Common use of SECURITY TRUSTEE Clause in Contracts

SECURITY TRUSTEE. 30.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there Subject to the provisions of the Permits and any Law: 26.2.1. It is hereby agreed that in order to enable the Lenders and any change of their transferees to hold the Collaterals as security for repayment of the Credit Amounts and to enable the Lenders to transfer their rights in connection with the Collaterals to third parties in an optimal manner (in the identity event of assignment of the Lenders' rights in the Credit and subject to the provisions of this Agreement), the Collaterals, including all proceeds therefrom, shall, during the entire Credit period, be vested and registered in favor of the Lenders, through Bank Hapoalim, which shall serve as Security Trustee for all the Lenders and any of their future transferees (Bank Hapoalim in its capacity as security trustee shall hereinabove and hereinafter be referred to as the "Security Trustee"). In addition, the Purchased Shares and the Parent Company's shares of the Company shall be registered in the name of the Trust Company, as applicable, and the Trust Company shall serve as trustee for the Company or the Parent Company, as applicable, as a shareholder and for the Lenders, through the Security Trustee, as lien holder[s]. The Security Trustee hereby accepts the trust under this Agreement and undertakes to hold the Collaterals in trust for the Lenders (including itself), all as agreed in the Credit Documents. The Security Trustee shall be obligated to the Lenders under this Agreement and nothing herein constitutes an agreement by the Security Trustee or any additional to serve as trustee, according to its meaning in the Securities Law and/or other Law. 26.2.2. The Lenders hereby grant the Security Trustee the following authority for the purpose of performing the duties of its position: (a) To sign the Collaterals documents, as necessary, on behalf of the Lenders. (b) To exercise the rights, authority, authorization, powers and discretion explicitly granted to it by the Lenders in this Agreement, and any related or associated authority, power and discretion. (c) At any time and to the extent the Security Trustee believes it is appointed so desirable or necessary, to grant any person or persons employed by it or acting on its behalf, by power of attorney or in another manner, all or part of the authority granted to the Security Trustee, provided that doing so shall not derogate from the Security Trustee's direct responsibility pursuant to the provisions of any Law. (d) With respect to the Collaterals documents, the Security Trustee shall only act in accordance with written instructions of the Lenders, through the Facility Agent, and the Lenders shall be regarded as hereby irrevocably authorizing it to act exclusively in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations instructions of the outgoing Security Trustee under this Agreement and releasing Lenders, through the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunderFacility Agent. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 For the avoidance of doubt, and without prejudice to the obligations of the Issuer, neither the Security Trustee nor shall not take any receiver appointed action for the enforcement and/or Realization of any Collateral without written instruction from the Lenders, through the Facility Agent. 26.2.3. The Security Trustee may refrain from exercising any right or authority granted thereto under this Agreement, unless – and until such time as – it receives instructions from the Lenders, through the Facility Agent, in connection with a course of action or abstention from taking action pursuant to such right or authority. 26.2.4. The Security Trustee shall transfer any sum of money and/or asset it receives in connection with the Deed Realization of Charge the Collaterals to the Company's Account, in order for it to be distributed by the Lenders, through the Facility Agent, in accordance with the provisions of this Agreement, as soon as possible after receiving such [sum of money and/or asset] or at such other time as instructed by the Lenders, through the Facility Agent. 26.2.5. In the event that in accordance with the provisions of this Agreement, the Lenders, through the Facility Agent, notify the Security Trustee that it has been resolved to demand the immediate repayment of all or part of the Credit or to realize any of the Collaterals (fully or in installments), the Lenders, through the Facility Agent, may, at their discretion, and subject to the provisions of this Agreement and the Inter-Creditor Agreement, instruct the Security Trustee to transfer and/or act vis-à-vis the Trust Company [to cause it] to transfer the Collaterals in the Lenders' name and/or in the name of a third party or third parties, as so instructed by the Lenders, through the Facility Agent, and the Security Trustee shall act in accordance with all the instructions of the Lenders, through the Facility Agent. 26.2.6. The trust arrangement under this Agreement has been made for an unlimited amount of time and shall continue to be binding and in full force and effect until such time as the Lenders, through the Facility Agent, provide the Security Trustee written notification of the termination of the trust, as set forth in Section 26.2.9 below. 26.2.7. The Lenders, through the Facility Agent, shall furnish the Security Trustee written notice of any change in the Lenders under this Agreement, and shall furnish the [Security] Trustee with the name and address of any new Lender. 26.2.8. Subject to any Law, the Security Trustee shall be liable removed from its position and shall be replaced exclusively by another bank from within the Lenders, at the instructions of the Lenders. It is clarified that in circumstances in which the Security Trustee is removed from its position and the Lenders do not agree on an alternate trustee, the Facility Agent shall be entitled to pay any amounts due under Clauses 9 (Costs determine the identity of the alternate [Security] trustee, at its discretion, provided that [such trustee] will be another bank from within the Lenders. 26.2.9. In the event the Security Trustee is removed from its position, as aforementioned, it shall transfer the Collaterals recorded in its favor in connection with this Agreement and Expenses) and 11 (Remuneration)shall execute the documents required for the transfer thereof to such alternate trustee as instructed by the Facility Agent, who shall comply with the Lenders' instructions as agreed by them in the Inter-Creditor Agreement.

