Common use of Trust Matters Clause in Contracts

Trust Matters. (a) Each Australian Loan Party that is a trustee (each such entity, a “Trustee Subsidiary”): (i) has taken all necessary actions required by the constituent document of the relevant trust to authorize the entry into, the delivery of and performance of the Loan Documents to which it is expressed to be a party; (ii) has properly performed its obligations to the relevant trust beneficiaries in entering into each Loan Document to which it is expressed to be a party; (iii) has power as trustee of the relevant trust to enter and perform its obligations under each Loan Document to which it is expressed to be a party and to carry out the transactions contemplated by those documents; (iv) is the only trustee of any trust of which it is a trustee, unless it is a joint trustee and that other trustee is also a Loan Party; and (A) has a right to be fully indemnified out of the property the subject of the relevant trust in relation to the obligations under each Loan Document to which it is expressed to be a party, (B) has not released or disposed of the trustee’s equitable lien over the relevant trust property which secures that indemnity, and (C) has not committed any breach of trust or done or omitted to do anything which has prejudiced or limited its rights of indemnity or equitable lien. (b) No action has been taken to (i) remove any Trustee Subsidiary as trustee of the relevant trust or to appoint an additional trustee of the relevant trust (unless, in each case, the relevant trustee is replaced by another Loan Party) and (ii) to terminate any trust of which a Trustee Subsidiary is a trustee other than where the trust has no material assets, or if the assets of the trust are transferred to another Loan Party. (c) Each Trustee Subsidiary has delivered to the Administrative Agent a copy of the trust deed and all other instruments creating or evidencing the terms of the trust in respect of the trust in relation to which it acts as trustee. (d) Entry into each Loan Document to which a Trustee Subsidiary is a party is for the reasonable commercial benefit of the beneficiaries of the relevant trust. (e) Each Secured Party’s rights under the Loan Documents which a Trustee Subsidiary enters into rank in priority to the interests of the beneficiaries of the relevant trust.

Trust Matters. (a) Each Australian Loan Party that is a trustee (each such entity, a “Trustee Subsidiary”): (i) has taken all necessary actions required by the constituent document of the relevant trust to authorize the entry into, the delivery of and performance of the Loan Documents to which it is expressed to be a party; (ii) has properly performed its obligations to the relevant trust beneficiaries in entering into each Loan Document to which it is expressed to be a party;; 118 (iii) has power as trustee of the relevant trust to enter and perform its obligations under each Loan Document to which it is expressed to be a party and to carry out the transactions contemplated by those documents; (iv) is the only trustee of any trust of which it is a trustee, unless it is a joint trustee and that other trustee is also a Loan Party; and (A) has a right to be fully indemnified out of the property the subject of the relevant trust in relation to the obligations under each Loan Document to which it is expressed to be a party, (B) has not released or disposed of the trustee’s equitable lien over the relevant trust property which secures that indemnity, and (C) has not committed any breach of trust or done or omitted to do anything which has prejudiced or limited its rights of indemnity or equitable lien. (b) No action has been taken to (i) remove any Trustee Subsidiary as trustee of the relevant trust or to appoint an additional trustee of the relevant trust (unless, in each case, the relevant trustee is replaced by another Loan Party) and (ii) to terminate any trust of which a Trustee Subsidiary is a trustee other than where the trust has no material assets, or if the assets of the trust are transferred to another Loan Party. (c) Each Trustee Subsidiary has delivered to the Administrative Agent a copy of the trust deed and all other instruments creating or evidencing the terms of the trust in respect of the trust in relation to which it acts as trustee. (d) Entry into each Loan Document to which a Trustee Subsidiary is a party is for the reasonable commercial benefit of the beneficiaries of the relevant trust. (e) Each Secured Party’s rights under the Loan Documents which a Trustee Subsidiary enters into rank in priority to the interests of the beneficiaries of the relevant trust.