Common use of Liability of Cash Manager Clause in Contracts

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.5, a Loss) suffered or incurred by any of them in respect of the negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by the Cash Manager of the terms and provisions of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions. (b) For the avoidance of doubt, the Cash Manager shall not be liable in respect of any Loss suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance of the Cash Management Services by the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss is suffered or incurred as a result of any negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) Subject to Clause 3.5(e), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware or system failure, strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d) shall not apply: (i) if any such event arose as a result of the fraud, negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (e) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event.

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.5, a Loss) suffered or incurred by any of them in respect of the negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by the Cash Manager of the terms and provisions of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions. (b) For the avoidance of doubt, the Cash Manager shall not be liable in respect of any Loss suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance of the Cash Management Services by the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss is suffered or incurred as a result of any negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, of the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) Subject to Clause 3.5(e), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware or system failure, strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d) shall not apply: (i) if any such event arose as a result of the fraud, negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (e) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event.

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.5, a Loss) Liabilities suffered or incurred by any of them the Issuer in respect of the gross negligence, fraud or wilful default of the Cash Manager or any of its officers, directors or employees or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by ) save that in no circumstances will the Cash Manager be liable for the Issuer's own breach of regulatory obligations. This indemnity shall survive the terms and provisions termination or expiry of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functionsAgreement. (b) For the avoidance of doubt, the The Cash Manager shall not be liable in respect of any Loss Liabilities suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance or failure in performance of the Cash Management Services by the Cash Manager or any of its officers, directors, employees, sub-contractors or delegates, in carrying out delegates or of its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss Liability is suffered or incurred as a result of any gross negligence, fraud or wilful default of the Cash Manager or any of its officers, directors or employees or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) The Cash Manager shall incur no liability to the Issuer or the Security Trustee or any other party for the performance or non-performance of its obligations under this Agreement or any other Transaction Document: (i) as a result of any failure or delay on the part of any person in supplying any information or the supplying of incorrect, incomplete or inaccurate information under this Agreement or the provisions pursuant to which a person is required to supply information to the Cash Manager in any other Transaction Document (and the Cash Manager shall not be bound to act until such current and complete information is received by it); (ii) for any action taken by the Cash Manager at the request of the Issuer or the Security Trustee; or (iii) to the extent that it is prevented from performing such obligations by reason of there being insufficient funds in (or, in accordance with the Transaction Documents, available from) the Issuer Accounts to make a payment in whole or in part in accordance with this Agreement or any other Transaction Document. (e) The Cash Manager will not be responsible for monitoring or supervising the performance of the parties and their respective obligations under the Transaction Documents. (f) The Cash Manager shall not be under any fiduciary duty towards any other party to this Agreement nor under any obligations other than its express obligations under this Agreement, any agreement or letter entered into pursuant to this Agreement or any Transaction Document. (g) The Issuer agrees to provide the Cash Manager upon request with all the information in its possession or under its control that the Cash Manager may reasonably require in sufficient time to allow the Cash Manager to perform its duties under the Transaction Documents and the Cash Manager is hereby authorised to rely and act upon such instructions or information as it shall receive from the Issuer pursuant to this Clause 3.5(g). (h) Subject to Clause 3.5(e3.5(i), in the event that if the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware failure of international or system failuredomestic clearing or payment systems (where such failure arose out of the circumstances beyond its control and other than where such failure is specific to the Cash Manager), strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) five days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d3.5(h) shall not apply: (i) apply if any such event arose as a result of the fraud, gross negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (ei) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d3.5(h), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting Liabilities arising from any such event. (j) Notwithstanding any provision of this Agreement to the contrary, including Clause 3.5(a), neither the Issuer nor the Cash Manager shall in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even where the likelihood of such loss or damage has been advised and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. (k) The Issuer shall indemnify the Cash Manager and its respective officers, directors, employees and agents against any Liability which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement or any other Transaction Document to which the Cash Manager is a party, except for any Liability resulting from the Cash Manager's own wilful default, gross negligence or fraud hereunder or that of its officers, directors, employees, agents or any of its sub-contractors or delegates. For the avoidance of doubt, the Issuer shall not be liable for any Liability arising as a result of the wilful default, gross negligence or fraud of the Cash Manager or that of its officers, directors, agents, employees or any of its sub-contractors or delegates. This indemnity shall survive the termination or expiry of this Agreement and shall continue in full force and effect notwithstanding whether or not the Cash Manager is then the Cash Manager of these presents.

