Common use of Trustee representations and warranties Clause in Contracts

Trustee representations and warranties. LTES Operator represents and warrants to SFV that: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust; (d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.

Trustee representations and warranties. LTES Operator If the Buyer enters into this contract in its capacity as trustee of the Buyer Trust, the Buyer represents and warrants to SFV thatthe Seller on the contract date and again at settlement: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee of the Buyer Trust and no action has been taken or is proposed to remove it as trustee of the Buyer Trust;; and (db) true copies of the Buyer Trust deed and other documents relating to the Buyer Trust have been provided to the Seller and disclose all the terms of the Buyer Trust; and (powerc) it has the power under the terms of the Buyer Trust to enter into this agreement and comply with its obligations under it;this contract including the power to purchase the Property; and (d) it has carefully considered the purpose of this contract and considers that entry into this contract is for the benefit of the beneficiaries of the Buyer Trust, whose consents (if necessary) have been obtained, and that the terms of this contract are fair and reasonable; and (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Buyer Trust Property assets in respect of obligations incurred by it under this agreement contract, and there the assets of the Buyer Trust are no facts, matters or circumstances sufficient to satisfy that would disentitle LTES Operator from being so indemnified;right of indemnity and all other obligations in respect of which the Buyer has a right to be indemnified out of the Buyer Trust assets; and (g) (no defaultf) it is not, and never has been, not in default under the Trust Deed;terms of the Buyer Trust; and (h) (no terminationg) no action has been taken or is proposed to terminate the Buyer Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.

Trustee representations and warranties. LTES Operator represents If you enter into this Master Agreement as a trustee of the Trust, you represent and warrants warrant to SFV us as at the date of this Master Agreement (and again on the date on which each Transaction is entered into) that: (a) (existence) the Trust has been duly established constituted and constitutedis validly existing and the Trust Deed is valid and enforceable; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has you have been validly appointed as trustee of the Trust and are the only trustee of the Trust and no action has been taken or proposed to remove it you as trustee of or to appoint additional or alternative trustees; (c) you have the Trustpower and authority to enter into and perform your obligations under this Master Agreement, each Transaction and any Guarantee; (d) (power) it has power under the terms of all necessary resolutions have been duly passed and all consents, approvals and other procedural matters have been obtained or attended to as required by the Trust Deed in relation to enter into the execution and performance of this agreement Master Agreement, each Transaction and comply with its obligations under itany Guarantee; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified; (g) (no default) it is notyou entering into, and never has beenperforming your obligations under, in default under this Master Agreement, a Transaction and any Guarantee does not breach the Trust Deed; (f) no property of the Trust has been re-settled by you or set aside or transferred to any other trust or trusts by you other than in accordance with the terms of the Trust Deed; (g) you are not in default under the Trust Deed where the default would, or might reasonably be expected to, affect the enforceability of this Agreement, a Transaction or any Guarantee; (h) (no termination) no action the Trust has not been taken or proposed terminated, nor has any event which would give rise to terminate the Trustwinding up of the Trust occurred; (i) (officers’ compliance) it this Master Agreement and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it each Transaction is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust and its beneficiaries; and (j) you have a right of indemnity out of the assets of the Trust with respect to any commitment, losses or liabilities arising under this Master Agreement, each Transaction or any Guarantee before the claims of the beneficiaries and: (i) you have not committed any breach of the Trust’s beneficiaries; and (ii) your right of indemnity out of the Trust has not been limited in any way by the Trust Deed or by any breach of the Trust or otherwise, and you will not release or prejudice such rights of indemnity, save as specifically provided in the Trust Deed, in each case to an extent that might reasonably be expected to have a material adverse effect on our ability to enforce our rights under this Master Agreement, the Transaction or any Guarantee.

Trustee representations and warranties. LTES Operator represents and warrants to SFV that: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust; (d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiariesbeneficiaries of the Trust.

Trustee representations and warranties. LTES Operator Access Right Holder represents and warrants to SFV EnergyCo that: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust; (d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of relation to obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator Access Right Holder from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.

Trustee representations and warranties. LTES Operator represents Fernbank (subject to Clause 35) makes the following representations and warrants warranties to SFV that:each Indemnified Party. (a) (existenceTRUST POWER) Fernbank is empowered by the Trust has been duly established Deed: (i) to enter into and constituted;perform the Transaction Documents to which it is expressed to be a party and to carry on the transactions contemplated by those documents; and (ii) to carry on its business as now conducted or contemplated and to own its assets, in its capacity as trustee of the Trust. There is no restriction on or condition of its doing so. (b) (sole trusteeTRUST AUTHORISATIONS) All necessary resolutions have been duly passed and all consents, approvals and other procedural matters have been obtained or attended to as required by the Trust Deed for Fernbank to enter into and perform the Transaction Documents to which it is the only trustee of the Trust;expressed to be a party. (c) (appointment and no removalSOLE TRUSTEE) it has been validly appointed as trustee of Fernbank is the Trust and no action has been taken or proposed to remove it as sole trustee of the Trust;. (d) (powerNO RESETTLEMENT) it has power under the terms No property of the Trust has been re-settled or set aside or transferred to enter into this agreement and comply with its obligations under it;any other trust. (e) (authorisationsNO TERMINATION) The Trust has not been terminated, nor has any event for the vesting of the assets of the Trust occurred. (f) (RIGHT OF INDEMNITY) Fernbank's right of indemnity out of, and lien over, the assets of the Trust have not been limited in any way. Without limitation, it has in full force no liability which may be set off against that right of indemnity. (g) (COMPLIANCE WITH LAW) The Trust Deed complies with all applicable laws. (h) (COMPLIANCE WITH TRUST DEED) Fernbank has complied with its obligations and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required duties under the Trust Deed and its constitution (if any)); (f) (indemnity) it at law. No one has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances alleged that would disentitle LTES Operator from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.so complied. ________________________________________________________________________________

Trustee representations and warranties. LTES Operator represents Each Trustee makes the following representations and warrants to SFV thatwarranties in respect of its Relevant Trust and its Relevant Trust Deed: (a) It is empowered by the Trust Deed: (existencei) to enter into and perform the Finance Documents to which it is expressed to be a party and to carry on the transactions contemplated by those documents; and (ii) to carry on its business as now conducted or contemplated and to own its assets, in its capacity as trustee of the Trust. (b) All necessary resolutions have been duly passed and all consents, approvals and other procedural matters have been obtained or attended to as required by the Trust Deed for it to enter into and perform the Finance Documents to which it is expressed to be a party. (c) It is the sole trustee of the Trust. Freehills Melbourne 004501949 page 43 (d) No property of the Trust has been duly established re-settled or set aside or transferred to any other trust other than in compliance with both the relevant Trust Deed and constituted;the Finance Documents. (be) (sole trustee) it is The Trust has not been terminated, nor has any event for the only trustee vesting of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee assets of the Trust occurred. (f) Except to the extent expressly contemplated by its Relevant Trust Deed in cases of wilful fraud or dishonesty or wilful fraud and wrongdoing, its right of indemnity out of, and lien over, the assets of the Trust have not been limited in any way. Without limitation, it has no liability which may be set off against that right of indemnity. (g) The Compliance Program has not identified that the Trust Deed does not comply with all applicable laws except to the extent that non-compliance would not have, or be reasonably likely to have, a Material Adverse Effect. (h) It has complied with its obligations and duties under the Trust Deed except to the extent that non-compliance would not have, or be reasonably likely to have, a Material Adverse Effect. (i) It has complied with its obligations and duties under trust law generally except to the extent that non-compliance would not have, or be reasonably likely to have, a Material Adverse Effect. (j) No action has been taken or proposed to remove it as trustee of the Trust;. (dk) (power) it has power under True copies of the Trust Deed and other documents relating to the Trust have been provided to the Agent’s lawyers and disclose all the terms of the Trust to enter into this agreement and comply with its obligations under it;of which it is aware. (el) (authorisations) it The assets of the Trust are available to satisfy any right of indemnity which the Trustee has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect assets of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified;the Trust. (gm) (no default) it is not, Entry into this Agreement and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and each other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents Finance Document to which it is expressed to be a party is a valid exercise of its powers under the Trust Deed for the benefit of the beneficiaries of the Trust’s beneficiaries.

