Common use of Trustee Provisions Clause in Contracts

Trustee Provisions. (A) The Trustee enters into the Agreement only its capacity as Trustee of the Series Trust and in no other capacity. A liability arising under or in connection with the Agreement is limited to and can be enforced against the Trustee only to the extent to which it can be satisfied out of the property of the Series Trust (as the case may be) out of which the Trustee is actually indemnified for the liability. This limitation of the Trustee's liability or obligations under the Agreement applies despite any other clause of the Agreement other than clause 25(c) and extends to all liabilities and obligations in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Agreement. (B) The parties other than the Trustee may not sxx the Trustee in any capacity other than as Trustee of the Series Trust, Including seeking the appointment of a receiver (except in relation to the property of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangement of, or affecting the Trustee (except in relation to the property of the Series Trust, as the case may be). (C) This clause 25 shall not apply to any obligation or liability of the Trustee to the extent that the Trustee is not actually indemnified for the obligation or liability as a result of the Trustee's fraud, negligence or Default. (D) For the purposes of subclause 25(c), it is agreed that the Trustee cannot be regarded as being fraudulent, negligent or in Default to the extent to which any failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been caused or contributed to by a failure of Sx.Xxxxxx Bank Limited, the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person (other than a person whose acts or omissions the Trustee is liable for in accordance with any transaction document in relation to the Series Trust) to fulfil its obligations in relation to the Series Trust, or any other act or omission of Sx.Xxxxxx Bank Limited, the Servicer, the Loan Originator, the Mortgage Manager or Trust Manager or any person. (E) The Trustee (in its capacity as trustee of the Series Trust) is not obliged to do or refrain from doing anything under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25. (F) For the avoidance of doubt, nothing in this clause affects Our rights under this Agreement, or under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect).

Trustee Provisions. Notwithstanding any other terms of this Agreement: (Aa) Clause 32.16 of the Master Trust Deed (as amended by the Series Notice) applies to the obligations and liabilities of the Issuer under this Agreement. (b) The Trustee Issuer enters into the Agreement Transaction Documents and issues the Notes only in its capacity as Trustee trustee of the Series Trust and in no other capacity. A liability incurred by the Issuer acting in its capacity as trustee of the Trust arising under or in connection with the Agreement Transaction Documents or the Trust or in respect of the Notes is limited to and can be enforced against the Trustee Issuer only to the extent to which it can be satisfied out of the property Assets of the Series Trust (as the case may be) out of which the Trustee Issuer is actually indemnified for the liability. This limitation of the TrusteeIssuer's liability or obligations under the Agreement applies despite any other clause provision of the Agreement other than clause 25(c) Transaction Documents and extends to all liabilities and obligations of the Issuer in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the AgreementTransaction Documents or the Trust. (Bc) The parties other than the Trustee Issuer may not sxx sue the Trustee Issuer in any capacity other than as Trustee trustee of the Series Trust, Including seeking Trust or seek the appointment of a receiver (except in relation to the property Assets of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee Issuer or prove in any liquidation, administration or arrangement of, arrangements of or affecting the Trustee Issuer (except in relation to the property Assets of the Series Trust, as the case may be). (Cd) This The provisions of clause 25 shall 32.16 of the Master Trust Deed do not apply to any obligation or liability of the Trustee Issuer to the extent that the Trustee it is not actually indemnified for satisfied because under a Transaction Document or by operation of law there is a reduction in the obligation or liability extent of the Issuer's indemnification out of the Assets of the Trust as a result of the TrusteeIssuer's fraud, negligence negligence, or Defaultwillful default. (De) For the purposes of subclause 25(c), it It is agreed acknowledged that the Trustee cannot be regarded as being fraudulent, negligent or in Default Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the extent to which Trust. No act or omission of the Issuer (including any related failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been Transaction Documents) will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above to the extent to which the act or omission was caused or contributed to by a any failure of Sx.Xxxxxx Bank Limited, by the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person Relevant Parties (other than a person whose acts or omissions the Trustee Issuer is liable for in accordance with any transaction document in relation the Transaction Documents) to fulfill its obligations relating to the Series Trust) to fulfil its obligations in relation to the Series Trust, Trust or by any other act or omission of Sxthe Relevant Parties (other than a person whose acts or omissions the Issuer is liable for in accordance with