Common use of Capacity of Security Trustee Clause in Contracts

Capacity of Security Trustee. (a) Security Trustee enters into and performs this document and the transactions it contemplates only as the trustee of the Security Trust, except where expressly stated otherwise. This applies also in respect of any past and future conduct (including omissions) relating to this document or those transactions. (b) Under and in connection with this document and those transactions and conduct: (i) Security Trustee’s liability (including for negligence) is limited to the extent it can be satisfied out of the assets of the Security Trust. Security Trustee need not pay any such liability out of other assets; and (ii) another party may only do the following with respect to Security Trustee (but any resulting liability remains subject to the limitations in this clause): (A) prove and participate in, and otherwise benefit from, any form of insolvency administration of Security Trustee but only with respect to Security Trust assets; (B) exercise rights, powers and remedies with respect to Security Trust assets, including set-off; (C) enforce its security (if any) and exercise contractual rights; and (D) bring any proceedings against Security Trustee seeking relief or orders that are not inconsistent with the limitations in this clause, and may not: (E) bring other proceedings against Security Trustee; (F) take any steps to have Security Trustee placed in any form of insolvency administration or to have a receiver or receiver and manager appointed; or (G) seek by any means (including set-off) to have a liability of Security Trustee to that party (including for negligence) satisfied out of any assets of Security Trustee other than Security Trust assets. (c) Clauses 1.6(a) and 1.6(b) apply despite any other provision in this document but do not apply with respect to any liability of Security Trustee to another party (including for negligence): (i) to the extent that Security Trustee has no right or power to have Security Trust assets applied towards satisfaction of that liability, or its right or power to do so is subject to a deduction, reduction, limit or requirement to make good, in either case because Security Trustee’s behaviour was beyond power or improper in relation to the Security Trust; or (ii) under any provision which expressly binds Security Trustee other than as trustee of the Security Trust (whether or not it also binds it as trustee of the Security Trust). (d) The limitation in clause 1.6(b)(i) is to be disregarded for the purposes (but only for the purposes) of the rights and remedies described in clause 1.6(b)(ii), and interpreting this document and any security for it, including determining the following: (i) whether amounts are to be regarded as payable (and for this purpose damages or other amounts will be regarded as a payable if they would have been owed had a suit or action barred under clause 1.6(b)(ii) been brought); (ii) the calculation of amounts owing; or (iii) whether a breach or default has occurred, but any resulting liability will be subject to the limitations in this clause.

Capacity of Security Trustee. (a) Security Trustee enters into and performs this document and the transactions it contemplates only as the trustee of the Security Trust, except where expressly stated otherwise. This applies also in respect of any past and future conduct (including omissions) relating to this document or those transactions. (b) Under and in connection with this document and those transactions and conduct: (i) Security Trustee’s liability (including for negligence) is limited to the extent it can be satisfied out of the assets of the Security Trust. Security Trustee need not pay any such liability out of other assets; and (ii) another party may only do the following with respect to Security Trustee (but any resulting liability remains subject to the limitations in this clause): (A) prove and participate in, and otherwise benefit from, any form of insolvency administration of Security Trustee but only with respect to Security Trust assets; (B) exercise rights, powers and remedies with respect to Security Trust assets, including set-off; (C) enforce its security (if any) and exercise contractual rights; and (D) bring any proceedings against Security Trustee seeking relief or orders that are not inconsistent with the limitations in this clause, and may not: (E) bring other proceedings against Security Trustee;; DRAFT (F) take any steps to have Security Trustee placed in any form of insolvency administration or to have a receiver or receiver and manager appointed; or (G) seek by any means (including set-off) to have a liability of Security Trustee to that party (including for negligence) satisfied out of any assets of Security Trustee other than Security Trust assets. (c) Clauses 1.6(a) and 1.6(b) apply despite any other provision in this document but do not apply with respect to any liability of Security Trustee to another party (including for negligence): (i) to the extent that Security Trustee has no right or power to have Security Trust assets applied towards satisfaction of that liability, or its right or power to do so is subject to a deduction, reduction, limit or requirement to make good, in either case because Security Trustee’s behaviour was beyond power or improper in relation to the Security Trust; or (ii) under any provision which expressly binds Security Trustee other than as trustee of the Security Trust (whether or not it also binds it as trustee of the Security Trust). (d) The limitation in clause 1.6(b)(i) is to be disregarded for the purposes (but only for the purposes) of the rights and remedies described in clause 1.6(b)(ii), and interpreting this document and any security for it, including determining the following: (i) whether amounts are to be regarded as payable (and for this purpose damages or other amounts will be regarded as a payable if they would have been owed had a suit or action barred under clause 1.6(b)(ii) been brought); (ii) the calculation of amounts owing; or (iii) whether a breach or default has occurred, but any resulting liability will be subject to the limitations in this clause.

