Common use of Duties of Note Trustee Clause in Contracts

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment or exercise of its discretion made in good faith by a Responsible Officer unless it is proved that the Note Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and or the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Note Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar. (j) Under no circumstances shall the Note Trustee be liable for any indebtedness of the Note Issuer, the Servicer or the Seller evidenced by or arising under the Notes or any Basic Document.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment or exercise of its discretion which is made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and or the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Note Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar. (j) Under no circumstances shall the Note Trustee be liable for any indebtedness of the Note Issuer, the Servicer or the Seller evidenced by or arising under the Notes or any Basic Document.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuingsubsisting, of which a Responsible Officer of the Note Trustee has actual knowledge, the Note Trustee shall exercise the rights and powers vested in it by this Indenture deed and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of while an Event of DefaultDefault subsists: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture deed and no implied covenants or obligations shall be read into this Indenture deed against the Note Trustee; andand -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenturedeed; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenturedeed. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section;clause; and (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (cSection 315(d)(3) of the TIA is expressly excluded by this Sectiondeed. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment or exercise of its discretion which is made in good faith by a Responsible Officer unless it is proved that the Note Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and or the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Note Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIASection. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment or exercise of its discretion made in good faith by a Responsible Officer unless it is proved that the Note Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a)) , (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and or the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Note Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar. (j) Under no circumstances shall the Note Trustee be liable for any indebtedness of the Note Issuer, the Servicer or the Seller evidenced by or arising under the Notes or any Basic Document.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own grossly negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a)) , (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer.. 42 (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuingsubsisting, and a Responsible Officer of the Note Trustee has received written notice of such from the Trustee and the Manager, the Note Trustee shall exercise the rights and powers vested in it by this Indenture deed and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of while an Event of DefaultDefault subsists: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture deed and no implied covenants or obligations shall be read into this Indenture deed against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenturedeed; however, the Note Trustee shall examine the certificates -------------------------------------------------------------------------------- Page 25 + Note Trust Deed Allens Arthur Robinsxx -------------------------------------------------------------------------------- and opinions to determine whether or not they conform to the requirements of this Indenturedeed. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section;clause; and (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (cSection 315(d)(3) of the TIA is expressly excluded by this Sectiondeed. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment or exercise of its discretion which is made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and or the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Note Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuingsubsisting, of which a Responsible Officer of the Note Trustee has actual knowledge, the Note Trustee shall exercise the rights and powers vested in it by this Indenture deed and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of while an Event of DefaultDefault subsists: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture deed and no implied covenants or obligations shall be read into this Indenture deed against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenturedeed; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenturedeed. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (ba) of this Section;clause; and (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (cSection 315(d)(3) of the TIA is expressly excluded by this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.deed. -------------------------------------------------------------------------------- PAGE 24 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------

Duties of Note Trustee. (a) If an Event of Default ----------------------- has ---------------------- occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuingsubsisting, of which a Responsible Officer of the Note Trustee has actual knowledge, the Note Trustee shall exercise the rights and powers vested in it by this Indenture deed and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of while an Event of DefaultDefault subsists: (i1) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture deed and no implied covenants or obligations shall be read into this Indenture deed against the Note Trustee; and (ii2) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenturedeed; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenturedeed. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i1) this paragraph does not limit the effect of paragraph (b) of this Section;clause 13.2; and (ii2) the Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the . Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.Trust Deed SMHL Global Fund [ ]-[ ] (d) Every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (cSection 315(d)(3) of the TIA is expressly excluded by this Sectiondeed. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreement. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- actually known to a Responsible Officer of the Note Trustee has occurred and is continuing, the Note Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of such person's his or her own affairs. (b) Except during the continuance of an Event of Default: (i) the The Note Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Note Trustee; andothers. (ii) in In the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Indenture; howeverIndenture but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Note Trustee, the Note Trustee shall be under a duty to examine the certificates and opinions same to determine whether or not they conform on their face to the requirements of this IndentureIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own wilful willful misconduct, except that: (i) this This paragraph does not limit the effect of paragraph (b) of this Section;Section 7.01. (ii) the The Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer faith, unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and. (iii) the The Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11the terms hereof. (iv) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Every Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Note Trustee is subject to paragraphs (a), (b) and (c) of this SectionTrustee. (e) The Note Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against any loss, liability, expense or fee. (f) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Issuer or any Guarantor. Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Sale Agreement and the Servicing Agreementlaw. (g) No provision of this Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) In the event that the Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar.

Duties of Note Trustee. (a) If an Event of Default ----------------------- has occurred and is continuing, the Note Trustee shall exercise the rights and powers vested in it by this Note Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Note Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Note Indenture and no implied covenants or obligations shall be read into this Note Indenture against the Note Trustee; and (ii) in the absence of bad faith on its part, the Note Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Note Trustee and conforming to the requirements of this Note Indenture; however, the Note Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Note Indenture. (c) The Note Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Note Trustee shall not be liable for any error of judgment or exercise of its discretion which is made in good faith by a Responsible Officer unless it is proved that the Note Trustee was negligent in ascertaining the pertinent facts; and (iii) the Note Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Note Indenture that in any way relates to the Note Trustee is subject to paragraphs (a)) , (b) and (c) of this Section. (e) The Note Trustee shall not be liable for interest on any money received by it except as the Note Trustee may agree in writing with the Note Issuer. (f) Money held in trust by the Note Trustee need not be segregated from other funds except to the extent required by law or the terms of this Note Indenture, the Sale Agreement and or the Servicing Agreement. (g) No provision of this Note Indenture shall require the Note Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (h) Every provision of this Note Indenture relating to the conduct or affecting the liability of or affording protection to the Note Trustee shall be subject to the provisions of this Section and to the provisions of the TIATrust Indenture Act. (i) In the event that the Note Trustee is also acting as Paying Agent or Note Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Note Registrar. (j) Under no circumstances shall the Note Trustee be liable for any indebtedness of the Note Issuer, the Servicer or the Seller evidenced by or arising under the Notes or any Basic Document.