Common use of ROLE OF SECURITY TRUSTEE Clause in Contracts

ROLE OF SECURITY TRUSTEE. (a) If there is any change in the identity of the Security Trustee in accordance with the Deed of Charge, the Account Bank, the Cash Manager and the Issuer (and, if applicable, the GIC Provider) shall execute such documents and take such action as the successor Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in the successor Security Trustee the rights and powers of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from its future obligations under this Agreement. (b) It is hereby acknowledged and agreed that by its execution of this Agreement the Security Trustee shall not assume or have any obligations or liabilities to the Account Bank, the Cash Manager or the Issuer (and, if applicable, the GIC Provider) or any other party to this Agreement or any third party under this Agreement notwithstanding any provision herein and that the Security Trustee has agreed to become a party to this Agreement for the purpose only of taking the benefit of this Agreement and agreeing to amendments to this Agreement pursuant to Clause 22 (Amendments). For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and powers and duties of and any determination by the Security Trustee are governed by the Deed of Charge. Any liberty or right which may be exercised (or not exercised, as the case may be) or determination which may be made under this Agreement by the Security Trustee may be exercised (or not exercised, as the case may be) or made in the Security Trustee's absolute discretion or as directed by the Note Trustee pursuant to the Deed of Charge without any obligation to give reasons therefor and the Security Trustee shall not be responsible for any liability occasioned by so acting but subject always to the provisions of the Deed of Charge. For the avoidance of doubt and without prejudice to the obligations of the Issuer, neither the Security Trustee nor any receiver appointed pursuant to the Deed of Charge shall be liable to pay any amounts due under this Agreement. (c) The Security Trustee shall not have any duty to monitor or supervise the performance by the Account Bank of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Account Bank is performing its duties and obligations thereunder until it has actual knowledge to the contrary) nor shall the Security Trustee be in any way liable for any Liability suffered by any party hereto or any other party resulting from the acts or omissions of the Account Bank or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Account Bank is obliged to perform as the agent of, among others, the Security Trustee.

ROLE OF SECURITY TRUSTEE. (a) If there is any change in the identity of the Security Trustee in accordance with the Deed of Charge, the Account Bank, the Cash Manager and the Issuer (and, if applicable, the GIC Provider) shall execute such documents and take such action as the successor Security Trustee security trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in the successor Security Trustee security trustee the rights and powers of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from its future obligations under this Agreement. (b) It is hereby acknowledged and agreed that by its execution of this Agreement the Security Trustee shall not assume or have any obligations or liabilities to the Account Bank, the Cash Manager or the Issuer (and, if applicable, the GIC Provider) or any other party to this Agreement or any third party under this Agreement notwithstanding any provision herein and that the Security Trustee has agreed to become a party to this Agreement for the purpose only of taking the benefit of this Agreement and agreeing to amendments to this Agreement pursuant to Clause 22 25 (Amendments). For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and powers and duties of and any determination by the Security Trustee are governed by the Deed of Charge. Any liberty or right which may be exercised (or not exercised, as the case may be) or determination which may be made under this Agreement by the Security Trustee may be exercised (or not exercised, as the case may be) or made (or not made, as the case may be) in the Security Trustee's absolute discretion or as directed by the Note Trustee pursuant to the Deed of Charge without any obligation to give reasons therefor therefore, and the Security Trustee shall not be responsible for any liability Liability occasioned by so acting but subject always to the provisions of the Deed of Charge. For the avoidance of doubt and without Without prejudice to the obligations of the Issuer, neither the Security Trustee nor any receiver appointed pursuant to the Deed of Charge shall be liable to pay any amounts due under this Agreement, subject as provided in Clause 6.3 (Enforcement When Not All Amounts Due and Payable) of the Deed of Charge. (c) The Security Trustee shall not have any duty to monitor or supervise the performance by the Account Bank of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Account Bank is performing its duties and obligations thereunder until it has actual knowledge to the contrary) nor shall the Security Trustee be in any way liable for any Liability suffered by any party hereto or any other party resulting from the acts or omissions of the Account Bank or any of its their agents, sub-contractorssubcontractors, representatives or delegates in the discharge of any of the duties and obligations the Account Bank is obliged to perform as the agent of, among others, the Security Trustee. All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee of its powers, trusts, authorities, duties, rights and discretions shall apply, mutatis mutandis, to the discharge by the Security Trustee of its powers, trusts, authorities, duties, rights and discretions under this Agreement.

