Common use of Trustee Provisions Clause in Contracts

Trustee Provisions. 21.1 The Recipient in its personal capacity and in its capacity as trustee of the trust specified in Item 14 of the Reference Schedule (Trust) warrants that:‌ (a) the Trust is validly created and is in existence; (b) the Trust has not been determined, wound up, or ceased to exist and will remain in force during the Term and the Recipient has no knowledge of any event or circumstance which may give rise to the termination, winding up or cessation of the Trust; (c) the Recipient is the sole trustee of the Trust and is not aware of any action to remove it as trustee of the Trust and will not take any action to resign as trustee before the completion of all obligations of the Recipient under this Agreement; (d) the Recipient has the power to enter into and observe its obligations under this Agreement in its capacity as trustee of the Trust; (e) the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed of the Trust);‌ (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient Contribution.

Trustee Provisions. 21.1 The Recipient in its personal capacity and in its capacity 16.1 Transaction Party liable as trustee of the trust specified and in Item 14 of the Reference Schedule (Trust) warrants that:‌its own right 16.2 Trust representations and warranties (a) (power and authority) it has full and valid power and authority under the Trust deed establishing the Trust, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into each Transaction Document to which it is validly created expressed to be a party and is in existenceto carry out the transactions contemplated by those documents; (b) (no revocation) the deed establishing the Trust has have not been determinedvaried, wound up, or ceased to exist and will remain in force during the Term revoked and the Recipient has no knowledge Trust is a valid and subsisting trust; (c) (proper administration and benefit) it enters into each Transaction Document to which it is expressed to be a party and the transactions contemplated by those documents for the proper administration of any event or circumstance which may give rise to the termination, winding up or cessation Trust and for the benefit of all of the beneficiaries of the Trust; (cd) (no termination) no action has been taken or proposed to terminate the Recipient Trust and no beneficiary is presently entitled to any of the assets of the Trust (other than income); (e) (sole trustee) it is the sole trustee of the Trust and is not aware of any action to remove Trust, it has been validly appointed as trustee of the Trust and will not take any no action has been taken to resign remove it as trustee before the completion of all obligations of the Recipient under this Agreementtrustee; (df) (no resettlement) no property of the Trust has been re-settled or set aside or transferred to any other trust; (g) (compliance with Laws) the Recipient has constituent documents of the power Trust comply with all applicable Laws; (h) (no conflict) neither this document nor any other Transaction Document to enter into and observe its obligations under this Agreement in its capacity as trustee which it is expressed to be a party conflicts with the operation or terms of the Trust; (e) the Recipient has all authorisations necessary to: (i) enter into (right of indemnity) it has the right to be indemnified out of, and a lien over, the assets of the Trust for all liabilities incurred by it under the Transaction Documents, and this Agreement; (ii) perform its obligations under this Agreementright has not been limited in any way, no such restriction or limitation will be created or permitted to exist, it has no liability which may be set off against that right of indemnity and that right of indemnity will have priority over the right of the beneficiaries to the Trust's assets; and (iiij) allow those obligations to be enforced against it(recourse of BOQ Specialist) BOQ Specialist has the benefit of its rights of indemnity against, (including all authorisations under and lien over, the trust deed of the Trust);‌ (f) the Recipient is not in material default under the trust deed assets of the Trust; (g) , and has recourse to the Recipient is entitled to be indemnified out of the property assets of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable liabilities under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number each Transaction Document to which the Recipient has applied the Initial Payment and the Initial Recipient Contributionit is expressed to be a party.

