Common use of Limitation of Trustee's Liability Clause in Contracts

Limitation of Trustee's Liability. (1) The Trustee enters into this agreement only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (3) below, a liability arising under or in connection with this agreement or the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement or the Trust. (2) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the Trust or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (3) The provisions of this section 16 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the Trust as a result of the Trustee's fraud, negligence, or Default. (4) It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- failure to satisfy its obligations under this agreement) will be considered fraud, negligence or Default of the Trustee for the purpose of subparagraph (3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with this agreement or any other Transaction Document to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. (5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of subparagraph (3) above. (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (1) The Trustee enters into this agreement only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph subparagraph (3) below, a liability arising under or in connection with this agreement or the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement or the Trust. (2) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the Trust or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (3) The provisions of this section 16 15 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the Trust as a result of the Trustee's fraud, negligence, or Default. (4) It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- failure to satisfy its obligations under this agreement) will be considered fraud, negligence or Default of the Trustee for the purpose of subparagraph (3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with this agreement or any other Transaction Document to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. (5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of subparagraph (3) above. (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, Trustee and the provider of a each Support FacilityFacility Provider. (7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents. (b) Nothing in paragraph (a) limits Party A in: (i) obtaining an injunction or other order to restrain any breach of this Agreement by Party B; (ii) obtaining declaratory relief; or (iii) in relation to its rights under the Security Trust Deed. (c) Except as provided in paragraphs (a) and (b), Party A shall not (i) (JUDGMENT) obtain a judgment for the payment of money or damages by Party B; (ii) (STATUTORY DEMAND) issue any demand under section 459E(1) of the Corporations ▇▇▇ ▇▇▇▇ (Cth) (or any analogous provision under any other law) against Party B; (iii) (WINDING UP) apply for the winding up or dissolution of Party B; (iv) (EXECUTION) levy or enforce any distress or other execution to, on, or against any assets of Party B; (v) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a receiver to any of the assets of Party B; (vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or counterclaim against Party B; or (vii) (ADMINISTRATOR) appoint, or agree to the appointment, of any administrator to Party B, (a) or take proceedings for any of the above and Party A waives its rights to make those applications and take those proceedings."

Limitation of Trustee's Liability. (1) The Trustee enters into this agreement only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (3) below, a liability arising under or in connection with this agreement or the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement or the Trust. (2) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the Trust or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (3) The provisions of this section 16 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the Trust as a result of the Trustee's fraud, negligence, or Default. (4) It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- failure to satisfy its obligations under this agreement) will be considered fraud, negligence or Default of the ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Interest Rate Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Trustee for the purpose of subparagraph (3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with this agreement or any other Transaction Document to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. (5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of subparagraph (3) above. (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (1a) Clause 33 of the Master Trust Deed applies to the obligations and liabilities of the Trustee under this agreement. (b) The Trustee enters into this agreement only in its capacity as trustee of the each Relevant Trust and in no other capacity (except where the Transaction Documents provide otherwise)capacity. Subject to paragraph (3) below, a A liability arising under or in connection with this agreement or the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Relevant Trust out of which are available to satisfy the right of the Trustee to be exonerated or is actually indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement (other than Clause 1.3(d)) and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement or the Trust.agreement. -------------------------------------------------------------------------------- Page 3 Westpac Securitisation Trusts Servicing + Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- (2c) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against The parties other than the Trustee in any capacity other than as trustee of may not ▇▇▇ the Trust Trustee personally or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator administrator, receiver or any similar person to the Trustee or prove in any liquidation, administration or arrangements arrangement of or affecting the Trustee. (3d) The provisions of this section 16 Clause 1.3 shall not apply to any obligation or liability of the Trustee to the extent that it obligation or liability is not satisfied because because: (i) under a Transaction Document or the trust deed establishing the Trust; or (ii) by operation of law law, there is a reduction in the extent extent, or extinguishment, of the Trustee's indemnification or exoneration out of the Assets assets of the Trust Relevant Trust, as a result of the Trustee's fraud, negligence, negligence or Defaultbreach of trust. (4e) It is acknowledged that the Trust Manager of the Relevant Parties are Trust is responsible under the Transaction Documents Master Trust Deed and the Series Notice for performing the Relevant Trust for a variety of obligations relating to the Trust, including under this agreement. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- failure to satisfy its obligations under this agreement) will be considered fraud, negligence or Default breach of trust of the Trustee for the purpose of subparagraph (3Clause 1.3(d) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party the Trust Manager or the Servicer or any other person who has been delegated or properly appointed by the Trustee in accordance with this agreement Trustee, the Trust Manager or any other Transaction Document the Servicer to fulfil its obligations relating to the Relevant Trust or by any other act or omission of a Relevant Party or the any such person. (5) In exercising their powers under the Transaction Documents, each of other person properly appointed by the Trustee, the Security Trustee and Trust Manager or the Noteholders must ensure that no Servicer. (f) No attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, negligence or Default breach of trust of the Trustee for the purpose of subparagraph (3) aboveClause 1.3(d). (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (1) The Trustee enters into this agreement only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (3) below, a liability arising under or in connection with this agreement or the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement or the Trust. (2) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the Trust or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (3) The provisions of this section 16 15 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the Trust as a result of the Trustee's fraud, negligence, or Default. (4) It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- failure to satisfy its obligations under this agreement) will be considered fraud, negligence or Default of the Trustee for the purpose of subparagraph (3) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with this agreement or any other Transaction Document to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. (5) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of subparagraph (3) above. (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents. (b) Nothing in paragraph (a) limits Party A in: (i) obtaining an injunction or other order to restrain any breach of this Agreement by Party B; (ii) obtaining declaratory relief; or (iii) in relation to its rights under the Security Trust Deed. (c) Except as provided in paragraphs (a) and (b), Party A shall not (i) (JUDGMENT) obtain a judgment for the payment of money or damages by Party B; (ii) (STATUTORY DEMAND) issue any demand under s459E(1) of the Corporations Law (or any analogous provision under any other law) against Party B; (iii) (WINDING UP) apply for the winding up or dissolution of Party B; (iv) (EXECUTION) levy or enforce any distress or other execution to, on, or against any assets of Party B; (v) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a receiver to any of the assets of Party B; (vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or counterclaim against Party B; or (vii) (ADMINISTRATOR) appoint, or agree to the appointment, of any administrator to Party B, or take proceedings for any of the above and Party A waives its rights to make those applications and take those proceedings."