ROLE OF SECURITY TRUSTEE. The Security Trustee enters into this Agreement in its capacity as security trustee under the Security Trust Deed. The parties agree that: documents or notices provided to the Agent will be deemed to also have been provided to the Security Trustee; and the Agent may act on behalf of and exercise any rights of the Security Trustee, under this Agreement and the Security Trustee agrees to be bound by the actions of the Agent.] [Delete if not applicable] The Security Trustee enters into and performs this Agreement and the transactions it contemplates only as trustee of the Security Trust, except where expressly stated otherwise. This applies also in respect of any past and future conduct (aincluding omissions) If there relating to this Agreement or those transactions. Under and in connection with this Agreement and those transactions and conduct: the Security Trustee’s liability (including for negligence) to parties other than the Agent is limited to the extent it can be satisfied out of the assets of the Security Trust. The Security Trustee need not pay any change such liability out of other assets; another party may only do the following with respect to the Security Trustee (but any resulting liability remains subject to the limitations in the identity this clause): prove and participate in, and otherwise benefit from, any form of insolvency administration of the Security Trustee in accordance but only with the Deed of Charge, the Account Bank, the Cash Manager and the Issuer (and, if applicable, the GIC Provider) shall execute such documents and take such action as the successor respect to Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in the successor Security Trustee the Trust assets; exercise rights and powers of the outgoing remedies with respect to Security Trustee under this Agreement Trust assets, including set-off; enforce its security (if any) and releasing the outgoing Security Trustee from its future obligations under this Agreement. (b) It is hereby acknowledged exercise contractual rights; and agreed that by its execution of this Agreement bring any proceedings against the Security Trustee shall seeking relief or orders that are not assume or inconsistent with the limitations in this clause, and may not: bring other proceedings against the Security Trustee; take any steps to have any obligations or liabilities to the Account Bank, the Cash Manager or the Issuer (and, if applicable, the GIC Provider) or any other party to this Agreement or any third party under this Agreement notwithstanding any provision herein and that the Security Trustee has agreed placed in any form of insolvency administration or to become have a party receiver or receiver and manager appointed; or seek by any means (including set-off) to this Agreement for the purpose only have a liability of taking the benefit of this Agreement and agreeing to amendments to this Agreement pursuant to Clause 22 (Amendments). For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and powers and duties of and any determination by the Security Trustee are governed by the Deed to that party (including for negligence) satisfied out of Charge. Any liberty or right which may be exercised (or not exercised, as the case may be) or determination which may be made under this Agreement by any assets of the Security Trustee may be exercised (or not exercised, as the case may be) or made in the other than Security Trustee's absolute discretion or as directed by the Note Trustee pursuant to the Deed of Charge without any obligation to give reasons therefor and the Security Trustee shall not be responsible for any liability occasioned by so acting but subject always to the provisions of the Deed of Charge. For the avoidance of doubt and without prejudice to the obligations of the Issuer, neither the Security Trustee nor any receiver appointed pursuant to the Deed of Charge shall be liable to pay any amounts due under this AgreementTrust assets. (c) The Security Trustee shall not have any duty to monitor or supervise the performance by the Account Bank of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Account Bank is performing its duties and obligations thereunder until it has actual knowledge to the contrary) nor shall the Security Trustee be in any way liable for any Liability suffered by any party hereto or any other party resulting from the acts or omissions of the Account Bank or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Account Bank is obliged to perform as the agent of, among others, the Security Trustee.