the Transaction Documents) regardless of whether or not that act or omission is purported to be done on behalf of the Issuer.Xxxxxx Bank Limited (f) No attorney, agent, receiver or receiver and manager appointed in accordance with a Transaction Document has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability and no act or omission of any such person will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above provided (in the case of any person selected and appointed by the Issuer) that the Issuer has exercised reasonable care in the selection of such persons. (g) In this Section 11, "Relevant Parties" means each of the Trust Manager, Interstar, as Seller and as Servicer, the Loan OriginatorCalculation Agent, each Paying Agent, the Mortgage Manager or Trust Manager or Note Trustee and any personSupport Facility Provider. (Eh) The Trustee In this Section 11, "willful default" means any willful failure to comply with, or willful breach by the Issuer of, any of its obligations under any Transaction Document, other than a failure or breach which (in its capacity i) arises as trustee a result of a breach of a Transaction Document by a person other than the Issuer or any officer, employee, agent or delegate of the Series TrustIssuer; and (ii) is not obliged in accordance with a lawful court order or required by law; or (iii) is, in relation to do a Trust, in accordance with a proper instruction or refrain from doing anything direction of the Voting Mortgagees (as defined in the Series Notice) given at a meeting of Voting Mortgagees convened pursuant to the Security Trust Deed in relation to the Trust, or in accordance with any proper instruction or direction of the Noteholders of the Trust at a meeting convened under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Master Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25Deed. (Fi) For the avoidance of doubt, nothing Nothing in this clause affects Our rights under this Agreement, or Section 11 limits the obligations expressly imposed on the Issuer under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect)Transaction Documents.

Trustee Provisions. (Aa) The Trustee enters into Second Insured holds the Agreement benefit of each Policy only in its capacity as Trustee trustee of the Series Trust and in no other capacity. A liability arising or obligation of the Second Insured to pay money under or in connection with the Agreement is limited to and each Policy can be enforced against the Trustee Second Insured only to the extent to which it can be satisfied out of the property of the Series Trust (as the case may be) out of which the Trustee Second Insured is actually indemnified for the liability. This limitation of the TrusteeSecond Insured's liability liabilities or obligations under the Agreement this Policy applies despite any other clause provision of the Agreement other than clause 25(c) each Policy and extends to all liabilities and obligations in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Agreement.each Policy; (Bb) The parties other than the Trustee Insurer may not sxx sue the Trustee Second Insured in any capacity other than as Trustee trustee of the Series Trust, Including including seeking the appointment of a receiver (except in relation to the property of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee Second Insured or prove in any liquidation, administration or arrangement of, or affecting the Trustee Second Insured (except in relation to the property of the Series Trust, as the case may be).; (Cc) This The provisions of this clause 25 1.5 shall not apply to any obligation or liability of the Trustee Second Insured to the extent that the Trustee Second Insured is not actually indemnified for the obligation or liability as a result of the TrusteeSecond Insured's fraud, negligence or Default. (D) breach of trust. For the purposes of subclause 25(c)these purposes, it is agreed that the Trustee Second Insured cannot be regarded as being fraudulent, negligent or in Default breach of trust to the extent to which any failure by the Trustee Second Insured to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement a Policy has been caused or contributed to by a failure of Sx.Xxxxxx Bank Limitedby the First Insured, the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Master Trust Deed and Supplementary Terms NoticeNotice detailed in the Schedule) or any other person (other than a person whose in respect of which the Second Insured is liable for their acts or omissions the Trustee is liable for in accordance with any transaction document in relation to the Series Trustunder such Master Trust Deed or Supplementary Terms Notice) to fulfil its obligations in relation to the Series Trust, Trust or under the Policy or any other act or omission of Sx.Xxxxxx Bank Limited, the Servicer, the Loan Originator, the Mortgage Manager or Trust Manager or any such person. (Ed) The Trustee (in its capacity as trustee of the Series Trust) Second Insured is not obliged to do or refrain from doing anything under the Agreement a Policy (Including including incur any liability) unless the TrusteeSecond Insured's liability is limited in the same manner as set out in paragraphs (a) to (c) of this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25clause. (Fe) For the avoidance of doubt, nothing in this clause affects Our affect's the Insurer's rights under this Agreementa Policy, or under the Insurance Contracts Axx 0000Act, to avoid or reduce a claim which may be made by by, or on behalf of, the Trustee Second Insured under the Agreement a Policy (or to obtain a declaration or any order to that effect).