Liability of Cash Manager. (a) Save as otherwise provided in this Agreement, the Cash Manager shall have no liability for the obligations of the LLP, the Security Trustee and/or any other person under any of the other Transaction Documents or otherwise and nothing herein shall constitute a guarantee, indemnity or similar obligation by or of the Cash Manager of or in relation to the obligations of either the LLP, the Security Trustee and/or any other person under the other Transaction Documents. (b) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax basis for any losses, liabilities, claims, expenses (including any amounts not be liable in respect of applicable VAT (including Irrecoverable VAT) in relation thereto) any loss, liability, claim, expense or damages (for the purposes of this Clause 3.5, a Loss) damage suffered or incurred by the LLP, the Security Trustee and/or any of them in respect other person as a result of the proper performance of the Cash Management Services by the Cash Manager save to the extent that such loss, liability, claim, expense or damage is suffered or incurred as a result of any negligence, fraud bad faith or wilful default of the Cash Manager or any as a result of its sub-contractors or delegates, in carrying out its functions as a breach by the Cash Manager under of the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party (in its capacity as such)) in relation to such functions. (c) The Cash Manager shall indemnify each of the LLP and the Security Trustee on demand for any loss, liability, claim, expense or damage suffered or incurred by either of them in respect of the negligence, bad faith or wilful default of the Cash Manager in carrying out its functions as Cash Manager under this Agreement or under the other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions or as a result of a breach by the Cash Manager of the terms and provisions of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions. (b) For the avoidance of doubt, the Cash Manager shall not be liable in respect of any Loss suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance of the Cash Management Services by the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss is suffered or incurred as a result of any negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) Subject to Clause 3.5(e), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware or system failure, strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d) shall not apply: (i) if any such event arose as a result of the fraud, negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (e) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event.

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable Irrecoverable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.53. 5, a Loss) suffered or incurred by any of them in respect of the negligence, fraud or wilful default of the t he Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by the Cash Manager of the terms and provisions of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions. (b) For the avoidance of doubt, the Cash Manager shall not be liable in respect of any Loss suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance of the Cash Management Services by the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss is suffered or incurred as a result of any negligencenegligenc e, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, of the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) Subject to Clause 3.5(e), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware or system failure, strikess trikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbancesdisturbanc es, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d) shall not apply: (i) if any such event arose as a result of the fraud, negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity electric ity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (e) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event.

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax tax basis for any direct losses, liabilities, claims, expenses (including any amounts in respect of applicable VAT (including Irrecoverable VAT) incurred in relation theretorespect thereof) or damages (for the purposes of this Clause 3.53.4, a Loss) suffered or incurred by them (save any Loss as a result of them any breach of the Issuer’s regulatory obligations) in respect of the gross negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegatesManager, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by the Cash Manager of the terms and provisions of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions. (b) The Issuer shall indemnify the Cash Manager on demand on an after tax basis for any Loss suffered or incurred by it in acting as Cash Manager, other than such Losses as are incurred by reason of the Cash Manager's gross negligence, fraud or wilful default. This Clause 3.4(b) shall survive the termination or expiry of this Agreement and whether or not the Cash manager is then the Cash Manager of these presents. (c) For the avoidance of doubt, the Cash Manager shall not be liable in respect of any Loss Losses suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance of the Cash Management Services by the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss is suffered or incurred as a result of any gross negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (cd) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (de) Subject to Clause 3.5(e3.4(f), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware or system failure, strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) 30 days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability liability; provided that this Clause 3.5(d3.4(e) shall not apply: (i) if any such event arose as a result of the fraud, gross negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (ef) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d3.4(e), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event.

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable Irrecoverable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.5, a Loss) suffered or incurred by any of them in respect of the negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by the Cash Manager of the terms and provisions of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions. (b) For the avoidance of doubt, the Cash Manager shall not be liable in respect of any Loss suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance of the Cash Management Services by the Cash Manager or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss is suffered or incurred as a result of any negligence, fraud or wilful default of the Cash Manager or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, of the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) Subject to Clause 3.5(e), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware or system failure, strikes, lock-lock- outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d) shall not apply: (i) if any such event arose as a result of the fraud, negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or; (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems); or (iv) if any such event arose as a direct result of the on-going Covid-19 pandemic. (e) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event.

Liability of Cash Manager. ‌ (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.5, a Loss) Liabilities suffered or incurred by any of them the Issuer in respect of the gross negligence, fraud or wilful default of the Cash Manager or any of its officers, directors or employees or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), or as a result of a breach by ) save that in no circumstances will the Cash Manager be liable for the Issuer's own breach of regulatory obligations. This indemnity shall survive the terms and provisions termination or expiry of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functions.Agreement.‌ (b) For the avoidance of doubt, the The Cash Manager shall not be liable in respect of any Loss Liabilities suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance or failure in performance of the Cash Management Services by the Cash Manager or any of its officers, directors, employees, sub-contractors or delegates, in carrying out delegates or of its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss Liability is suffered or incurred as a result of any gross negligence, fraud or wilful default of the Cash Manager or any of its officers, directors or employees or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) The Cash Manager shall incur no liability to the Issuer or the Security Trustee or any other party for the performance or non-performance of its obligations under this Agreement or any other Transaction Document: (i) as a result of any failure or delay on the part of any person in supplying any information or the supplying of incorrect, incomplete or inaccurate information under this Agreement or the provisions pursuant to which a person is required to supply information to the Cash Manager in any other Transaction Document (and the Cash Manager shall not be bound to act until such current and complete information is received by it); (ii) for any action taken by the Cash Manager at the request of the Issuer or the Security Trustee; or (iii) to the extent that it is prevented from performing such obligations by reason of there being insufficient funds in (or, in accordance with the Transaction Documents, available from) the Issuer Accounts to make a payment in whole or in part in accordance with this Agreement or any other Transaction Document. (e) The Cash Manager will not be responsible for monitoring or supervising the performance of the parties and their respective obligations under the Transaction Documents.‌ (f) The Cash Manager shall not be under any fiduciary duty towards any other party to this Agreement nor under any obligations other than its express obligations under this Agreement, any agreement or letter entered into pursuant to this Agreement or any Transaction Document. (g) The Issuer agrees to provide the Cash Manager upon request with all the information in its possession or under its control that the Cash Manager may reasonably require in sufficient time to allow the Cash Manager to perform its duties under the Transaction Documents and the Cash Manager is hereby authorised to rely and act upon such instructions or information as it shall receive from the Issuer pursuant to this Clause 3.5(g).‌ (h) Subject to Clause 3.5(e3.5(i), in the event that if the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware failure of international or system failuredomestic clearing or payment systems (where such failure arose out of the circumstances beyond its control and other than where such failure is specific to the Cash Manager), strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) five days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d3.5(h) shall not apply: (i) apply if any such event arose as a result of the fraud, gross negligence or wilful default of the Cash Manager;Manager.‌ (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (ei) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d3.5(h), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting Liabilities arising from any such eventevent.‌ (j) Notwithstanding any provision of this Agreement to the contrary, including Clause 3.5(a), neither the Issuer nor the Cash Manager shall in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even where the likelihood of such loss or damage has been advised and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. (k) The Issuer shall indemnify the Cash Manager and its respective officers, directors, employees and agents against any Liability which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement or any other Transaction Document to which the Cash Manager is a party, except for any Liability resulting from the Cash Manager's own wilful default, gross negligence or fraud hereunder or that of its officers, directors, employees, agents or any of its sub-contractors or delegates. For the avoidance of doubt, the Issuer shall not be liable for any Liability arising as a result of the wilful default, gross negligence or fraud of the Cash Manager or that of its officers, directors, agents, employees or any of its sub-contractors or delegates. This indemnity shall survive the termination or expiry of this Agreement and shall continue in full force and effect notwithstanding whether or not the Cash Manager is then the Cash Manager of these presents.

Liability of Cash Manager. (a) The Cash Manager shall indemnify each of the Issuer and the Security Trustee on demand on an after Tax tax basis for any losses, liabilities, claims, expenses (including any amounts in respect of applicable VAT (including Irrecoverable VAT) in relation thereto) or damages (for the purposes of this Clause 3.5, a Loss) Liabilities suffered or incurred by any of them in respect of the gross negligence, fraud or wilful default of the Cash Manager or any of its officers, directors or employees or any of its sub-contractors or delegates, in carrying out its functions as Cash Manager under this Agreement or the other Transaction Documents to which the Cash Manager is a party (in its capacity as such), . This indemnity shall survive the termination or as a result of a breach by the Cash Manager of the terms and provisions expiry of this Agreement or such other Transaction Documents to which the Cash Manager is a party (in its capacity as such) in relation to such functionsAgreement. (b) For the avoidance of doubt, the The Cash Manager shall not be liable in respect of any Loss Liabilities suffered or incurred by the Issuer or the Security Trustee and/or any other person as a result of the proper performance or failure in performance of the Cash Management Services by the Cash Manager or any of its officers, directors, employees, sub-contractors or delegates, in carrying out delegates or of its functions as Cash Manager under this Agreement or the other Transaction Documents save where such Loss Liability is suffered or incurred as a result of any gross negligence, fraud or wilful default of the Cash Manager or any of its officers, directors or employees or any of its sub-contractors or delegates, or as a result of a breach by the Cash Manager of, the terms and provisions of this Agreement or any of the other Transaction Documents to which the Cash Manager is a party in relation to such functions (in its capacity as such). (c) The Cash Manager shall (in the absence of manifest error) be entitled to rely upon the accuracy of any notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager by any party to the Transaction Documents in connection with the Transaction Documents and (in the absence of manifest error) no liability to the Issuer or the Security Trustee shall attach to the Cash Manager as a result of the Cash Manager having relied on any such notifications, opinions, determinations, certificates, quotations, decisions or calculations given, made or provided to the Cash Manager in connection with the Transaction Documents by any person. (d) The Cash Manager shall incur no liability to the Issuer or the Security Trustee or any other party for the performance or non-performance of its obligations under this Agreement or any other Transaction Document: (i) as a result of any failure or delay on the part of any person in supplying any information or the supplying of incorrect, incomplete or inaccurate information under this Agreement or the provisions pursuant to which a person is required to supply information to the Cash Manager in any other Transaction Document (and the Cash Manager shall not be bound to act until such current and complete information is received by it); (ii) for any action taken by the Cash Manager at the request of the Issuer or the Security Trustee; or (iii) to the extent that it is prevented from performing such obligations by reason of there being insufficient funds in (or, in accordance with the Transaction Documents, available from) the Issuer Accounts to make a payment in whole or in part in accordance with this Agreement or any other Transaction Document. (e) The Cash Manager will not be responsible for monitoring or supervising the performance of the parties and their respective obligations under the Transaction Documents. (f) The Cash Manager shall not be under any fiduciary duty towards any other party to this Agreement nor under any obligations other than its express obligations under this Agreement. (g) The Issuer agrees to provide the Cash Manager upon request with all the information in its possession or under its control that the Cash Manager may reasonably require in sufficient time to allow the Cash Manager to perform its duties under the Transaction Documents and the Cash Manager is hereby authorised to rely and act upon such instructions or information as it shall receive from the Issuer pursuant to this Clause 3.5(g). (h) Subject to Clause 3.5(e3.5(i), in the event that the Cash Manager is rendered unable to carry out its obligations under this Agreement or any other Transaction Document to which (in its capacity as such) it is a party by electricity power-cuts, computer software, hardware failure of international or system failuredomestic clearing or payment systems (where such failure arose out of the circumstances beyond its control and other than where such failure is specific to the Cash Manager), strikes, lock-outs, sit-ins, industrial disturbances (other than strikes, lock-outs, sit-ins and industrial disturbances which are specific to the Cash Manager lasting more than thirty (30) five days), earthquakes, storms, fire, flood, acts of God, insurrections, riots, epidemics, war, civil disturbances, governmental directions or regulations, or any other circumstances beyond its control, the Cash Manager shall not be liable for any failure to carry out its obligations under this Agreement or any other Transaction Document to which the Cash Manager is a party (in its capacity as such) which are affected by the event in question and, for so long as such circumstances continue, shall be relieved of its obligations under this Agreement and any other such Transaction Document which are affected by the event in question without liability provided that this Clause 3.5(d3.5(h) shall not apply: (i) apply if any such event arose as a result of the fraud, gross negligence or wilful default of the Cash Manager; (ii) if the event in question is an electricity power-cut and at the time of such electricity power cut, the Cash Manager does not have a back-up generator in place (provided that the Cash Manager shall not be liable if it does have such a back-up generator in place but there is a failure of such back-up generator); or (iii) if the event in question is a computer software, hardware or systems failure and at the time of such failure, the Cash Manager does not have equivalent back-up computer software, hardware or systems in place (provided that the Cash Manager shall not be liable if it does have such equivalent back-up computer software, hardware and systems in place but there is a failure of such equivalent back-up computer software, hardware or systems). (ei) The Cash Manager shall, notwithstanding that it is relieved from its obligations pursuant to Clause 3.5(d3.5(h), take all reasonable steps available to it to procure that such event in relation to it ceases to exist and take reasonable practical steps to minimise any loss resulting from any such event. (j) Notwithstanding any provision of this Agreement to the contrary, including Clause 3.5(a), neither the Issuer nor the Cash Manager shall in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even where the likelihood of such loss or damage has been advised and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. (k) The Issuer shall indemnify the Cash Manager and its respective officers, directors, employees and agents against any Liability which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement or any other Transaction Document to which the Cash Manager is a party, except for any Liability resulting from the Cash Manager's own wilful default, gross negligence or fraud hereunder or that of its officers, directors, employees or any of its sub-contractors or delegates. For the avoidance of doubt, the Issuer shall not be liable for any Liability arising as a result of the wilful default, gross negligence or fraud of the Cash Manager or that of its officers, directors, employees or any of its sub-contractors or delegates. This indemnity shall survive the termination or expiry of this Agreement and shall continue in full force and effect notwithstanding whether or not the Cash Manager is then the Cash Manager of these presents.