SECURITY TRUSTEE. 30.1 If there is any change The Security Trustee shall be entitled to payment from the Borrower for customary fees and expenses for all services rendered by it hereunder as separately agreed to in writing between the identity of Borrower and the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action (as such successor or additional Security Trustee fees may be adjusted from time to time as agreed in writing between the Borrowers and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and Trustee). The obligations of the outgoing Security Trustee under Borrower contained in this Agreement and releasing Section shall survive the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions termination of this Agreement and for the better preservation and enforcement resignation or removal of the Security Trustee. (a) The Security Trustee shall not be required to expend or risk any of its rights under this Agreement but shall not assume own funds or otherwise incur any obligations liability, financial or liabilities otherwise, in the performance of any of its duties hereunder. . (b) Any liberty or right corporation into which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised merged or made converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to the business of the Security Trustee shall be the successor of the Security Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by applicable law to effect such succession, anything herein to the contrary notwithstanding. (c) Whenever in the administration of the provisions of this Agreement or the other Loan Documents the Security Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by one of Borrower or the Administrative Agent’s officers, and delivered to the Security Trustee and such certificate shall be full warrant to the Security Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof, in the absence of gross negligence or willful misconduct on the part of the Security Trustee's absolute discretion without . (d) Whenever, in the course of performing its duties pursuant to this Agreement or any obligation of the Loan Documents, the Security Trustee is required to give reasons therefor its consent or direction or otherwise make a determination under any Loan Documents, it is understood and agreed that in all such instances it shall only provide such consent, direction or determination upon receipt of a written direction received from the Administrative Agent (subject to Section 10.02), and may conclusively rely and shall be fully protected in relying upon such direction. Notwithstanding anything herein or in the Loan Documents to the contrary, the Security Trustee shall be fully protected and incur no liability in refraining from giving such consent or direction in the absence of the direction of the Administrative Agent. (e) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee is required to execute certain Security Documents in its individual capacity, but always for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Security Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (f) When the Security Trustee acts on any information, instructions or communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent in accordance with Section 10.01, the Security Trustee, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Borrower or Administrative Agent or is not in the form the Borrower and Administrative Agent sent or intended to send (whether due to fraud, distortion or otherwise). The Borrower shall indemnify the Security Trustee against any loss, liability, claim or expense (including legal fees and expenses) it may incur with its acting in accordance with any such communication. (g) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages, in each case unless caused by the Security Trustee’s gross negligence, willful misconduct or, in the handling or disbursement of monies, ordinary negligence. (h) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (i) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (j) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except as directed in the Account Control Agreement and the Security Agreement. Uninvested funds held by the Security Trustee shall not earn or accrue interest. (k) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (l) In the event of any dispute between or conflicting claims among the Borrower and the Administrative Agent and any other person or entity with respect to any Collateral, the Security Trustee shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Collateral so long as such dispute or conflict shall continue, and the Security Trustee shall not be responsible for or become liable in any liability occasioned by so acting but subject always way to the terms of Borrower and the Deed of Charge. 30.3 Administrative Agent for failure or refusal to comply with such conflicting claims, demands or instructions. The Security Trustee shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Security Trustee or (ii) the Security Trustee shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Security Trustee, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Security Trustee shall act on such court order and legal opinions without further question. The Security Trustee may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, the Borrower and the Administrative Agent. (m) The Security Trustee shall have no duty to monitor the effectiveness or supervise perfection of any security interest in the Collateral or the performance of any Borrower Group Company or any other party to the Loan Documents nor shall have no liability in connection with non-compliance by any Borrower Group Company with any statutory or regulatory requirements related to the Collateral. The Borrower shall pay or reimburse the Security Trustee upon request for any transfer taxes or other taxes relating to the Collateral incurred in connection herewith and shall indemnify and hold harmless the Security Trustee from any amounts that it is obligated to pay in the way of such taxes. The Borrower will provide the Security Trustee with an appropriate IRS W-8 form upon request. It is understood that the Security Trustee shall be responsible for income reporting only as required by applicable law with respect to income earned on the Collateral held by the Servicer Security Trustee and will not be responsible for any other reporting; provided, however, that pursuant to the first sentence of this paragraph, the Borrower shall be responsible for the payment of any taxes on such income. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Security Trustee. The parties hereto acknowledge that, in order to comply with its obligations under the United States Patriot Act, Deutsche Bank Trust Company Americas is required to obtain, verify, and record certain information and documentation from the other parties hereto. Each of the parties hereby agrees that such party will provide Deutsche Bank Trust Company Americas with such information as it may request as may be necessary for it to satisfy the requirements of the United States Patriot Act. Each Lender recognizes and agrees that the Co-Lead Arrangers (listed on the cover page of this Agreement) shall have no duties and obligations or responsibilities under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Loan Document, or any other party resulting from the acts or omissions of the Servicer or fiduciary relationship with any of its agentsLender, sub-contractorsand shall have no functions, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note Trustee of its powers, trusts, authoritiesresponsibilities, 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 Agreementobligations or liabilities for acting as such hereunder. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there (a) The Security Agent hereby accepts its appointment as security trustee by the Secured Parties under the Credit Agreement and declares (and each Company hereby acknowledges) that the Trust Property is any change held by the Security Agent as a security trustee for and on behalf of the Secured Parties on the basis of the duties, obligations and responsibilities set out in the identity Credit Agreement. (b) Without prejudice to Clause 23 (Release of Security), if the Security Agent determines, acting reasonably, that a Discharge Event has occurred, or if otherwise required pursuant to the Credit Agreement, the security trusts described in this Debenture shall be wound up in connection with the release, without recourse or warranty, of all of the Security Trustee or any additional Security Trustee is appointed Liens created under this Debenture in accordance with the Deed terms of Charge, the parties to this Credit Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Companies shall have no further obligations hereunder except as otherwise explicitly provided. (c) The rights, powers and discretions conferred upon the Security Agent by this Debenture and the Credit Agreement in respect of this Debenture shall be supplemental to the Trustee Xxx 0000 and the Trustee Xxx 0000 and shall be in addition to any which may reasonably require for be vested in the purpose of vesting in such successor Security Agent by general law or additional Security Trustee the rights and obligations otherwise. (d) Section 1 of the outgoing Trustee Act 2000 shall not apply to the duties of the Security Agent or in relation to the security trusts created by this Debenture or any other Credit Document. Where there are any inconsistencies between the Trustee under this Agreement Xxx 0000 and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive Xxx 0000 and the benefit of certain provisions of this Debenture and the Credit Agreement, the provisions of this Debenture and the Credit Agreement shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Xxx 0000, the provisions of this Debenture and the Credit Agreement shall constitute a restriction or exclusion for the purposes of that Act. In performing or carrying out its duties, obligations and responsibilities, the Security Agent shall be considered to be acting only in a mechanical and administrative capacity for the Secured Parties (save as expressly provided in the Credit Agreement and for the better preservation this Debenture) and enforcement of its rights under this Agreement but shall not assume have or be deemed to have any obligations duty, obligation or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion without any obligation to give reasons therefor and the Security Trustee shall not be responsible responsibility to, (save for any liability occasioned by so acting but subject always to the terms it might incur as a result of the Deed of Chargegross negligence or wilful misconduct) or relationship or trust or agency with, any Secured Party. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such exec ute suc h documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Sec urity Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there is any change in ‌ 19.1 Upon the identity occurrence of a CBC Replacement Event, the Security Trustee or any additional Security Trustee is appointed in accordance with shall acquire all rights of the Deed CBC and assume all obligations of Chargethe CBC towards the Originator, the parties Platform Manager and the other Parties under this Master Purchase Agreement, including but not limited to, the provisions regarding the payment of fees and expenses set out in Clause 8, the sale and assignment of CBC Receivables as set out in Clause 12 and the liability as set out in Clause 11 of this Master Purchase Agreement. Each of the Parties, other than the Security Trustee, hereby gives its consent in advance (instemming by voorbaat) to this Agreement shall execute such documents and take such action as such successor or additional the transfer to the Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations replacement of the outgoing Security Trustee CBC under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Master Purchase Agreement by the Security Trustee upon the occurrence of a CBC Replacement Event. The transfer shall take effect from (and including) the date on which such CBC Replacement Event has occurred and from and including such date the CBC is deemed to have resigned as a party to this Master Purchase Agreement without prejudice to all claims and liabilities up to such date any of the other Parties may be exercised have vis-à-vis the CBC under or made in connection with this Master Purchase Agreement. The Security Trustee hereby gives, subject to the Security Trustee's absolute discretion without any obligation condition precedent (opschortende voorwaarde) of the occurrence of a CBC Replacement Event, all powers and authority, including pursuant to give reasons therefor Clause 14 which the CBC and the Investor have given to the Originator, the Platform Manager and the Mortgage Loan Servicers under or in connection with this Master Purchase Agreement to such parties. 19.2 Each of the Parties agrees that only the Security Trustee shall not be responsible for may enforce the provisions of any liability occasioned by so acting but subject always to the terms of the Deed Covered Bond Programme Documents against the CBC. None of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee Parties shall be entitled to assume that proceed directly against the Servicer is performing its duties and obligations thereunder until it has actual knowledge CBC to enforce 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge performance of any of the duties and obligations provisions of any of the Servicer is obliged to perform as the agent ofCovered Bond Programme Documents, among others, unless the Security Trustee. 30.4 All , having 53103452 Achmea Mortgage Investment Platform A&R Achmea Retained CB Master Purchase Agreement Execution copy become bound to take proceedings as set forth in the provisions Trust Deed, fails to do so within a reasonable period and such failure shall be continuing. If any Party proceeds directly against the CBC, all limitations and restrictions imposed under or by virtue of the Deed of Charge and the Trust Deed relating to the exercise by or any Covered Bond Programme Documents on the Security Trustee or in relation to the Note Trustee enforcement of its powers, trusts, authorities, duties, rights and discretions availability of remedies, shall apply, also apply mutatis mutandis, mutandis to the discharge by such party. The only remedy of the Security Trustee of its powers, trusts, authorities, duties, rights and discretions under this Agreementagainst the CBC after an Enforcement Notice has been given pursuant the Trust Deed is to enforce the Pledge Agreements. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 33.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 33.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities to the Seller, the Servicer or the Issuer hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 33.3 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. COPY 33.4 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 Clauses 12 (Servicing Fees) and 13 (Costs and Expenses). 33.5 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 liability suffered by any party hereto or any other party resulting from the acts or omissions of the Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 32.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 32.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities to the Seller, the Servicer or the Issuer hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 32.3 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. 32.4 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 Clauses 12 (Servicing Fees) and 13 (Costs and Expenses). 32.5 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 liability suffered by any party hereto or any other party resulting from the acts or omissions of the Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there is any change in the identity of 16.2.1 Each Finance Party irrevocably appoints the Security Trustee to act as its agent and (for the purposes of the Common Law Security Documents) trustee in connection herewith and with each other Security Document and each Finance Party authorises the Security Trustee to exercise such rights, powers and discretions as are specifically delegated to such party by the terms hereof or thereof together with all such rights, powers and discretions as are reasonably incidental hereto or thereto. Each Finance Party also irrevocably appoints the Security Trustee as trustee of the Trust Property. 16.2.2 The Security Trustee may: (a) assume that no Event of Default has occurred and that no party to any Security Document is in breach of or default under its obligations under any Security Document unless the Security Trustee has actual knowledge or actual notice to the contrary; (b) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (c) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Security Party or any additional other party to the Security Trustee Documents upon a certificate signed by or on behalf of that Security Party or such other party, as the case may be; (d) rely upon any communication or document reasonably believed by it to be genuine; (e) refrain from exercising any right, power or discretion vested in it hereunder or under any Security Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is appointed to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; (f) refrain from acting in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations any instructions of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from Majority Lenders to begin any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit legal action or proceedings arising out of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under connection with this Agreement or any other Transaction Security Document until it shall have been indemnified and/or secured (whether by way of payment in advance or otherwise) to its satisfaction against any and all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions; and (g) take such action as is, in the opinion of the Security Trustee shall be entitled necessary or advisable to assume that the Servicer 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 Servicer preserve all or any of its agents, sub-contractors, representatives the rights of the Finance Parties under any Security Document whether or delegates in not it is practicable to consult with or inform the discharge of Finance Parties or any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating them prior to the exercise by the Security Trustee or the Note Trustee taking 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 Agreementsuch action. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement.Agreement.‌ 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there is any change in 18.1 Upon the identity occurrence of a CBC Replacement Event, the Security Trustee or any additional Security Trustee is appointed in accordance with shall acquire all rights of the Deed CBC and assume all obligations of Chargethe CBC towards the Originator and the other Parties under this Agreement, including but not limited to, the parties provisions regarding the payment of fees and expenses set out in Clause 8, the sale and assignment of CBC Receivables as set out in Clause 11 and the liability as set out in Clause 10 of this Agreement. Each of the Parties, other than the Security Trustee, hereby gives its consent in advance (instemming by voorbaat) to this Agreement shall execute such documents and take such action as such successor or additional the transfer to the Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations replacement of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made CBC under this Agreement by the Security Trustee upon the occurrence of a CBC Replacement Event. The transfer shall take effect from (and including) the date on which such CBC Replacement Event has occurred and from and including such date the CBC is deemed to have resigned as a party to this Agreement without prejudice to all claims and liabilities up to such date any of the other Parties may be exercised have vis-à-vis the CBC under or made in connection with this Agreement. The Security Trustee hereby gives, subject to the Security Trustee's absolute discretion without any obligation condition precedent (opschortende voorwaarde) of the occurrence of a CBC Replacement Event, all powers and authority, including pursuant to give reasons therefor Clause 13 which the CBC and the Investor have given to the Originator and the Servicers under or in connection with this Agreement to such parties. 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy 18.2 Each of the Parties agrees that only the Security Trustee shall not be responsible for may enforce the provisions of any liability occasioned by so acting but subject always to the terms of the Deed Covered Bond Programme Documents against the CBC. None of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee Parties shall be entitled to assume that proceed directly against the Servicer is performing its duties and obligations thereunder until it has actual knowledge CBC to enforce 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge performance of any of the duties and obligations provisions of any of the Servicer is obliged to perform as the agent ofCovered Bond Programme Documents, among others, unless the Security Trustee. 30.4 All , having become bound to take proceedings as set forth in the provisions Trust Deed, fails to do so within a reasonable period and such failure shall be continuing. If any Party proceeds directly against the CBC, all limitations and restrictions imposed under or by virtue of the Deed of Charge and the Trust Deed relating to the exercise by or any Covered Bond Programme Documents on the Security Trustee or in relation to the Note Trustee enforcement of its powers, trusts, authorities, duties, rights and discretions availability of remedies, shall apply, also apply mutatis mutandis, mutandis to the discharge by such party. The only remedy of the Security Trustee of its powers, trusts, authorities, duties, rights and discretions under this Agreementagainst the CBC after an Enforcement Notice has been given pursuant the Trust Deed is to enforce the Pledge Agreements. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 (a) If there is any change in the identity an Event of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion without any obligation to give reasons therefor Default occurs and the Security Trustee shall not be responsible for any liability occasioned by so (acting but subject always in accordance with a Letter of Instruction) gives notice to the terms of Company that the Deed of Charge. 30.3 The Transaction Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and is enforceable, the Security Trustee shall be entitled to assume that take all such steps, as instructed by the Servicer is performing its duties Trustee in the Letter of Instruction, as it sees fit to collect the total amount outstanding under the Secured Obligations and obligations thereunder until to enforce, at the Company’s expense, any of the Security Interests created under this Agreement by any means allowed by Applicable Law including, without limitation: (i) exercising any of the rights, remedies and powers available to it has actual knowledge under Applicable Law (including under Article 6 of the Indenture); and (ii) appointing or applying to the contrarycompetent court for appointment of a Receiver (as set out in Clause 12.2 (Receiver)). (b) nor shall To the Security Trustee be in any way liable for any Liability suffered extent permitted by any party hereto or any other party resulting from the acts or omissions of the Servicer Applicable Law, all or any of its agentsthe powers, sub-contractors, representatives or delegates in the discharge of any of the duties authorities and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise discretions which are conferred by this Agreement upon a Receiver may be exercised by the Security Trustee (acting in accordance with a Letter of Instruction) following an Event of Default without first appointing a Receiver or notwithstanding the Note appointment of a Receiver. Without derogating from the above, following an Event of Default and after receiving a Letter of Instruction, the Security Trustee shall be entitled to exercise any right charged or pledged hereunder in the same manner in which the Company would be entitled to exercise such right in accordance with the terms of section 20 of the Pledges Law. (c) Subject to Applicable Law and without derogating from subclauses (a) and (b) above, and after receiving a Letter of Instruction, the Security Trustee shall be entitled, in any proceedings concerning the bankruptcy, liquidation, winding up or receivership (or similar proceedings) of the Company, to: (i) demand, claim, collect and enforce and prove the Secured Obligations and give acquittal thereunder; (ii) file any claims and proofs, give receipts and take all such proceedings and do all such things as the Security Trustee sees fit to recover the Secured Obligations; and (iii) receive all distributions on and payments with respect to the Secured Obligations. (d) The Company irrevocably makes, constitutes and appoints the Security Trustee (and its designees) as the Company’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default and written notice to the Company of its powersintent to exercise its remedies under Article 6 of the Indenture, trustsof making, authoritiessettling and adjusting claims in respect of the Security Assets under policies of insurance, dutiesendorsing the name of the Company on any check, rights and discretions shall applydraft, mutatis mutandis, to instrument or other item of payment for the discharge proceeds of such policies of insurance. All sums disbursed by the Security Trustee of its powersin connection with this paragraph, trustsincluding reasonable out-of-pocket attorneys’ fees, authoritiescourt costs, dutiesexpenses and other charges relating thereto, rights and discretions under this Agreement. 30.5 For shall be payable reasonably promptly upon demand by the avoidance of doubt, and without prejudice Company to the obligations of the Issuer, neither the Security Trustee nor and shall constitute Secured Obligations. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, all insurance payments, proceeds of insurance and any receiver appointed pursuant awards arising from condemnation of any Security Assets received by the Security Trustee in connection with any loss, damage or destruction of any Security Assets shall be transferred to the Deed of Charge Company. (e) The Security Trustee shall be liable have all powers necessary to pay any amounts due under Clauses 9 (Costs preserve the Security Assets and Expenses) the Security Interests created hereby and 11 (Remuneration)to take all such steps for such purpose at the Company’s expense.

SECURITY TRUSTEE. 30.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement (a) Madison Pacific Trust Limited shall execute such documents and take such action initially act as such successor or additional Security Trustee and the outgoing shall be authorised to appoint co-Security Trustee may reasonably require for the purpose of vesting Trustees as necessary in such successor its sole discretion. Except as otherwise explicitly provided herein or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee Documents or the Note 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. 30.5 For the avoidance of doubt, and without prejudice to the obligations of the IssuerIntercreditor Deed, neither the Security Trustee nor any receiver appointed pursuant to the Deed of Charge its officers, directors, employees or agents shall be liable for failure to pay demand, collect or realize upon any of the Collateral or for any delay in doing so, unless caused by its negligence, willful misconduct or breach of the Bond Documents, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Instrument, the Intercreditor Deed or the Security Documents, the duties of the Security Trustee shall be ministerial and administrative in nature, and the Security Trustee shall not have any duties or responsibilities, except those expressly set forth in this Instrument, in the Intercreditor Deed and in the Security Documents to which the Security Trustee is a party, nor shall the Security Trustee have or be deemed to have any trust or other fiduciary relationship with the Security Trustee, any Bondholder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Instrument, the Intercreditor Deed or the Security Documents or shall otherwise exist against the Security Trustee. The Security Trustee shall be accountable only for amounts due under Clauses 9 that it actually receives as a result of the exercise of such powers, and neither the Security Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (Costs and Expenses) and 11 (Remunerationas determined by a final, non-appealable order of a court of competent jurisdiction). (b) The Security Trustee is authorised and directed to (i) enter into the Security Documents, (ii) enter into the Intercreditor Deed, (iii) bind the Bondholders on the terms as set forth in the Security Documents and the Intercreditor Deed and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Deed.

SECURITY TRUSTEE. 30.1 If there is any change The Security Trustee shall be entitled to payment from the Borrower for customary fees and expenses for all services rendered by it hereunder as separately agreed to in writing between the identity of Borrower and the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action (as such successor or additional Security Trustee fees may be adjusted from time to time as agreed in writing between the Borrower and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and Trustee). The obligations of the outgoing Security Trustee under Borrower contained in this Agreement and releasing Section shall survive the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions termination or assignment of this Agreement and for the better preservation and enforcement resignation or removal of the Security Trustee. (a) The Security Trustee shall not be required to expend or risk any of its rights under this Agreement but shall not assume own funds or otherwise incur any obligations liability, financial or liabilities otherwise, in the performance of any of its duties hereunder. . (b) Any liberty or right corporation into which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised merged or made converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to the business of the Security Trustee shall be the successor of the Security Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by Applicable Law to effect such succession, anything herein to the contrary notwithstanding. (c) Whenever in the administration of the provisions of this Agreement or the other Financing Documents the Security Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by one of Borrower or the Administrative Agent's officers, and delivered to the Security Trustee and such certificate shall be full warrant to the Security Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof, in the absence of gross negligence or willful misconduct on the part of the Security Trustee as determined by a court of competent jurisdiction not subject to appeal. (d) Whenever, in the course of performing its duties pursuant to this Agreement or any of the Financing Documents, the Security Trustee is required to give its consent or direction or otherwise make a determination under any Financing Documents, it is understood and agreed that in all such instances it shall only provide such consent, direction or determination upon receipt of a written direction received from the Administrative Agent (subject to Section 10.02), and may conclusively rely and shall be fully protected in relying upon such direction. Notwithstanding anything herein or in the Financing Documents to the contrary, the Security Trustee shall be fully protected and incur no liability in refraining from giving such consent or direction in the absence of the direction of the Administrative Agent. (e) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee is required to execute certain Security Documents in its individual capacity, but always for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Security Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (f) When the Security Trustee acts on any information, instructions or communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent in accordance with Section 10.01, the Security Trustee, absent gross negligence or willful misconduct as determined by a court of competent jurisdiction not subject to appeal, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Borrower or Administrative Agent or is not in the form the Borrower and Administrative Agent sent or intended to send (whether due to fraud, distortion or otherwise). The Borrower shall indemnify the Security Trustee against any loss, liability, claim or expense (including legal fees and expenses) it may incur with its acting in accordance with any such communication. (g) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages, in each case unless caused by the Security Trustee's absolute discretion without gross negligence, willful misconduct or, in the handling or disbursement of monies, ordinary negligence as determined by a court of competent jurisdiction not subject to appeal. (h) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (i) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Financing Document, or for any description therein, or for the identity or authority of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Financing Document. (j) The Security Trustee shall not be under any duty to give reasons therefor the Collateral held by it under the Financing Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except as directed in the Account Control Agreement and the Security Agreement, and shall not be liable for any loss, including without limitation any loss of principal or interest, or for any breakage fees or penalties in connection with any investments of the Collateral. Uninvested funds held by the Security Trustee shall not earn or accrue interest. (k) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Financing Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (l) In the event of any dispute between or conflicting claims among the Borrower and the Administrative Agent and any other person or entity with respect to any Collateral, the Security Trustee shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Collateral so long as such dispute or conflict shall continue, and the Security Trustee shall not be responsible for or become liable in any liability occasioned by so acting but subject always way to the terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (Borrower and the Administrative Agent for failure or refusal to comply with such conflicting claims, demands or instructions. The Security Trustee shall be entitled to assume that refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the Servicer is performing its duties and obligations thereunder until it has actual knowledge conflicting parties as evidenced in a writing satisfactory to the contrary) nor shall the Security Trustee or (ii) the Security Trustee shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Security Trustee, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Security Trustee shall act on such court order and legal opinions without further question. The Security Trustee may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, the Borrower and the Administrative Agent. (m) The Security Trustee shall have no duty to monitor the effectiveness or perfection of any way liable for security interest in the Collateral or the performance of any Liability suffered by any party hereto Borrower Group Company or any other party resulting from to the acts Financing Documents nor shall have no liability in connection with non-compliance by any Borrower Group Company with any statutory or omissions regulatory requirements related to the Collateral. The Borrower shall pay or reimburse the Security Trustee upon request for any transfer taxes or other taxes of the Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed Borrower Group Companies relating to the exercise Collateral incurred in connection herewith and shall indemnify and hold harmless the Security Trustee from any amounts that it is obligated to pay in the way of such taxes. The Borrower will provide the Security Trustee with an appropriate IRS W-8 form upon request. It is understood that the Security Trustee shall be responsible for income reporting only as required by Applicable Law with respect to income earned on the Collateral held by the Security Trustee or the Note Trustee of its powersand will not be responsible for any other reporting; provided, trustshowever, 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. 30.5 For the avoidance of doubt, and without prejudice to the obligations of the Issuer, neither the Security Trustee nor any receiver appointed that pursuant to the Deed first sentence of Charge this paragraph, the Borrower shall be liable responsible for the payment of any taxes on such income. This paragraph shall survive notwithstanding any termination or assignment of this Agreement or the resignation or removal of the Security Trustee. The parties hereto acknowledge that, in order to pay any amounts due comply with its obligations under Clauses 9 (Costs the USA PATRIOT Act, Xxxxx Fargo Bank, National Association is required to obtain, verify, and Expenses) record certain information and 11 (Remuneration)documentation from the other parties hereto. Each of the parties hereby agrees that such party will provide Xxxxx Fargo Bank, National Association with such information as it may request as may be necessary for it to satisfy the requirements of the USA PATRIOT Act.

SECURITY TRUSTEE. 30.1 If there is (a) The Security Trustee shall not be required to expend or risk any change of its own funds or otherwise incur any liability, financial or otherwise, in the identity performance of any of its duties hereunder. (b) Any corporation into which the Security Trustee maybe merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to the business of the Security Trustee shall be the successor of the Security Trustee hereunder without the execution or filing of any paper with any party hereto or any additional Security Trustee is appointed in accordance with further act on the Deed part of Charge, any of the parties hereto except where an instrument of transfer or assignment is required by Applicable Law to this Agreement shall execute effect such documents and take such action as such successor or additional Security Trustee and succession, anything herein to the outgoing Security Trustee may reasonably require for contrary notwithstanding. (c) Whenever in the purpose of vesting in such successor or additional Security Trustee the rights and obligations administration of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement or the other Loan Documents the Security Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Security Trustee, be deemed to be conclusively proved and established by a certificate signed by one of Borrower or the Administrative Agent’s officers, and delivered to the Security Trustee and such certificate, in the absence of gross negligence or willful misconduct on the part of the Security Trustee, shall be full warrant to the Security Trustee for any action taken, suffered or omitted by it under the better preservation and enforcement provisions of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised upon the faith thereof. (d) Whenever, in the course of performing its duties pursuant to this Agreement or any of the Loan Documents, the Security Trustee is required to give its consent or direction or otherwise make a determination which under any Loan Documents, it is understood and agreed that in all such instances it shall only provide such consent, direction or determination upon receipt of a written direction received from the Administrative Agent (subject to Section 9.02), and may conclusively rely and shall be made under this Agreement by fully protected in relying upon such direction. Notwithstanding anything herein or in the Loan Documents to the contrary, the Security Trustee shall be fully protected in refraining from giving such consent or direction in the absence of the direction of the Administrative Agent. (e) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee may be exercised required to execute certain documents in its individual capacity, but always for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (f) When the Security Trustee acts on any information, instructions or made communications (including communications with respect to the delivery of securities or the wire transfer of funds) sent in accordance with Section 9.01, the Security Trustee, absent gross negligence or willful misconduct shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Borrower or Administrative Agent or is not in the form the Borrower and Administrative Agent sent or intended to send (whether due to fraud, distortion or otherwise). (g) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care, and (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays. (h) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (i) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (j) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property (but in any event should use reasonable care and diligence) and shall not be required to invest any funds held by it except as directed in the Security Trustee's absolute discretion without Agreement. Uninvested funds held by the Security Trustee shall not earn or accrue interest. (k) In the event of any obligation ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to give reasons therefor retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (l) In the event of any dispute between or conflicting claims among the Borrower and the Administrative Agent and any other Person or entity with respect to any Collateral, the Security Trustee shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Collateral so long as such dispute or conflict shall continue, and the Security Trustee shall not be responsible for or become liable in any liability occasioned by so acting but subject always way to the terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (Borrower and the Administrative Agent for failure or refusal to comply with such conflicting claims, demands or instructions. The Security Trustee shall be entitled to assume that refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the Servicer is performing its duties and obligations thereunder until it has actual knowledge conflicting parties as evidenced in a writing satisfactory to the contrary) nor shall the Security Trustee or (ii) the Security Trustee shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Security Trustee, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Security Trustee shall act on such court order and legal opinions without further question. The Security Trustee may, in any way liable addition, elect, in its good faith reasonable discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its good faith reasonable discretion, necessary. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, the Borrower and the Administrative Agent. The Borrower shall pay or reimburse the Security Trustee upon request for any Liability suffered transfer taxes or other taxes relating to the Collateral incurred in connection herewith and shall indemnify and hold harmless the Security Trustee from any amounts that it is obligated to pay in the way of such taxes. The Borrower shall provide the Security Trustee with an appropriate IRS W-9 form upon request. It is understood that the Security Trustee shall be responsible for income reporting only as required by any party hereto or Applicable Law with respect to income earned on the Collateral held by the Security Trustee and will not be responsible for any other party resulting from reporting; provided, however, that pursuant to the acts or omissions first sentence of this paragraph, the Servicer or any of its agents, sub-contractors, representatives or delegates in Borrower shall be responsible for the discharge payment of any taxes on such income. This paragraph shall survive notwithstanding any termination of this Agreement or the duties and obligations the Servicer is obliged to perform as the agent of, among others, resignation or removal of the Security Trustee. 30.4 All (m) Each Lender hereby authorizes the provisions Security Trustee, upon direction from the Administrative Agent (with the Administrative Agent acting in its sole discretion) to release the Lien granted to it (for the benefit of the Deed of Charge Lenders and the Trust Deed relating other secured parties) on all or any portion of the Collateral in connection with the sale, exchange, transfer or other Disposition or Total Loss of any asset included in the Collateral, in each case to the exercise by extent undertaken in accordance with the terms of this Agreement and the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 33.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action as such successor or additional Security Trustee and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 33.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities to the Seller, the Servicer or the Issuer hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 33.3 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. 33.4 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 Clauses 12 (Servicing Fees) and 13 (Costs and Expenses). 33.5 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 liability suffered by any party hereto or any other party resulting from the acts or omissions of the Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).

SECURITY TRUSTEE. 30.1 If there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement (a) Madison Pacific Trust Limited shall execute such documents and take such action initially act as such successor or additional Security Trustee and the outgoing shall be authorised to appoint co-Security Trustee may reasonably require for the purpose of vesting Trustees as necessary in such successor its sole discretion. Except as otherwise explicitly provided herein or additional Security Trustee the rights and obligations of the outgoing Security Trustee under this Agreement and releasing the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions of this Agreement and for the better preservation and enforcement of its rights under this Agreement but shall not assume any obligations or liabilities hereunder. Any liberty or right which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised or made in the Security Trustee's absolute discretion 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 terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer 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 Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee Documents or the Note 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. 30.5 For the avoidance of doubt, and without prejudice to the obligations of the IssuerIntercreditor Deed, neither the Security Trustee nor any receiver appointed of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, unless caused by its negligence, willful misconduct or breach of the Bond Documents, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Instrument, the Intercreditor Deed or the Security Documents, the duties of the Security Trustee shall be ministerial and administrative in nature, and the Security Trustee shall not have any duties or responsibilities, except those expressly set forth in this Instrument, in the Intercreditor Deed and in the Security Documents to which the Security Trustee is a party, nor shall the Security Trustee have or be deemed to have any trust or other fiduciary relationship with the Security Trustee, any Bondholder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Instrument, the Intercreditor Deed or the Security Documents or shall otherwise exist against the Security Trustee. The Security Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Security Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction). (b) The Security Trustee is authorised and directed to (i) enter into the Security Documents, (ii) enter into the Intercreditor Deed, (iii) bind the Bondholders on the terms as set forth in the Security Documents and the Intercreditor Deed and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Deed. (c) The Security Trustee shall act pursuant to the instructions of the Bondholders with respect to the Security Documents and the Collateral. For the avoidance of doubt, the Security Trustee shall have no discretion under this Instrument, the Intercreditor Deed or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of Charge the requisite Bondholders. After the occurrence of an Event of Default, the Security Trustee may take any action required or permitted by this Instrument, the Security Documents or the Intercreditor Deed. (d) Upon the receipt by the Security Trustee of a written request of the Issuer signed by one Officer pursuant to this Condition 7.13(d) (a “Security Document Order”), the Security Trustee is hereby authorised to execute and enter into, and shall execute and enter into, without the further consent of any Bondholder, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Security Trustee pursuant to, and is a Security Document Order referred to in, this Condition 7.13(d) and (ii) instruct the Security Trustee to execute and enter into such Security Document. Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon delivery to the Security Trustee of an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such Security Document have been satisfied. The Bondholders, by their acceptance of the Bonds, hereby authorise and direct the Security Trustee to execute such Security Documents. (e) The Security Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Security Trustee shall have received written notice from a Bondholder or the Issuer referring to this Instrument, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Security Trustee shall take such action with respect to such Default or Event of Default as may be requested by the Instructing Bondholders subject to this Condition 7.13. (f) No provision of this Instrument or any Security Document shall require the Security Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Bondholders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. Notwithstanding anything to the contrary contained in this Instrument, the Intercreditor Deed or the Security Documents, in the event the Security Trustee is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Security Trustee shall not be required to commence any such action, exercise any remedy, inspect or conduct any studies of any property or take any such other action if the Security Trustee has determined that the Security Trustee may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property of any hazardous substances unless the Security Trustee has received security or indemnity from the Bondholders in an amount and in a form all satisfactory to the Security Trustee in its sole discretion, protecting the Security Trustee from all such liability. The Security Trustee shall at any time be entitled to cease taking any action described in this Condition 7.13(f) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Bondholders to be sufficient. (g) The Security Trustee shall not be responsible in any manner to any Bondholder for the validity, effectiveness, genuineness, enforceability or sufficiency of this Instrument, the Security Documents or the Intercreditor Deed or for any failure of the Issuer, any Guarantor or any other party to this Instrument, the Security Documents or the Intercreditor Deed to perform its obligations hereunder or thereunder (other than by reason of its gross negligence or willful misconduct). The Security Trustee shall not be under any obligation to the Security Trustee or any Bondholder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Instrument, the Security Documents or the Intercreditor Deed or to inspect the properties, books or records of the Issuer or the Guarantors. (h) The parties hereto and the Bondholders hereby agree and acknowledge that the Security Trustee shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Instrument, the Intercreditor Deed, the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Bondholders hereby agree and acknowledge that, in the exercise of its rights under this Instrument, the Intercreditor Deed and the Security Documents, the Security Trustee may hold or obtain indicia of ownership primarily to protect the security interest of the Security Trustee in the Collateral and that any such actions taken by the Security Trustee shall not be construed as or otherwise constitute any participation in the management of such Collateral. (i) The Security Trustee shall be entitled to the compensation to be agreed upon in writing with the Issuer and the Guarantors for all services rendered by it under this Instrument, and the Issuer and the Guarantors, jointly and severally, agree to pay such compensation and to reimburse the Security Trustee for its out-of-pocket expenses (including fees and expenses of counsel) properly incurred by it in connection with the services rendered by it under this Instrument, which sums shall be paid free and clear of deduction and withholding on account of taxation, set-off and counterclaim. The Issuer and the Guarantors jointly and severally agree to indemnity the Security Trustee and its officers, directors, agents and employees and any successors thereto for, and to hold it or them harmless against, any loss, action, proceeding, claim, penalty, damages, liability or properly incurred expenses (including fees and expenses of counsel) incurred other than by reason of its or their gross negligence, willful misconduct or fraud arising out of or in connection with its or their acting as the Security Trustee under this Instrument. Under no circumstance will the Security Trustee be liable to pay any amounts due party for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (inter alia, being loss of business, goodwill, opportunity or profit), whether or not foreseeable, even if the Security Trustee has been advised of such loss or damage and regardless of the form of action. The obligations of the Issuer and the Guarantors under Clauses 9 this Condition 7.13(i) shall survive the payment of the Bonds, the termination or expiry of this Instrument and the resignation or removal of the Security Trustee. (Costs j) The Security Trustee shall be fully protected and Expenses) shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by it in reliance upon any Bond, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and 11 (Remuneration)to have been delivered, or in the case of any paper or document, signed by or on behalf of the proper party or parties. The Security Trustee shall be entitled to refrain from taking any actions, without liability, if conflicting, unclear or equivocal instruction or direction are received or in order to comply with applicable law.

SECURITY TRUSTEE. 30.1 If there is any change The Security Trustee shall be entitled to payment from the Borrower for customary fees and expenses for all services rendered by it hereunder as separately agreed to in writing between the identity of Borrower and the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement shall execute such documents and take such action (as such successor or additional Security Trustee fees may be adjusted from time to time as agreed in writing between the Borrower and the outgoing Security Trustee may reasonably require for the purpose of vesting in such successor or additional Security Trustee the rights and Trustee). The obligations of the outgoing Security Trustee under Borrower contained in this Agreement and releasing Section shall survive the outgoing Security Trustee from any future obligations under this Agreement. 30.2 The Security Trustee has agreed to become a party to this Agreement to receive the benefit of certain provisions termination of this Agreement and for the better preservation and enforcement resignation or removal of the Security Trustee. (a) The Security Trustee shall not be required to expend or risk any of its rights under this Agreement but shall not assume own funds or otherwise incur any obligations liability, financial or liabilities otherwise, in the performance of any of its duties hereunder. . (b) Any liberty or right corporation into which may be exercised or any determination which may be made under this Agreement by the Security Trustee may be exercised merged or made converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to the business of the Security Trustee shall be the successor of the Security Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by Applicable Law to effect such succession, anything herein to the contrary notwithstanding. (c) Whenever in the administration of the provisions of this Agreement or the other Financing Documents the Security Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by one of Borrower or the Administrative Agent’s officers, and delivered to the Security Trustee and such certificate shall be full warrant to the Security Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof, in the absence of gross negligence or willful misconduct on the part of the Security Trustee's absolute discretion without . (d) Whenever, in the course of performing its duties pursuant to this Agreement or any obligation of the Financing Documents, the Security Trustee is required to give reasons therefor its consent or direction or otherwise make a determination under any Financing Documents, it is understood and agreed that in all such instances it shall only provide such consent, direction or determination upon receipt of a written direction received from the Administrative Agent (subject to Section 10.02), and may conclusively rely and shall be fully protected in relying upon such direction. Notwithstanding anything herein or in the Financing Documents to the contrary, the Security Trustee shall be fully protected and incur no liability in refraining from giving such consent or direction in the absence of the direction of the Administrative Agent. (e) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee is required to execute certain Security Documents in its individual capacity, but always for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Security Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (f) When the Security Trustee acts on any information, instructions or communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent in accordance with Section 10.01, the Security Trustee, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Borrower or Administrative Agent or is not in the form the Borrower and Administrative Agent sent or intended to send (whether due to fraud, distortion or otherwise). The Borrower shall indemnify the Security Trustee against any loss, liability, claim or expense (including legal fees and expenses) it may incur with its acting in accordance with any such communication. (g) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages, in each case unless caused by the Security Trustee’s gross negligence, willful misconduct or, in the handling or disbursement of monies, ordinary negligence. (h) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (i) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Financing Document, or for any description therein, or for the identity or authority of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Financing Document. (j) The Security Trustee shall not be under any duty to give the Collateral held by it under the Financing Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except as directed in the Account Control Agreement and the Security Agreement, and shall not be liable for any loss, including without limitation any loss of principal or interest, or for any breakage fees or penalties in connection with any investments of the Collateral. Uninvested funds held by the Security Trustee shall not earn or accrue interest. (k) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Financing Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (l) In the event of any dispute between or conflicting claims among the Borrower and the Administrative Agent and any other person or entity with respect to any Collateral, the Security Trustee shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Collateral so long as such dispute or conflict shall continue, and the Security Trustee shall not be responsible for or become liable in any liability occasioned by so acting but subject always way to the terms of the Deed of Charge. 30.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer of its duties and obligations under this Agreement or any other Transaction Document (Borrower and the Administrative Agent for failure or refusal to comply with such conflicting claims, demands or instructions. The Security Trustee shall be entitled to assume that refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the Servicer is performing its duties and obligations thereunder until it has actual knowledge conflicting parties as evidenced in a writing satisfactory to the contrary) nor shall the Security Trustee or (ii) the Security Trustee shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Security Trustee, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Security Trustee shall act on such court order and legal opinions without further question. The Security Trustee may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, the Borrower and the Administrative Agent. (m) The Security Trustee shall have no duty to monitor the effectiveness or perfection of any way liable for security interest in the Collateral or the performance of any Liability suffered by any party hereto Borrower Group Company or any other party resulting from to the acts Financing Documents nor shall have no liability in connection with non-compliance by any Borrower Group Company with any statutory or omissions regulatory requirements related to the Collateral. The Borrower shall pay or reimburse the Security Trustee upon request for any transfer taxes or other taxes of the Servicer or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed Borrower Group Companies relating to the exercise Collateral incurred in connection herewith and shall indemnify and hold harmless the Security Trustee from any amounts that it is obligated to pay in the way of such taxes. The Borrower will provide the Security Trustee with an appropriate IRS W-8 form upon request. It is understood that the Security Trustee shall be responsible for income reporting only as required by Applicable Law with respect to income earned on the Collateral held by the Security Trustee or the Note Trustee of its powersand will not be responsible for any other reporting; provided, trustshowever, 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. 30.5 For the avoidance of doubt, and without prejudice to the obligations of the Issuer, neither the Security Trustee nor any receiver appointed that pursuant to the Deed first sentence of Charge this paragraph, the Borrower shall be liable responsible for the payment of any taxes on such income. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Security Trustee. The parties hereto acknowledge that, in order to pay any amounts due comply with its obligations under Clauses 9 (Costs the USA PATRIOT Act, Xxxxx Fargo Bank, National Association is required to obtain, verify, and Expenses) record certain information and 11 (Remuneration)documentation from the other parties hereto. Each of the parties hereby agrees that such party will provide Xxxxx Fargo Bank, National Association with such information as it may request as may be necessary for it to satisfy the requirements of the USA PATRIOT Act.

SECURITY TRUSTEE. 30.1 If 19.1 In the event that there is any change in the identity of the Security Trustee or any additional Security Trustee is appointed in accordance with the Deed of Charge, the parties to this Agreement retiring Security Trustee, the Cash Manager, the Custodian and the LLP shall execute such documents and take such action actions as such successor or additional Security Trustee and the outgoing new Security Trustee may reasonably require for the purpose of vesting in such successor or additional new Security Trustee the rights and obligations of the outgoing retiring Security Trustee under this Agreement and the Deed of Charge and, if so determined by the new Security Trustee, releasing the outgoing retiring Security Trustee from any future further obligations under this Agreementthereunder. 30.2 The 19.2 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 Custodian, the Cash Manager or the LLP or any other party to this Agreement or any third party under or in connection with this Agreement notwithstanding any provision herein and that the Security Trustee has agreed to become a party to this Agreement to receive for the purpose only of taking the benefit of certain provisions this Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the rights and for powers and duties of and any determination by the better preservation and enforcement Security Trustee are governed by the Deed of its rights under this Agreement but shall not assume any obligations or liabilities hereunderCharge. Any liberty or right which may be exercised (or any 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 Bond 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 terms provisions of the Deed of Charge. For the avoidance of doubt and without prejudice to the obligations of the LLP, neither the Security Trustee nor any receiver or Appointee appointed pursuant to the Deed of Charge shall be liable to pay any amounts due under this Agreement. 30.3 19.3 The Security Trustee shall not have any duty to monitor or supervise the performance by the Servicer Custodian of its duties and obligations under this Agreement or any other Transaction Document (and the Security Trustee shall be entitled to assume that the Servicer Custodian 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 Losses suffered by any party hereto or any other party resulting from the acts or omissions of the Servicer Custodian or any of its agents, sub-contractors, representatives or delegates in the discharge of any of the duties and obligations the Servicer Custodian is obliged to perform as the agent of, among others, the Security Trustee. 30.4 All the provisions of the Deed of Charge and the Trust Deed relating to the exercise by the Security Trustee or the Note 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. 30.5 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 Clauses 9 (Costs and Expenses) and 11 (Remuneration).