Trustee Provisions. (Aa) The County and Ygrene hereby appoint the Trustee to act as trustee for the benefit of Ygrene with respect to the enforcement rights described in Section 1(b) of this Master Agreement, and the Trustee accepts such appointment. (b) The Trustee enters into is hereby instructed by Ygrene and the County to, and the Trustee hereby agrees to, accept and hold in trust for the benefit of Ygrene the Special Tax Revenues transferred to the Trustee under Section 5 of this Master Agreement only its capacity or collected by it through judicial foreclosure and distribute the Special Tax Revenues for each Property as directed in writing by Ygrene. (c) The Trustee is hereby instructed by Ygrene and the County to, and the Trustee hereby agrees to, accept and hold in trust for the benefit of Ygrene all present or future rights of the Series Trust County to enforce or cause the enforcement of the payment of any delinquent Special Tax collectible for each Property through judicial foreclosure, in trust, for the benefit of Ygrene; provided, that the Trustee hereby agrees that it will not initiate any such judicial foreclosure proceeding against any Property as long as the County is in compliance with its covenant set forth in Section 4(d) of this Master Agreement with respect to such Property. The Trustee hereby agrees that it will not initiate any such judicial foreclosure proceeding against any Property to enforce a delinquent installment of the Special Tax if the County shall have paid, and the Trustee shall have received, one hundred percent (100%) of the amount of such delinquent installment of the Special Tax through the County’s so-called “Xxxxxx Plan.” (d) If the Trustee is notified in writing by Ygrene that the County is not in compliance with its covenant set forth in Section 4(d) of this Master Agreement with respect to a Property, then, if directed in writing by Ygrene and upon receiving indemnification satisfactory to it, the Trustee will initiate foreclosure proceedings as authorized by the Act in order to enforce the lien of each delinquent installment of the Special Tax for such Property and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale. (e) The recitals of fact herein shall not be taken as statements of the Trustee, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Master Agreement or any Supplemental Assignment and the Trustee shall incur no liability in respect thereof. The Trustee shall be under no responsibility or duty with respect to the application of any moneys properly paid to it except as provided herein or as otherwise expressly agreed by the Trustee. The Trustee shall be under no obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any suit in respect of this Master Agreement or any Supplemental Assignment or to advance any of its own moneys, unless indemnified to its reasonable satisfaction. The Trustee shall not be liable in connection with the performance of its duties under this Master Agreement or any Supplemental Assignment except for its own negligence or willful misconduct. (f) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Master Agreement and each Supplemental Assignment. The Trustee shall not take any discretionary action under this Master Agreement or any Supplemental Assignment without the written approval of Ygrene and shall take such discretionary action permitted or required under the Master Agreement and any Supplemental Assignment, as may be directed in writing by Ygrene. (g) The Trustee, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other capacitypaper or document furnished to it pursuant to any provision of this Master Agreement or any Supplemental Assignment, shall examine such instrument to determine whether it conforms to the requirements of this Master Agreement or any Supplemental Assignment and shall be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. A liability The Trustee may consult with counsel selected by it in respect of any action taken or suffered by the Trustee under this Master Agreement or any Supplemental Assignment. Specifically, and without limiting the foregoing, the Trustee may rely upon directions, instructions and information given or provided to it by Ygrene or persons or entities acting on its behalf, as set forth in this Master Agreement or any Supplemental Assignment, without further review thereof (other than examining such instrument to determine whether it conforms to the requirements of this Master Agreement and any Supplemental Assignment), and shall not be liable or responsible for the accuracy of the contents contained in such directions, instructions and information or for taking any actions on the basis thereof. (h) Ygrene has agreed to pay, or provide for payment of, the Trustee’s fees and expenses from time to time as set forth in a separate agreement between Ygrene and the Trustee as compensation for all services rendered by the Trustee under this Master Agreement and any Supplemental Assignment. The Trustee shall not have a lien on any moneys or other assets at any time held or received by it under this Master Agreement or any Supplemental Assignment. (i) The Trustee may resign at any time and be discharged of the duties and obligations created by this Master Agreement and all Supplemental Assignments