Trustee Provisions. 21.1 The Recipient in its personal capacity and in its capacity as trustee of the trust specified in Item 14 of the Reference Schedule (Trust) warrants that:‌ (a) If the Trust is validly created and is Borrower now or at any time in existence;the future holds the Mortgaged Property as trustee, or if the Borrower receives accommodation from the Lender or enter(s) into this Agreement as a trustee, the following paragraphs apply. References in this clause to the “Trustee” mean the Borrower. (b) The Trustee will ensure that none of the Trust has following occurs throughout the duration of this Agreement without the prior written consent of the Lender (which consent will not been determinedbe unreasonably withheld where the Lender is satisfied that the consent will in no way affect or be likely to affect its Security or the financial position of the Trustee or enable them to be affected). It will be an Event of Default under this Agreement if any of the following shall occur without such consent, wound upnamely: (i) a relevant trust deed or other instrument of trust is altered (whether by way of resettlement, revocation, amendment, declaration of other trusts, appointment or otherwise); (ii) the Trustee is removed or retires as trustee of any relevant trust, or ceased any application is made for the removal of the Trustee or for any accounts to exist and will remain in force during be taken or for any property or funds to be brought into court or administered by or under the Term and control of a court; (iii) any new or additional trustee is appointed; (iv) any capital distribution is made to beneficiaries or unit holders, whether by means of payment, appropriation, appointment, advancement, transfer or otherwise; (v) any beneficiary is allowed the Recipient has no knowledge use of any event trust assets for the beneficiary’s own purposes; (vi) any resettlement of any trust fund or circumstance which may give rise part of it or any transfer to another trust or trustee is made; (vii) the termination, winding up or cessation Trustee is in default of its Obligations in respect of a trust; (viii) the Right of the TrustTrustee to be indemnified from trust assets in respect of any liability is in any way prohibited or restricted; (ix) the vesting date or termination of any relevant trust occurs or is accelerated; or (x) the Trustee (otherwise than in the ordinary course of business, as empowered under the terms of the relevant trust) incurs any debt, disposes of any property, lends money, gives a Security over any trust assets, mixes trust assets, compromises any Claim in relation to trust assets, parts with possession of trust assets, or increases its remuneration as trustee. (c) The Trustee warrants that no event or circumstance referred to in the Recipient preceding paragraph has already occurred or exists, except as disclosed in writing to the Lender. (d) If an Event of Default occurs, the Trustee will, at the request of the Lender, exercise all the Trustee’s Rights of indemnity in relation to trust assets and all rights against the beneficiaries. The Trustee further irrevocably for valuable consideration and by way of security appoints the Lender and its Authorised Representative jointly and severally as the attorney of the Trustee after such Event of Default occurs, in the name of the Trustee to exercise such Rights. (e) The Trustee warrants that: (i) all relevant trusts have been disclosed to the Lender; (ii) the Trustee is the sole trustee of each relevant trust; (iii) the Trust full terms of such trust or trusts have been disclosed to the Lender; (iv) this Agreement is executed and is not aware all transactions relating to it are being entered into as part of any action the due and proper administration of the relevant trust; (v) all such transactions are for the benefit of the relevant beneficiaries; (vi) in giving this Agreement, the Borrower gives Security over the whole of the legal and beneficial interest in the Mortgaged Property in accordance with the Borrower’s Rights under the relevant trust validly exercised; and (vii) the Lender’s Rights under this Agreement will rank in priority to remove it the Rights of the beneficiaries of the relevant trust. (f) The Trustee acknowledges and covenants that all the provisions of this Agreement are binding on the Trustee both personally and in the Trustee’s capacity as trustee and are binding on the Trustee’s successors as trustee of the Trust and relevant trust fund. The Trustee’s liability will remain irrespective of any insufficiency in or lack of recourse to trust assets. (g) To the extent that this Agreement to the Lender’s actual knowledge charges assets of a trust, this Agreement will be deemed not take any action to resign as trustee before the completion of all obligations secure those liabilities of the Recipient under this Agreement; (d) Borrower which are both expressed to be and are incurred by the Recipient has Borrower, to the power to enter into and observe its obligations under this Agreement Lender’s actual knowledge, in its the Borrower’s personal capacity or in a capacity other than as trustee of the Trust; relevant trust (e) unless such liabilities are incurred in the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed exercise or purported exercise of the Trust);‌ (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties Borrower’s Rights as trustee of the Trust such that its entry into trust). References in this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient Contributionsecured moneys will be construed accordingly.

Trustee Provisions. 21.1 The Recipient in its personal capacity and in its capacity as trustee of the trust specified in Item 14 of the Reference Schedule (Trust) warrants that:‌that: (a) the Trust is validly created and is in existence; (b) the Trust has not been determined, wound up, or ceased to exist and will remain in force during the Term and the Recipient has no knowledge of any event or circumstance which may give rise to the termination, winding up or cessation of the Trust; (c) the Recipient is the sole trustee of the Trust and is not aware of any action to remove it as trustee of the Trust and will not take any action to resign as trustee before the completion of all obligations of the Recipient under this Agreement; (d) the Recipient has the power to enter into and observe its obligations under this Agreement in its capacity as trustee of the Trust; (e) the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed of the Trust);‌Trust); (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient Contribution.