Limitation of Trustee's Liability. (1a) The Trustee enters into this agreement Agreement only in its capacity as trustee of the each Relevant Trust and in no other capacity (except where the Transaction Documents provide otherwise)capacity. Subject to paragraph (3) below, a A liability arising under or in connection with this agreement or the Trust Agreement can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Relevant Trust out of which are available to satisfy the right of the Trustee to be exonerated or is actually indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement Agreement (other than Clause 1.3(c)) and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement or the TrustAgreement. (2b) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against The parties other than the Trustee in any capacity other than as trustee of may not ▇▇▇ the Trust Trustee personally or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator administrator, receiver or any similar person to the Trustee or prove in any liquidation, administration or arrangements arrangement of or affecting the Trustee. (3c) The provisions of this section 16 Clause 1.3 shall not apply to any obligation or liability of the Trustee to the extent that it obligation or liability is not satisfied because because: (i) under a Transaction Document or the trust deed establishing the Trust; or (ii) by operation of law law, there is a reduction in the extent extent, or extinguishment, of the Trustee's indemnification or exoneration out of the Assets assets of the Trust Relevant Trust, as a result of the Trustee's fraud, negligence, negligence or Defaultbreach of trust. (4d) It is acknowledged that the Trust Manager of the Relevant Parties are Trust is responsible under the Transaction Documents Master Trust Deed for performing a variety of obligations relating to the Trust, including under this Agreement. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- failure to satisfy its obligations under this agreement) will be considered fraud, negligence or Default breach of trust of the Trustee for the purpose of subparagraph (3Clause 1.3(c) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party the Trust Manager or the Servicer or any other person who has been delegated or properly appointed by the Trustee in accordance with this agreement Trustee, the Trust Manager or any other Transaction Document the Servicer to fulfil its obligations relating to the Relevant Trust or by any other act or omission of a Relevant Party or the any such person. (5) In exercising their powers under the Transaction Documents, each of other person properly appointed by the Trustee, the Security Trustee and Trust Manager or the Noteholders must ensure that no Servicer. (e) No attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement Agreement has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, negligence or Default breach of trust of the Trustee for the purpose of subparagraph (3) aboveClause 1.3(c). (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.

Limitation of Trustee's Liability. (1a) The Trustee enters into this agreement Deed only in its capacity as trustee of the each Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (3c) below, a liability arising under or in connection with this agreement Deed or the a Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the relevant Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this agreement Deed and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement Deed or the a Trust. (2b) Subject to subparagraph paragraph (3c) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the relevant Trust or seek the appointment of a receiver (except under this agreementthe Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (3c) The provisions of this section 16 clause 15 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the relevant Trust as a result of the Trustee's fraud, negligence, or Default. (4d) It is acknowledged that the Relevant Parties are responsible under this Deed or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee (including any related ISDA Schedule to the Master Agreement for [GRAPHIC OMITTED] Basis Swap Allens ▇Deed of Indemnity ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Trustee (including any related failure to satisfy its obligations under this agreementDeed) will be considered fraud, negligence or Default of the Trustee for the purpose of subparagraph paragraph (3c) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with this agreement or any other the Transaction Document Documents to fulfil its obligations relating to the a Trust or by any other act or omission of a Relevant Party or any such person. (5e) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this agreement Agreement or any other Transaction Documents has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of subparagraph paragraph (3c) above. (6f) In this clause, RELEVANT PARTIES Relevant Parties means each of the Manager, the Servicer, the Custodian, the Calculation Agent, the Note Registrar, each Paying Agent, the Note Trustee, Trustee and the provider of a any Support Facility. (7g) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents.