Security Trustee limitation of liability. (a) The Security Trustee enters into and performs this agreement 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 agreement or those transactions.
(b) Under and in connection with this agreement and those transactions and conduct:
(i) the Security Trustee'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
(ii) another party may only do the following with respect to the Security Trustee (but any resulting liability remains subject to the limitations in this Clause 4.1):
(A) prove and participate in, and otherwise benefit from, any form of insolvency administration of the Security Trustee but only with respect to Security Trust assets;
(B) exercise rights 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 the Security Trustee seeking relief or orders that are not inconsistent with the limitations in this Clause 4.1, and may not:
(E) bring other proceedings against the Security Trustee;
(F) 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
(G) 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 assets.
(c) Clauses 4.1(a) and 4.1(b) apply despite any other provision in this agreement but do not apply with respect to any liability of the Security Trustee to another party (including for negligence) to the extent that the 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 the Security Trustee's behaviour was beyond power or improper in relation to the Security Trust.
(d) The limitation in Clause 4.1(b)(i) is to be disregarded for the purposes (but only for the purposes) of the rights and remedies described in Clause 4.1(b)(ii), and interpreting this agreement and any securi...
Security Trustee limitation of liability. (a) Without prejudice to the right of indemnity given by law to trustees generally, the Security Trustee will be indemnified out of the Secured Property against all costs, expenses (including legal expenses and disbursements on a full indemnity basis), loss and liabilities incurred by it in acting as Security Trustee, performing any of its duties or exercising any of its powers under this Deed or any other Financing Document to the extent that the costs, expense, loss or liability has been incurred by the Security Trustee in connection with the performance of its duties or the exercise of its powers under this Deed or any other Financing Document but this indemnity does not extend to liabilities arising from the Security Trustee’s fraud, gross negligence or wilful default.
(b) Notwithstanding any other provision of this Deed:
(i) the Security Trustee will have no liability under or in connection with this Deed or any other Financing Document (whether to the Beneficiaries, the Obligors or any other person) other than to the extent to which the liability is able to be satisfied in accordance with this Deed out of the Secured Property from which the Security Trustee is actually indemnified for the liability; and
(ii) no person (including, without limitation, the Beneficiaries and the Obligors) may sue the Security Trustee in relation to this Deed or any other Financing Document in any capacity other than as trustee of the trust constituted under clause 2, including seeking the appointment of a receiver (except in relation to the Secured Property), a liquidator, an administrator or similar person to the Security Trustee or prove in any liquidation, administration or arrangement of or affecting the Security Trustee (except in relation to the Secured Property), but provided that the limitations in paragraphs (i) and (ii) above will not apply to a liability of the Security Trustee to the extent that it is not satisfied because under this Deed or by operation of law there is a reduction in the extent of the Security Trustee’s indemnification out of the Secured Property as a result of the Security Trustee’s fraud, gross negligence or wilful default. Nothing in this clause 19 or any similar provision in any other Financing Document limits, or adversely affects, the powers of the Security Trustee in respect of this Deed or the Secured Property.
(c) To the extent permitted by law, each Beneficiary releases the Security Trustee, and its officers, employees, agents and ...
Security Trustee limitation of liability. Clause 1.3 (Security Trustee’s Limitation of Liability & Capacity) of the Security Trust Deed is incorporated into this document as if it were set out in full with any necessary changes.