by giving not less than sixty (60) days’ written notice to the County, Ygrene, and all assignees with respect to which the Trustee has received notice pursuant to Section 9(d) of this Master Agreement. No resignation shall become effective until the acceptance of appointment by a successor Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (j) The Trustee may be removed at any time by an instrument or concurrent instruments in writing, signed by Ygrene and all assignees with respect to which the Trustee has received notice pursuant to Section 9(d) of this Master Agreement and filed with the Trustee; provided that no removal shall become effective until the acceptance of appointment by a successor Trustee. (k) In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, Ygrene shall appoint a successor Trustee. (l) Any successor Trustee appointed under this Master Agreement shall execute, acknowledge and deliver to its predecessor, and also to the County, Ygrene and all assignees with respect to which notice has been provided to the predecessor Trustee pursuant to Section 9(d) of this Master Agreement, an instrument accepting such appointment and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named; but the Trustee ceasing to act nevertheless, shall execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as reasonably may be required for more fully and certainly vesting and confirming in such successor all the right, title and interest of the predecessor Trustee in and to any property held by it under this Master Agreement and any Supplemental Assignment, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions set forth in or pursuant to this Master Agreement and all Supplemental Assignments. Should any deed, conveyance or instrument in writing from the County or Ygrene be required by such successor Trustee for more fully and certainly vesting in and confirming any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing, on request and so far as may be authorized by law, shall be executed, acknowledged and delivered by the County and Ygrene. (m) Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it may be party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be a bank or trust company organized under the laws of any state of the United States or a national banking association, and shall be authorized by law to perform all the duties imposed upon it by this Master Agreement and all Supplemental Assignments, shall be the successor to the Trustee without the execution or filing of any paper or the performance of any further act. (n) Ygrene shall indemnify, defend, and hold harmless the Trustee against any loss, damages, liability, or expense incurred without negligence or bad faith on the part of the Trustee and arising under out of or in connection with the acceptance or administration of the trusts created by this Master Agreement is limited to and can be enforced all Supplemental Assignments, including costs and expenses (including attorneys’ fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers under this Master Agreement or any Supplemental Assignment. The rights of the Trustee only to and the extent to which it can be satisfied out obligations of Ygrene under this paragraph shall survive the property of the Series Trust (as the case may be) out of which the Trustee is actually indemnified for the liability. This limitation resignation or removal of the Trustee's liability or obligations under the Agreement applies despite any other clause of the Agreement other than clause 25(c) and extends to all liabilities and obligations in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Agreement. (B) The parties other than the Trustee may not sxx the Trustee in any capacity other than as Trustee of the Series Trust, Including seeking the appointment of a receiver (except in relation to the property of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangement of, or affecting the Trustee (except in relation to the property of the Series Trust, as the case may be). (C) This clause 25 shall not apply to any obligation or liability of the Trustee to the extent that the Trustee is not actually indemnified for the obligation or liability as a result of the Trustee's fraud, negligence or Default. (D) For the purposes of subclause 25(c), it is agreed that the Trustee cannot be regarded as being fraudulent, negligent or in Default to the extent to which any failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been caused or contributed to by a failure of Sx.Xxxxxx Bank Limited, the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person (other than a person whose acts or omissions the Trustee is liable for in accordance with any transaction document in relation to the Series Trust) to fulfil its obligations in relation to the Series Trust, or any other act or omission of Sx.Xxxxxx Bank Limited, the Servicer, the Loan Originator, the Mortgage Manager or Trust Manager or any person. (E) The Trustee (in its capacity as trustee of the Series Trust) is not obliged to do or refrain from doing anything under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25. (F) For the avoidance of doubt, nothing in this clause affects Our rights under this Agreement, or under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect).