Trustee Provisions. 21.1 This clause applies if the Recipient enters into this Agreement in its personal capacity and in its capacity as trustee of a trust and if the trust is specified in Item 12 of the Reference Schedule. 21.2 The Recipient in its personal capacity and in its capacity as trustee of the trust specified in Item 14 12 of the Reference Schedule (Trust) warrants that:‌that: (a) the Trust is validly created and is in existence; (b) the Trust has not been determined, wound up, or ceased to exist and will remain in force during the Term and the Recipient has no knowledge of any event or circumstance which may give rise to the termination, winding up or cessation of the Trust; (c) the Recipient is the sole trustee of the Trust and is not aware of any action to remove it as trustee of the Trust and will not take any action to resign as trustee before the completion of all obligations of the Recipient under this Agreement; (d) the Recipient has the power to enter into and observe its obligations under this Agreement in its capacity as trustee of the Trust; (e) the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed of the Trust);‌Trust); (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 21.3 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 21.4 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.121.2. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient Contribution.

Trustee Provisions. 21.1 The Recipient in its personal capacity and in its capacity as trustee of the trust specified in Item 14 of the Reference Schedule (Trust) warrants that:‌ (a) If the Trust is validly created and is Borrower now or at any time in existence;the future holds the Mortgaged Property as trustee, or if the Borrower receives accommodation from the Lender or enter(s) into this Agreement as a trustee, the following paragraphs apply. References in this clause to the "Trustee" mean the Borrower. (b) The Trustee will ensure that none of the Trust has following occurs throughout the duration of this Agreement without the prior written consent of the Lender (which consent will not been determinedbe unreasonably withheld where the Lender is satisfied that the consent will in no way affect or be likely to affect its Security or the financial position of the Trustee or enable them to be affected). It will be an Event of Default under this Agreement if any of the following shall occur without such consent, wound upnamely: (i) a relevant trust deed or other instrument of trust is altered (whether by way of resettlement, revocation, amendment, declaration of other trusts, appointment or otherwise); (ii) the Trustee is removed or retires as trustee of any relevant trust, or ceased any application is made for the removal of the Trustee or for any accounts to exist and will remain in force during be taken or for any property or funds to be brought into court or administered by or under the Term and control of a court; (iii) any new or additional trustee is appointed; (iv) any capital distribution is made to beneficiaries or unit holders, whether by means of payment, appropriation, appointment, advancement, transfer or otherwise; (v) any beneficiary is allowed the Recipient has no knowledge use of any event trust assets for the beneficiary's own purposes; (vi) any resettlement of any trust fund or circumstance which may give rise part of it or any transfer to another trust or trustee is made; (vii) the termination, winding up or cessation Trustee is in default of its Obligations in respect of a trust; (viii) the Right of the TrustTrustee to be indemnified from trust assets in respect of any liability is in any way prohibited or restricted; (ix) the vesting date or termination of any relevant trust occurs or is accelerated; or (x) the Trustee (otherwise than in the ordinary course of business, as empowered under the terms of the relevant trust) incurs any debt, disposes of any property, lends money, gives a Security over any trust assets, mixes trust assets, compromises any Claim in relation to trust assets, parts with possession of trust assets, or increases its remuneration as trustee. (c) The Trustee warrants that no event or circumstance referred to in the Recipient preceding paragraph has already occurred or exists, except as disclosed in writing to the Lender. (d) If an Event of Default occurs, the Trustee will, at the request of the Lender, exercise all the Trustee's Rights of indemnity in relation to trust assets and all rights against the beneficiaries. The Trustee further irrevocably for valuable consideration and by way of security appoints the Lender and its Authorised Representative jointly and severally as the attorney of the Trustee after such Event of Default occurs, in the name of the Trustee to exercise such Rights. (e) The Trustee warrants that: (i) all relevant trusts have been disclosed to the Lender; (ii) the Trustee is the sole trustee of each relevant trust; (iii) the Trust full terms of such trust or trusts have been disclosed to the Lender; (iv) this Agreement is executed and is not aware all transactions relating to it are being entered into as part of any action the due and proper administration of the relevant trust; (v) all such transactions are for the benefit of the relevant beneficiaries; (vi) in giving this Agreement, the Borrower gives Security over the whole of the legal and beneficial interest in the Mortgaged Property in accordance with the Borrower's Rights under the relevant trust validly exercised; and (vii) the Lender's Rights under this Agreement will rank in priority to remove it the Rights of the beneficiaries of the relevant trust. (f) The Trustee acknowledges and covenants that all the provisions of this Agreement are binding on the Trustee both personally and in the Trustee's capacity as trustee and are binding on the Trustee's successors as trustee of the Trust and relevant trust fund. The Trustee's liability will remain irrespective of any insufficiency in or lack of recourse to trust assets. (g) To the extent that this Agreement to the Lender's actual knowledge charges assets of a trust, this Agreement will be deemed not take any action to resign as trustee before the completion of all obligations secure those liabilities of the Recipient under this Agreement; (d) Borrower which are both expressed to be and are incurred by the Recipient has Borrower, to the power to enter into and observe its obligations under this Agreement Lender's actual knowledge, in its the Borrower's personal capacity or in a capacity other than as trustee of the Trust; relevant trust (e) unless such liabilities are incurred in the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed exercise or purported exercise of the Trust);‌ (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the RecipientBorrower's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties Rights as trustee of the Trust such that its entry into trust). References in this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient Contributionsecured moneys will be construed accordingly.

Trustee Provisions. 21.1 The Recipient in its personal capacity and in its capacity 20.1 If the Buyer enters into this contract as the trustee of any trust ("the trust specified in Item 14 of Trust"), then the Reference Schedule (Trust) warrants that:‌Buyer: (a) warrants to the Seller that: (i) the Trust is created validly created and is in existence; (bii) the Trust has not been determined, wound up, or ceased to exist and will remain in force during the Term and the Recipient has no knowledge of any event or circumstance which may give rise to the termination, winding up or cessation of the Trust; (c) the Recipient Buyer is the sole trustee of the Trust and is not aware of any action appointed validly; (iii) the Buyer has full and free power to remove it as trustee enter into this contract and to perform all of the Trust obligations imposed upon it under this contract; and (iv) this contract has been authorised, signed and will not take delivered by the Buyer and is a valid, legal and binding instrument and that if any action consent or approval is required to resign as trustee before the completion entering into of this contract or the performance by the Buyer of its obligations under this contract, it has been obtained; (b) accepts and undertakes the personal liabilities under this contract and the observance, performance and fulfilment of all obligations on behalf of the Recipient Buyer; (c) will not, prior to the satisfaction of all liabilities of the Buyer under this Agreementcontract, personally and/or by the Trust exercise in its own favour any right of indemnification, lien or charge to which it may be entitled under, or in respect of the assets of, the Trust; (d) must hold any of the Recipient has assets of the power Trust (which at any time are in the hands of the Buyer free of their Trust character by virtue of the exercise or purported exercise of any such right of indemnification, lien or charge) on trust for the Seller to enter into and observe its obligations the extent to which any liabilities of the Buyer under this Agreement in its capacity as trustee of the Trustcontract have not been satisfied; (e) agrees that if, at any time prior to the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations satisfaction of any liability of the Buyer under this Agreementcontract, the Buyer ceases for any reason to be the sole trustee of the Trust, the Buyer will procure any new or additional trustee of the Trust to sign in favour of the Seller such agreements relating to this contract as the Seller may reasonably require, including without limitation a covenant on the same terms as those contained in this clause 20; and (iiif) allow those obligations agrees that if, at any time prior to be enforced against it, (including all authorisations under the trust deed satisfaction of any liability of the Trust);‌ (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient Buyer under this Agreement and the property of contract, the Trust is sufficient terminated or for any reason ceases to satisfy that right in full and exist, the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment Buyer will immediately give written notice to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient ContributionSeller.

Trustee Provisions. 21.1 The Recipient (a) In this agreement the term ‘grantor’ mean the grantor both in its personal capacity and in its capacity as trustee a trustee, if applicable. The grantor is personally liable for the performance of the trust specified in Item 14 of agreements herein contained as well as liable as a trustee if that is the Reference Schedule (Trust) warrants that:‌ (a) the Trust is validly created and is in existence;case. (b) Where the Trust has grantor is a trustee, whether or not been determined, wound up, that fact is disclosed or ceased to exist and will remain in force during the Term and the Recipient has no knowledge of any event or circumstance which may give rise known to the terminationsecured party, winding up or cessation of then the Trustgrantor warrants; (ci) the Recipient is the sole trustee of the Trust and is not aware of any action to remove it as trustee of the Trust and will not take any action to resign as trustee before the completion of all obligations of the Recipient under this Agreement; (d) the Recipient It has the power to enter into and observe its obligations under this Agreement all transactions with the secured party which the grantor in its capacity as trustee of the Trust; (e) the Recipient has all authorisations necessary to: (i) fact purports to enter into this Agreementand that all necessary procedures, if any, have been passed and followed; (ii) perform Where any instrument, whether the original or a copy, produced to the secured party and constituting or purporting to constitute the instrument embodying the terms of a trust of which any grantor is trustee: (1) That document does in fact constitute the trust document; (2) It is valid and enforceable according to its obligations under this Agreementterms; (3) There are no amendments to the document which have not been produced to the secured party; and (4) Any changes to the trustees have been disclosed in writing to the secured party (iii) allow those obligations Unless expressly disclosed in writing to be enforced against itthe secured party, mere production of a document or documents constituting an instrument or a copy of an instrument of trust does amount to such disclosure: (including all authorisations under iv) There has been no resettlement or distribution of any part of the corpus of the trust deed of the Trust);‌fund; and (fv) the Recipient There is not no provision in material default under the trust deed of instrument or otherwise whereby the Trust; (g) trustee agrees not to be, or it is provided that the Recipient trustee is not, entitled to be indemnified out of the property assets of the Trust trust fund in relation to all respect of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient trustee to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trustsecured party; (hvi) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the Whilst any part of the Recipientgrantor’s obligations under this agreement or the collateral securities remains outstanding, the grantor must ensure that without the secured party’s prior consent in writing: (1) No trustee will be removed as trustee of any such trust nor will any new trustee of such trust be appointed; (2) No amendment will be made to the terms of the trust instrument of any such trust; and (i3) The vesting day will not be appointed under the Recipient trust instrument, nor will any steps be taken whereby any part of the corpus of the trust is distributed or becomes vested in any person nor will any income of the trust fund be distributed to any person who is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trusta grantor. 21.2 The Recipient is liable under this Item 1 Secured obligation: Loan Agreement in its personal capacity between grantor and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure of: (i) the Initial Payment; and (ii) a further amount equal to the Initial Payment by the Recipient (Initial Recipient Contribution), (b) a description of the Deliverable and the Deliverable Number to which the Recipient has applied the Initial Payment and the Initial Recipient Contribution.secured party dated 29 June 2022

Trustee Provisions. 21.1 The Recipient in its personal capacity following provisions will apply where You have entered into and in its capacity executed this Agreement on Your own behalf and as trustee Trustee of the trust a Trust (as specified in Item 14 section 3 of the Reference Schedule (Trust) warrants that:‌ (a) the Trust is validly created and is in existence; (b) the Trust has not been determined, wound up, or ceased to exist and will remain in force during the Term and the Recipient has no knowledge Part 1 of any event or circumstance which may give rise to the termination, winding up or cessation of the Trust; (c) the Recipient is the sole trustee of the Trust and is not aware of any action to remove it as trustee of the Trust and will not take any action to resign as trustee before the completion of all obligations of the Recipient under this Agreement; (d) the Recipient has the power and for and on behalf of Your successors as such Trustee, from time to enter into and observe its obligations under this Agreement in its capacity as trustee of the Trust; (e) the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed of the Trust);‌ (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipienttime: (a) evidence all assets both present and future of the expenditure ofTrust whether by reason of original settlement, any accretion or any purchase, gift, or other transfer or acquisition however occurring will be available to satisfy the liabilities of the Trustee provided that nothing in this clause releases the Trustee from any liability in Your personal capacity and the Trustee warrants as follows: I. that at the date of this Agreement all the powers and discretions conferred by the Trust deed are capable of being validly exercised by the Trustee and that they have not been varied or revoked and that the Trust is a valid and subsisting trust; and II. that the Trustee is the sole Trustee of the Trust and has full and unfettered power pursuant to the terms of the Trust deed to enter into this Agreement on behalf of the Trust. Furthermore, this Agreement is being executed and entered into as part of the due and proper administration of the Trust and for the benefit of the beneficiaries or unit holders (ias this case may be) of the Initial PaymentTrust; and (iib) a further until the whole of any amount equal payable to Us has been paid the Initial Payment by Trustee will not permit (in so far as it is able to) any of the Recipient (Initial Recipient Contribution),following: I. any resettlement, appointment or distribution of capital of the Trust, or II. any retirement or replacement of trustees or any appointments of new trustees of the Trust or; III. any amendment of the deed establishing the Trust. (ba) a description If any of the Deliverable and above occurs, the Deliverable Number Trustee must inform Us immediately. Failure to which inform Us will be deemed an event of default for the Recipient has applied the Initial Payment and the Initial Recipient Contributionpurposes of clause 14 above.

