acting in such capacity) in its capacity as Australian Security Trustee to the extent that the rights, remedies, deliveries, indemnities or other obligations relate to the Australian Debtors, the Australian Security Documents or the security thereby created. Any obligations of the Agent (or any other Person acting in such capacity) in this Agreement shall be obligations of the Agent in its capacity as Australian Security Trustee to the extent that the such obligations relate to any the Australian Security Document Documents or the security thereby created. Additionally, in its capacity as Australian Security Trustee, the Agent (or any other Person acting in such capacity) shall have: (i) all the rights, remedies and benefits in favor of the Agent contained in the provisions of the whole of this Section 15.149 of Annex B; (ii) all the powers of an absolute owner of the security constituted by the Australian Security Documents; and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Australian Security Documents. (b) Each Australian Bank Product Provider, Australian Issuing Bank, Australian Revolving Lender, Australian Swing Lender, Australian Hedge Provider and Secured Party appoints the Agent (the “Australian Secured Creditors”) appoint Australian Security Trustee under and pursuant to the terms of the Australian Security Trust Deed Poll to act as its trustee under and in relation to the Australian Security Documents and any other Loan Document which to hold the assets subject to the security thereby created as trustee for Secured Parties on trust and on the terms contained in the Australian Security Trustee may enter into from time to time Documents and each Australian of the Secured Creditor (and each Australian Bank Product Provider shall be deemed to) authorize Parties authorizes the Australian Security Trustee under the terms of the Australian Security Trust Deed Poll to exercise such rights, remedies, powers and discretions as are specifically delegated to the Australian Security Trustee by the terms of the Australian Security Trust Deed and the Loan Documents together with all such rights, remedies, powers and discretions as are reasonably incidental thereto and the Australian Security Trustee accepts that appointment. (c) Each On and from the date the Australian Security Trust Deed Poll is entered into, each Secured Creditor hereby (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to):Party hereby: (i) acknowledges that they are it is aware of, and consent consents to, the terms of the Australian Security Trust Deed; andDeed Poll; (ii) agrees to comply with and be bound by the Australian Security Trust Deed Poll as a Security Beneficiary (as that term is defined in the Australian Security Trust DeedDeed Poll); (iii) acknowledges that it has received a copy of the Australian Security Trust Deed Poll together with the other information which it has required in connection with the Australian Security Trust Deed, the Australian Security Documents Deed Poll and the other Loan Documents to which the Australian Security Trustee is a party; (iv) without limiting the general application of paragraph (i) above, acknowledges and agrees as specified in Section 7.12 of the Australian Security Trust Deed and provides the indemnities as specified in Section 10.3 of the Australian Security Trust Deedthis Agreement; and (viv) without limiting the general application of paragraph (i) above, for consideration received, irrevocably appoints as its attorney each person who under the terms of the Australian Security Trust Deed Xxxx Xxxx is appointed an attorney of a Security Beneficiary (as defined in the Australian Security Trust DeedDeed Poll) on the same terms and for the same purposes as contained in the Australian Security Trust Deed. This clause is executed as a deed poll in favor of Australian Security Trustee and each Beneficiary (as defined in the Australian Security Trust Deed) from time to timeDeed Poll. (d) The Australian Secured Creditors (and each Australian Bank Product Provider by entering into a Bank Product Provider Agreement is deemed to) Parties agree that at any time that the Australian Security Trustee shall be a Person other than Agent, such other Person shall have the rights, remedies, benefits and powers granted to the Agent in its capacity as Australian Security Trustee in this Agreement. (e) On and from the date the Australian Security Trust Deed Poll is entered into, each Debtor that has granted a Security Interest (as that term is defined in the Australian Security Trust Deed Poll) under the Australian Security Documents hereby: (i) acknowledges that it is aware of, and consents to, the terms of the Australian Security Trust Deed Poll; and (ii) acknowledges that it has received a copy of the Australian Security Trust Deed Poll together with the other information which it has required in connection with the Australian Security Trust Deed Poll and this Agreement. (f) This Section 9 of Xxxxx X is executed as a deed poll in favor of the Australian Security Trustee and each Security Beneficiary (as defined in the Australian Security Trust Deed Poll) from time to time. The laws of New South Wales govern this Section 9 of Annex B and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and of Australia in relation to this Section 9 of Annex B.