Trustee Provisions. Notwithstanding any other terms of this Agreement: (Aa) Clause 32.16 of the Master Trust Deed (as amended by the Series Notice) applies to the obligations and liabilities of the Issuer under this Agreement. (b) The Trustee Issuer enters into the Agreement Transaction Documents and issues the Notes only in its capacity as Trustee trustee of the Series Trust and in no other capacity. A liability incurred by the Issuer acting in its capacity as trustee of the Trust arising under or in connection with the Agreement Transaction Documents or the Trust or in respect of the Notes is limited to and can be enforced against the Trustee Issuer only to the extent to which it can be satisfied out of the property Assets of the Series Trust (as the case may be) out of which the Trustee Issuer is actually indemnified for the liability. This limitation of the TrusteeIssuer's liability or obligations under the Agreement applies despite any other clause provision of the Agreement other than clause 25(c) Transaction Documents and extends to all liabilities and obligations of the Issuer in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the AgreementTransaction Documents or the Trust. (Bc) The parties other than the Trustee Issuer may not sxx xxx the Trustee Issuer in any capacity other than as Trustee trustee of the Series Trust, Including seeking Trust or seek the appointment of a receiver (except in relation to the property Assets of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee Issuer or prove in any liquidation, administration or arrangement of, arrangements of or affecting the Trustee Issuer (except in relation to the property Assets of the Series Trust, as the case may be). (Cd) This The provisions of clause 25 shall 32.16 of the Master Trust Deed do not apply to any obligation or liability of the Trustee Issuer to the extent that the Trustee it is not actually indemnified for satisfied because under a Transaction Document or by operation of law there is a reduction in the obligation or liability extent of the Issuer's indemnification out of the Assets of the Trust as a result of the TrusteeIssuer's fraud, negligence negligence, or Defaultwillful default. (De) For the purposes of subclause 25(c), it It is agreed acknowledged that the Trustee cannot be regarded as being fraudulent, negligent or in Default Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the extent to which Trust. No act or omission of the Issuer (including any related failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been Transaction Documents) will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above to the extent to which the act or omission was caused or contributed to by a any failure of Sx.Xxxxxx Bank Limited, by the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person Relevant Parties (other than a person whose acts or omissions the Trustee Issuer is liable for in accordance with any transaction document in relation the Transaction Documents) to fulfill its obligations relating to the Series Trust) to fulfil its obligations in relation to the Series Trust, Trust or by any other act or omission of Sxthe Relevant Parties (other than a person whose acts or omissions the Issuer is liable for in accordance with the Transaction Documents) regardless of whether or not that act or omission is purported to be done on behalf of the Issuer.Xxxxxx Bank Limited (f) No attorney, agent, receiver or receiver and manager appointed in accordance with a Transaction Document has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability and no act or omission of any such person will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above provided (in the case of any person selected and appointed by the Issuer) that the Issuer has exercised reasonable care in the selection of such persons. (g) In this Section 11, "Relevant Parties" means each of the Trust Manager, Interstar, as Seller and as Servicer, the Loan OriginatorCalculation Agent, each Paying Agent, the Mortgage Manager or Trust Manager or Note Trustee and any personSupport Facility Provider. (Eh) The Trustee In this Section 11, "willful default" means any willful failure to comply with, or willful breach by the Issuer of, any of its obligations under any Transaction Document, other than a failure or breach which (in its capacity i) arises as trustee a result of a breach of a Transaction Document by a person other than the Issuer or any officer, employee, agent or delegate of the Series Issuer; and (ii) is in accordance with a lawful court order or required by law; or (iii) is, in relation to a Trust, in accordance with a proper instruction or direction of the Voting Mortgagees (as defined in the Security Trust Deed in relation to the Trust) is not obliged given at a meeting of Voting Mortgagees convened pursuant to do the Security Trust Deed in relation to the Trust, or refrain from doing anything in accordance with any proper instruction or direction of the Noteholders of the Trust at a meeting convened under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Master Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25Deed. (Fi) For the avoidance of doubt, nothing Nothing in this clause affects Our rights under this Agreement, or Section 11 limits the obligations expressly imposed on the Issuer under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect)Transaction Documents.

Trustee Provisions. Notwithstanding any other terms of this Agreement: 12.3.1 clause 32.16 of the Master Trust Deed (Aas amended by the Series Notice) applies to the obligations and liabilities of the Issuer under this Agreement. 12.3.2 The Trustee Issuer enters into the Agreement Transaction Documents and issues the Notes only in its capacity as Trustee trustee of the Series Trust and in no other capacity. A liability incurred by the Issuer acting in its capacity as trustee of the Trust arising under or in connection with the Agreement Transaction Documents or the Trust or in respect of the Notes is limited to and can be enforced against the Trustee Issuer only to the extent to which it can be satisfied out of the property Assets of the Series Trust (as the case may be) out of which the Trustee Issuer is actually indemnified for the liability. This limitation of the TrusteeIssuer's liability or obligations under the Agreement applies despite any other clause provision of the Agreement other than clause 25(c) Transaction Documents and extends to all liabilities and obligations of the Issuer in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the AgreementTransaction Documents or the Trust. (B) 12.3.3 The parties other than the Trustee Issuer may not sxx sue the Trustee Issuer in any capacity other than as Trustee trustee of the Series Trust, Including seeking Trust or seek the appointment of a receiver (except in relation to the property Assets of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee Issuer or prove in any liquidation, administration or arrangement of, arrangements of or affecting the Trustee Issuer (except in relation to the property Assets of the Series Trust, as the case may be). (C) This 12.3.4 The provisions of clause 25 shall 32.16 of the Master Trust Deed do not apply to any obligation or liability of the Trustee Issuer to the extent that the Trustee it is not actually indemnified for satisfied because under a Transaction Document or by operation of law there is a reduction in the obligation or liability extent of the Issuer's indemnification out of the Assets of the Trust as a result of the TrusteeIssuer's fraud, negligence negligence, or Defaultwilful default. (D) For the purposes of subclause 25(c), it 12.3.5 It is agreed acknowledged that the Trustee cannot be regarded as being fraudulent, negligent or in Default Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the extent to which Trust. No act or omission of the Issuer (including any related failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been Transaction Documents) will be considered fraud, negligence or wilful default of the Issuer for the purpose of paragraph (d) above to the extent to which the act or omission was caused or contributed to by a any failure of Sx.Xxxxxx Bank Limited, by the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person Relevant Parties (other than a person whose acts or omissions the Trustee Issuer is liable for in accordance with any transaction document in relation to the Series TrustTransaction Documents) to fulfil its obligations in relation relating to the Series Trust, Trust or by any other act or omission of Sxthe Relevant Parties (other than a person whose acts or omissions the Issuer is liable for in accordance with the Transaction Documents) regardless of whether or not that act or omission is purported to be done on behalf of the Issuer.Xxxxxx Bank Limited 12.3.6 No attorney, agent, receiver or receiver and manager appointed in accordance with a Transaction Document has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Issuer for the purpose of paragraph (d) above provided (in the case of any person selected and appointed by the Issuer) that the Issuer has exercised reasonable care in the selection of such persons. 12.3.7 In this clause 12, "RELEVANT PARTIES" means each of the Trust Manager, the Servicer, the Loan OriginatorCalculation Agent, each Paying Agent, the Mortgage Manager or Trust Manager or Note Trustee and any personSupport Facility Provider. (E) The Trustee (in its capacity as trustee of the Series Trust) is not obliged to do or refrain from doing anything under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25. (F) For the avoidance of doubt, nothing in this clause affects Our rights under this Agreement, or under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect).

Trustee Provisions. Notwithstanding any other terms of this Agreement: (Aa) Clause 32.16 of the Master Trust Deed (as amended by the Series Notice) applies to the obligations and liabilities of the Issuer under this Agreement. (b) The Trustee Issuer enters into the Agreement Transaction Documents and issues the Notes only in its capacity as Trustee trustee of the Series Trust and in no other capacity. A liability incurred by the Issuer acting in its capacity as trustee of the Trust arising under or in connection with the Agreement Transaction Documents or the Trust or in respect of the Notes is limited to and can be enforced against the Trustee Issuer only to the extent to which it can be satisfied out of the property Assets of the Series Trust (as the case may be) out of which the Trustee Issuer is actually indemnified for the liability. This limitation of the TrusteeIssuer's liability or obligations under the Agreement applies despite any other clause provision of the Agreement other than clause 25(c) Transaction Documents and extends to all liabilities and obligations of the Issuer in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the AgreementTransaction Documents or the Trust. (Bc) The parties other than the Trustee Issuer may not sxx sue the Trustee Issuer in any capacity other than as Trustee trustee of the Series Trust, Including seeking Trust or seek the appointment of a receiver (except in relation to the property Assets of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee Issuer or prove in any liquidation, administration or arrangement of, arrangements of or affecting the Trustee Issuer (except in relation to the property Assets of the Series Trust, as the case may be). (Cd) This The provisions of clause 25 shall 32.16 of the Master Trust Deed do not apply to any obligation or liability of the Trustee Issuer to the extent that the Trustee it is not actually indemnified for satisfied because under a Transaction Document or by operation of law there is a reduction in the obligation or liability extent of the Issuer's indemnification out of the Assets of the Trust as a result of the TrusteeIssuer's fraud, negligence negligence, or Defaultwillful default. (De) For the purposes of subclause 25(c), it It is agreed acknowledged that the Trustee cannot be regarded as being fraudulent, negligent or in Default Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the extent to which Trust. No act or omission of the Issuer (including any related failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been Transaction Documents) will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above to the extent to which the act or omission was caused or contributed to by a any failure of Sx.Xxxxxx Bank Limited, by the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person Relevant Parties (other than a person whose acts or omissions the Trustee Issuer is liable for in accordance with any transaction document in relation the Transaction Documents) to fulfill its obligations relating to the Series Trust) to fulfil its obligations in relation to the Series Trust, Trust or by any other act or omission of Sxthe Relevant Parties (other than a person whose acts or omissions the Issuer is liable for in accordance with the Transaction Documents) regardless of whether or not that act or omission is purported to be done on behalf of the Issuer.Xxxxxx Bank Limited (f) No attorney, agent, receiver or receiver and manager appointed in accordance with a Transaction Document has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability and no act or omission of any such person will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above provided (in the case of any person selected and appointed by the Issuer) that the Issuer has exercised reasonable care in the selection of such persons. (g) In this Section 11, "Relevant Parties" means each of the Trust Manager, Interstar, as Seller and as Servicer, the Loan OriginatorCalculation Agent, each Paying Agent, the Mortgage Manager or Trust Manager or any person. (E) The Trustee (in its capacity as trustee of the Series Trust) is not obliged to do or refrain from doing anything under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubtNote Registrar, the Note Trustee in its capacity as Trustee of the Series Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25Support Facility Provider. (F) For the avoidance of doubt, nothing in this clause affects Our rights under this Agreement, or under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect).

Trustee Provisions. Notwithstanding any other terms of this Agreement: (Aa) Clause 32.16 of the Master Trust Deed (as amended by the Series Notice) applies to the obligations and liabilities of the Issuer under this Agreement. (b) The Trustee Issuer enters into the Agreement Transaction Documents and issues the Notes only in its capacity as Trustee trustee of the Series Trust and in no other capacity. A liability incurred by the Issuer acting in its capacity as trustee of the Trust arising under or in connection with the Agreement Transaction Documents or the Trust or in respect of the Notes is limited to and can be enforced against the Trustee Issuer only to the extent to which it can be satisfied out of the property Assets of the Series Trust (as the case may be) out of which the Trustee Issuer is actually indemnified for the liability. This limitation of the TrusteeIssuer's liability or obligations under the Agreement applies despite any other clause provision of the Agreement other than clause 25(c) Transaction Documents and extends to all liabilities and obligations of the Issuer in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the AgreementTransaction Documents or the Trust. (Bc) The parties other than the Trustee Issuer may not sxx xxx the Trustee Issuer in any capacity other than as Trustee trustee of the Series Trust, Including seeking Trust or seek the appointment of a receiver (except in relation to the property Assets of the Series Trust, as the case may be), a liquidator, an administrator or any similar person to the Trustee Issuer or prove in any liquidation, administration or arrangement of, arrangements of or affecting the Trustee Issuer (except in relation to the property Assets of the Series Trust, as the case may be). (Cd) This The provisions of clause 25 shall 32.16 of the Master Trust Deed do not apply to any obligation or liability of the Trustee Issuer to the extent that the Trustee it is not actually indemnified for satisfied because under a Transaction Document or by operation of law there is a reduction in the obligation or liability extent of the Issuer's indemnification out of the Assets of the Trust as a result of the TrusteeIssuer's fraud, negligence negligence, or Defaultwillful default. (De) For the purposes of subclause 25(c), it It is agreed acknowledged that the Trustee cannot be regarded as being fraudulent, negligent or in Default Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the extent to which Trust. No act or omission of the Issuer (including any related failure by the Trustee to satisfy its liabilities or obligations or breach of representation or warranty under the Agreement has been Transaction Documents) will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above to the extent to which the act or omission was caused or contributed to by a any failure of Sx.Xxxxxx Bank Limited, by the Servicer, the Loan Originator, Mortgage Manager or the Trust Manager (being the Manager referred to in the Supplementary Terms Notice) or any other person Relevant Parties (other than a person whose acts or omissions the Trustee Issuer is liable for in accordance with any transaction document in relation the Transaction Documents) to fulfill its obligations relating to the Series Trust) to fulfil its obligations in relation to the Series Trust, Trust or by any other act or omission of Sxthe Relevant Parties (other than a person whose acts or omissions the Issuer is liable for in accordance with the Transaction Documents) regardless of whether or not that act or omission is purported to be done on behalf of the Issuer.Xxxxxx Bank Limited (f) No attorney, agent, receiver or receiver and manager appointed in accordance with a Transaction Document has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability and no act or omission of any such person will be considered fraud, negligence or willful default of the Issuer for the purpose of Section 11(d) above provided (in the case of any person selected and appointed by the Issuer) that the Issuer has exercised reasonable care in the selection of such persons. (g) In this Section 11, "Relevant Parties" means each of the Trust Manager, the Servicer, the Loan OriginatorCalculation Agent, each Paying Agent, the Mortgage Manager or Trust Manager or Note Trustee and any personSupport Facility Provider. (E) The Trustee (in its capacity as trustee of the Series Trust) is not obliged to do or refrain from doing anything under the Agreement (Including incur any liability) unless the Trustee's liability is limited in the same manner as set out in this clause 25. For the avoidance of doubt, the Trustee in its capacity as Trustee of the Series Trust agrees and acknowledges that its liability for any commitment or obligation it has entered into under this Agreement is limited in a manner which is consistent with this clause 25. (F) For the avoidance of doubt, nothing in this clause affects Our rights under this Agreement, or under the Insurance Contracts Axx 0000, to avoid or reduce a claim which may be made by or on behalf of, the Trustee under the Agreement (or to obtain a declaration or any order to that effect).