Trustee Provisions. 21.1 The Recipient (a) Where the Lessee enters into this Lease as trustee for a trust, the Lessee enters into this Lease in its personal capacity and in its capacity also as trustee of the trust specified in Item 14 of the Reference Schedule (Trust) warrants that:‌ (a) the Trust is validly created and is in existence; (b) the Trust has not been determined, wound up, or ceased to exist and will remain in force during the Term and the Recipient has no knowledge of any event or circumstance which may give rise Guarantor agrees and warrants to the termination, winding up or cessation Lessor that the Lessee has full power under the deed of the Trust; (c) the Recipient is the sole trustee of the Trust and is not aware of any action to remove it as trustee of the Trust and will not take any action to resign as trustee before the completion of all obligations of the Recipient under this Agreement; (d) the Recipient has the power trust to enter into this Lease and observe its obligations under this Agreement in its capacity as trustee of the Trust; (e) the Recipient has all authorisations necessary to: (i) enter into this Agreement; (ii) perform its obligations under this Agreement; and (iii) allow those obligations to be enforced against it, (including all authorisations under the trust deed of the Trust);‌ (f) the Recipient is not in material default under the trust deed of the Trust; (g) the Recipient is entitled to be indemnified out of the property of the Trust in relation to all of the obligations and liabilities incurred by the Recipient under this Agreement and the property of the Trust is sufficient to satisfy that right in full and the Recipient has not released or disposed of its equitable lien over the property of the Trust; (h) there is no limitation on the Recipient's right of indemnity against the property of the Trust other than when there has been a breach of trust, breach of duty or fraud on the part of the Recipient; and (i) the Recipient is not acting in breach of its duties as trustee of the Trust such that its entry into this Agreement or the performance or carrying out of its obligations would cause the Recipient to not be indemnified out of the property of the Trust. 21.2 The Recipient is liable under this Agreement in its personal capacity and as trustee of the Trust. 21.3 For the purposes of clause 20.2, an assignment is deemed to occur if the trust deed for the Trust is amended so that the Recipient would no longer be able to make any of the warranties in clause 21.1. SAMPLE 1. [Note: Insert details of the Project Deliverables as set out] 2. [Note: Insert rows as required to provide sufficient Deliverable details.] 3. Schedule 2 – Information and Material for Payment Claims‌ 1. A valid Tax Invoice from the Recipient setting out the amount sought as a Funding Contribution under this Agreement. 2. For the first Payment Claim if the Department has made an Initial Payment to the Recipient: (a) evidence of the expenditure ofalso warrants that: (i) the Initial Paymenttrust is lawfully constituted and has been properly executed; (ii) the trust remains unrevoked and will remain unrevoked during the continuance of this Lease; (iii) the assets of the trust as well as the personal assets of the Lessee and the Guarantor will remain available to satisfy the obligations of the Lessee under this Lease; (iv) the consents of all people necessary to execute this Lease and bind the property of the trust have been obtained; (v) no one has taken action or threatened to take any action to wind up the trust and there are no outstanding claims against the trust by anyone; and (iivi) a further amount equal no facts are known to the Initial Payment by Lessee or Guarantor whereby the Recipient (Initial Recipient Contribution),trust might be wound up voluntarily or otherwise or the assets of the trust might be vested in some other person or that the trust may cease to operate. (b) If the Lessor has entered into this lease as trustee of a description trust and in no other capacity the Lessor is not liable personally to the Lessee for any breach of the Deliverable terms, covenants, conditions, agreements, provisions, stipulations and obligations contained in, and implied by, this lease and, in respect of any breach by the Deliverable Number Lessor, the Lessee is only able to which claim damages from the Recipient has applied Lessor to the Initial Payment extent that the Lessor is able to be reimbursed from the net assets of that trust and no officer of the Initial Recipient ContributionLessor is liable personally to the Lessee.