Trustee representations and warranties. LTES Operator represents and warrants to SFV that: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed Quetala, as trustee of the Trust and no action has been taken in its own right, makes the following representations and warranties. (a) (TRUST POWER) It is empowered by the Trust Deed: (i) to enter into and perform the Transaction Documents to which it is expressed to be a party and to carry on the transactions contemplated by those documents; and (ii) to carry on its business as now conducted or proposed contemplated and to remove it own its assets (including the Mortgaged Property purported to be charged or mortgaged by it), in its capacity as trustee of the Trust;. There is no restriction on or condition of its doing so. (b) (TRUST AUTHORISATIONS) All necessary resolutions have been duly passed and all consents, approvals and other procedural matters have been obtained or attended to 48 Page 33 as required by the Trust Deed for it to enter into and perform the Transaction Documents to which it is expressed to be a party. (c) (SOLE TRUSTEE) It is the sole trustee of the Trust. (d) (powerNO RESETTLEMENT) it has power under the terms No property of the Trust has been resettled or set aside or transferred to enter into this agreement and comply with its obligations under it;any other trust. (e) (authorisationsNO TERMINATION) it The Trust has in full force and effect not been terminated, nor has any event for the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under vesting of the assets of the Trust Deed and its constitution (if any));occurred. (f) (indemnityRIGHT OF INDEMNITY) it has a Its right to be fully indemnified of indemnity out of, and lien over, the assets of the Trust Property have not been limited in respect any way. Without limitation, it has no liability which may be set off against that right of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified;indemnity. (g) (no defaultCOMPLIANCE WITH LAW) it is not, and never has been, in default under the The Trust Deed;Deed complies with all applicable laws. (h) (no terminationCOMPLIANCE WITH TRUST DEED) no action It has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their its obligations in connection with and duties under the Trust; (j) (exercise of powers) Trust Deed. No one has alleged that it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiariesso complied.

Trustee representations and warranties. LTES Operator represents and warrants to SFV that: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust; (d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.. DRAFT

Trustee representations and warranties. LTES If the Operator is contracting as a trustee of a trust, the Operator further represents and warrants to SFV thatTfNSW that that the following warranties are true and correct and not misleading on the commencement of this Contract and for the duration of the Transition Period and the Term: (a) (existenceTrust validly created) the Trust has been duly established validly created and constitutedis in existence; (b) (Trust Deed): (i) the Trust is solely constituted by the Trust Deed; (ii) the Trust Deed complies with all applicable laws and has been duly stamped in accordance with the laws of each State and Territory of Australia; (iii) it has complied with all its obligations and duties as trustee of the Trust and no one has alleged that it has not so complied; (c) (sole trustee) it is validly appointed as the only sole trustee of the Trust and no circumstances exist pursuant to which it may be removed; (d) (right of indemnity) it has the right to be indemnified out of, and a lien over, the Trust Property for all liabilities incurred by it under this Contract, and this right has not been limited in any way and it has no liability which may be set off against that right of indemnity; (e) (priority of TfNSW) the rights of TfNSW under this Contract rank in priority to the interests of all of the members, beneficiaries or unitholders of the Trust; (cf) (appointment and no removalconflict) this Contract does not conflict with the operation or terms of the Trust; (g) (power) it has been validly appointed has: (i) full and valid power and authority to enter into this Contract and to carry out the transactions contemplated by this Contract; (ii) full legal capacity and power to carry on the Trust’s business as presently conducted, in its capacity as trustee of the Trust and there is no action has been taken restriction on or proposed to remove condition of it as trustee of the Trust; (d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deeddoing so; (h) (no terminationbinding obligations) no action has been taken or proposed this Contract constitutes legally binding obligations, enforceable against it and the Trust Property in accordance with its terms, subject to terminate the Trustany necessary stamping and registration, equitable principles, statute of limitations and Laws affecting creditors' rights generally; (i) (officers’ complianceproper administration and benefit) it entry into this Contract and its directors the transactions contemplated by this Contract is for the proper administration of the Trust and other officers have complied with their obligations in connection with for the benefit of all of the members, beneficiaries or unitholders of the Trust; (j) (exercise of powersno termination) it the Trust has not exercised its powers under been terminated and no event for the vesting of the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; andProperty has occurred; (k) (benefitno resettlement) entry into no Trust Property has been re-settled or set aside or transferred to any other trust; (l) (disputes) there is no litigation or other material dispute between the documents to which it is a party is a valid exercise Operator as trustee of its powers under the Trust Deed for and any other person in relation to the benefit Trust or the Trust Property; (m) (legal owner) the Operator has full legal capacity and power to own and is the legal owner of all of the Trust’s beneficiariesTrust Property; and (n) (no security interests): (i) the Trust Property is not subject to any Security Interest; and (ii) no person holds an interest in the Trust Property other than the Operator or a member, beneficiary or unitholder of the Trust (in such capacity only), other than any Permitted Security Interest.

Trustee representations and warranties. LTES Operator In addition to the representations and warranties given in the Agreement, Lead Entity in its capacity as a trust entity (“Unit Trust”) represents and warrants to SFV and for the benefit of Adobe, in respect of itself and the Unit Trust, that: 8.1 due constitution: the Unit Trust is duly constituted and has not terminated nor has the date or any event occurred for the vesting of all real and personal property held by the Unit Trust from time to time, including intangible property and goodwill (a) (existence) “Trust Property”); 8.2 capacity: it has full legal capacity and power under the constitution of the Unit Trust to own the Trust has been duly established and constituted; (b) (sole trustee) Property, carry on the business of the Unit Trust as it is now being conducted and to enter into this Agreement and to carry out the only transactions that this agreement contemplates, as trustee of the Unit Trust; 8.3 transactions permitted: all action that is necessary or desirable under the constitution of the Unit Trust or at law has been taken to: (cA) authorise its entry into this Agreement and carry out the transactions that this Agreement contemplates, as trustee of the Unit Trust; and (appointment B) ensure that this Agreement is legal, valid and binding on it as trustee of the Unit Trust; 8.4 benefit: it is entering into this Agreement as part of the proper administration of the Unit Trust, for the commercial benefit of the Unit Trust and for the benefit of the beneficiaries of the Unit Trust; 8.5 no removal) breach: to the best of its knowledge and belief, it is not in any material breach of any of its obligations as trustee of the Unit Trust, whether under the constitution of the Unit Trust or otherwise; 8.6 valid appointment: it has been validly appointed as the trustee of the Unit Trust, it does not propose to retire as sole trustee of the Unit Trust and and, to the best of its knowledge, no action has been taken or proposed to remove it as the sole trustee of the Trust;or to appoint an additional trustee; and (d) (power) 8.7 indemnity: it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property Property, that right has not been modified, released or diminished in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified; (g) (no default) it is notany respect, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed Property is sufficient to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations satisfy that right in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiariesfull.

Trustee representations and warranties. LTES Operator Access Right Holder represents and warrants to SFV EnergyCo that: (a) (existence) the Trust has been duly established and constituted; (b) (sole trustee) it is the only trustee of the Trust; (c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust; (d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it; (e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any)); (f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator Access Right Holder from being so indemnified; (g) (no default) it is not, and never has been, in default under the Trust Deed; (h) (no termination) no action has been taken or proposed to terminate the Trust; (i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust; (j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and (k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.