Capacity of Security Trustee. (a) Security Trustee enters into and performs this document and the transactions it contemplates only as the trustee of the Security Trust, except where expressly stated otherwise. This applies also in respect of any past and future conduct (including omissions) relating to this document or those transactions. (b) Under and in connection with this document and those transactions and conduct: (i) Security Trustee’s liability (including for negligence) is limited to the extent it can be satisfied out of the assets of the Security Trust. Security Trustee need not pay any such liability out of other assets; and (ii) another party may only do the following with respect to Security Trustee (but any resulting liability remains subject to the limitations in this clause): (A) prove and participate in, and otherwise benefit from, any form of insolvency administration of Security Trustee but only with respect to Security Trust assets; (B) exercise rights, powers and remedies with respect to Security Trust assets, including set-off; (C) enforce its security (if any) and exercise contractual rights; and (D) bring any proceedings against Security Trustee seeking relief or orders that are not inconsistent with the limitations in this clause, and may not:, (E) bring other proceedings against Security Trustee; (F) take any steps to have Security Trustee placed in any form of insolvency administration or to have a receiver or receiver and manager appointed; or (G) seek by any means (including set-off) to have a liability of Security Trustee to that party (including for negligence) satisfied out of any assets of Security Trustee other than Security Trust assets. (c) Clauses 1.6(a) and 1.6(b) apply despite any other provision in this document but do not apply with respect to any liability of Security Trustee to another party (including for negligence): (i) to the extent that Security Trustee has no right or power to have Security Trust assets applied towards satisfaction of that liability, or its right or power to do so is subject to a deduction, reduction, limit or requirement to make good, in either case because Security Trustee’s behaviour was beyond power or improper in relation to the Security Trust; or (ii) under any provision which expressly binds Security Trustee other than as trustee of the Security Trust (whether or not it also binds it as trustee of the Security Trust). (d) The limitation in clause 1.6(b)(i) is to be disregarded for the purposes (but only for the purposes) of the rights and remedies described in clause 1.6(b)(ii), and interpreting this document and any security for it, including determining the following: (i) whether amounts are to be regarded as payable (and for this purpose damages or other amounts will be regarded as a payable if they would have been owed had a suit or action barred under clause 1.6(b)(ii) been brought); (ii) the calculation of amounts owing; or (iii) whether a breach or default has occurred, but any resulting liability will be subject to the limitations in this clause.

Capacity of Security Trustee. (a) Security Trustee enters into and performs this document and the transactions it contemplates only as the trustee of the Security Trust, except where expressly stated otherwise. This applies also in respect of any past and future conduct (including omissions) relating to this document or those transactions. (b) Under and in connection with this document and those transactions and conduct: (i) Security Trustee’s liability (including for negligence) is limited to the extent it can be satisfied out of the assets of the Security Trust. Security Trustee need not pay any such liability out of other assets; and (ii) another party may only do the following with respect to Security Trustee (but any resulting liability remains subject to the limitations in this clause): (A) prove and participate in, and otherwise benefit from, any form of insolvency administration of Security Trustee but only with respect to Security Trust assets; (B) exercise rights, powers and remedies with respect to Security Trust assets, including set-off; (C) enforce its security (if any) and exercise contractual rights; and (D) bring any proceedings against Security Trustee seeking relief or orders that are not inconsistent with the limitations in this clause, and may not:, (E) bring other proceedings against Security Trustee; (F) take any steps to have Security Trustee placed in any form of insolvency administration or to have a receiver or receiver and manager appointed; or (G) seek by any means (including set-off) to have a liability of Security Trustee to that party (including for negligence) satisfied out of any assets of Security Trustee other than Security Trust assets. (c) Clauses 1.6(a) and 1.6(b) apply despite any other provision in this document but do not apply with respect to any liability of Security Trustee to another party (including for negligence): (i) to the extent that Security Trustee has no right or power to have Security Trust assets applied towards satisfaction of that liability, or its right or power to do so is subject to a deduction, reduction, limit or requirement to make good, in either case because Security Trustee’s behaviour was beyond power or improper in relation to the Security Trust; or (ii) under any provision which expressly binds Security Trustee other than as trustee of the Security Trust (whether or not it also binds it as trustee of the Security Trust). (d) The limitation in clause 1.6(b)(i) is to be disregarded for the purposes (but only for the purposes) of the rights and remedies described in clause 1.6(b)(ii1.6(b)(b)(ii), and interpreting this document and any security for it, including determining the following: (i) whether amounts are to be regarded as payable (and for this purpose damages or other amounts will be regarded as a payable if they would have been owed had a suit or action barred under clause 1.6(b)(ii) been brought); (ii) the calculation of amounts owing; or (iii) whether a breach or default has occurred, but any resulting liability will be subject to the limitations in this clause.

Capacity of Security Trustee. (a) (Capacity of Security Trustee): The Security Trustee enters into and performs this document and Deed as trustee for the transactions it contemplates only as the trustee of Beneficiaries under the Security Trust, except where expressly stated otherwiseTrust Deed. This applies also in respect of any past and future conduct (including omissions) relating to this document Deed or those transactions. (b) Under and in connection with this document and those transactions and conduct: (i) Limitation of liability): The Security Trustee’s 's liability (including for negligence) to the parties is limited to the extent it can be satisfied out of the assets of the Security Trust. The Security Trustee need not pay any such liability out of other assets; and. (iic) (No proceedings): Under and in connection with this Deed and those transactions and conduct, another party may only do the following with respect to the Security Trustee (but any resulting liability remains subject to the limitations in this clauseclause 1.9): (Ai) prove and participate in, and otherwise benefit from, any form of insolvency administration of the Security Trustee but only with respect to the Security Trust assets; (Bii) exercise rights, powers rights and remedies with respect to Security Trust assets, including set-off; (Ciii) enforce its security (if any) and exercise contractual rights; and (Div) bring any proceedings against the Security Trustee seeking relief or orders that are not inconsistent with the limitations in this clauseclause 1.9, and may not: (Ev) bring other proceedings against the Security Trustee; (Fvi) take any steps to have the Security Trustee placed in any form of insolvency administration or to have a receiver or receiver and manager appointed; or (Gvii) seek by any means (including set-off) to have a liability of the Security Trustee to that party (including for negligence) satisfied out of any assets of the Security Trustee other than Security Trust Trustee assets. (c) Clauses 1.6(a) and 1.6(b) apply despite any other provision in this document but do not apply with respect to any liability of Security Trustee to another party (including for negligence): (i) to the extent that Security Trustee has no right or power to have Security Trust assets applied towards satisfaction of that liability, or its right or power to do so is subject to a deduction, reduction, limit or requirement to make good, in either case because Security Trustee’s behaviour was beyond power or improper in relation to the Security Trust; or (ii) under any provision which expressly binds Security Trustee other than as trustee of the Security Trust (whether or not it also binds it as trustee of the Security Trust). (d) (No application): The provisions of this clause 1.9 will not apply to any obligation or liability of the Security Trustee to the extent that it is not satisfied because there is a reduction in the extent, or an extinguishment, of the Security Trustee’s indemnification out of the trust assets under the Security Trust Deed, because the Security Trustee has been guilty of fraud, wilful misconduct or gross negligence. (e) (Role of Security Trustee): Each party acknowledges that the Security Trustee holds the benefit of this Deed for the benefit of the Beneficiaries and, as between the Security Trustee and the Beneficiaries: (i) is bound to act on the instructions of the Beneficiaries in accordance with the terms of the Security Trust Deed; and (ii) in the absence of such instructions from the Beneficiaries, the Security Trustee is not bound to act, in each case without derogating from the rights of the State under this Deed arising from any act or failure to act. (f) (Other matters): The limitation in clause 1.6(b)(i1.9(b) is to be disregarded for the purposes (but only for the purposes) of the rights and remedies described in clause 1.6(b)(ii1.9(c), and interpreting this document Deed and any security for it, including determining the following: (i) whether amounts are to be regarded as payable (and for this purpose damages or other amounts will be regarded as a payable if they would have been owed had a suit or action barred under clause 1.6(b)(ii1.9(c) been brought); (ii) the calculation of amounts owing; or (iii) whether a breach or default has occurred, but any resulting liability will be subject to the limitations in this clauseclause 1.9. (g) (Obligations limited): The Security Trustee’s obligations, duties and responsibilities are limited to those expressly set out in the Security Trust Deed and this Deed. (h) (Appointment): Each other party to this Deed may assume that the Security Trustee has been duly appointed, that its appointment has not been terminated or suspended (or the terms of its appointment materially amended) and that it is authorised to give any instruction, notice, consent or direction which it purports to give under this Deed.