Common use of FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY Clause in Contracts

FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY. Subject to clause 34.2, the Note Trustee shall not be liable: (a) (FOR LOSS ON DIRECTION) for any losses, costs, damages or expenses caused by its acting (in circumstances where this deed requires it to act or contemplates that it may so act) on any instruction or direction given to it by: (i) any Noteholder under this deed, any other Transaction Document or any other document; or (ii) by any person under a Support Facility, except to the extent that it is caused by the fraud, negligence or wilful default of the Note Trustee, or any of its officers or employees, or an agent, delegate, sub-agent or sub-delegate -------------------------------------------------------------------------------- Page 42 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- employed by the Note Trustee in accordance with this deed to carry out any transactions contemplated by this deed; (b) (FOR CERTAIN DEFAULTS) for any Trust Manager's Default; (c) (FOR ACTS OF SECURITY TRUSTEE) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Security Trustee in relation to its obligations under the Transaction Documents; (d) (FOR ACTS OF PAYING AGENT) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of a Paying Agent in relation to its obligations under the Transaction Documents; (e) (FOR ACTS OF CALCULATION AGENT) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Calculation Agent in relation to its obligations under the Transaction Documents; (f) (FOR FAILURE TO CARRY OUT AN AGREEMENT) for the failure of a person to carry out an agreement with the Note Trustee in connection with the Trust; or (g) (FOR FAILURE TO CHECK CALCULATIONS, ETC) for any losses, costs, liabilities or expenses caused by the Note Trustee's failure to check any calculation, information, document, form or list supplied or purported to be supplied to it by the Trust Manager or the Security Trustee, except, in the case of paragraph (g), to the extent that it is caused by the fraud, negligence or breach of trust of the Note Trustee. Nothing in this clause 34.9 alone (but without limiting the operation of any other clause of this deed) shall imply a duty on the Note Trustee to supervise the Trust Manager or the Security Trustee in the performance of the Trust Manager's or the Security Trustee's functions and duties, and the exercise by the Trust Manager or the Security Trustee of its discretions.

FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY. Subject to clause 34.2, the Note Trustee shall not be liable: (a) for any losses, costs, liabilities or expenses arising out of the exercise or non-exercise of its discretion or for any other act or omission on its part under this deed, any other Transaction Document or any other document except where the exercise or non-exercise of any discretion, or any act or omission, by the Note Trustee, or any of its officers or employees, or any agent, delegate, sub-agent, sub-delegate employed by the Note Trustee in accordance with this deed (FOR LOSS ON DIRECTIONand where this deed provides that the Note Trustee is liable for the acts or omissions of any such person) to carry out any transactions contemplated by this deed, constitutes fraud, negligence or wilful default; (b) for any losses, costs, damages or expenses caused by its acting (in circumstances where this deed requires it to act or contemplates that it may so act) on any instruction or direction given to it by: (i) any Offshore Noteholder under this deed, any other Transaction Document or any other document; or; (ii) by any person under a Support Facility, Receivable or Receivable Security, except to the extent that it is caused by the fraud, negligence or wilful default of the Note Trustee, or any of its officers or employees, or an agent, delegate, sub-agent or sub-delegate -------------------------------------------------------------------------------- Page 42 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- employed by the Note Trustee in accordance with this deed to carry out any transactions contemplated by this deed; (b) (FOR CERTAIN DEFAULTSc) for any Trust Manager's Default, Servicer Transfer Event or Title Perfection Event; (cd) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Servicer in relation to its servicing duties or its obligations under the Servicing Agreement; (FOR ACTS OF SECURITY TRUSTEEe) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Custodian in relation to its custodial duties or its obligations under the Custodian Agreement; (f) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Security Trustee in relation to its obligations under the Transaction Documents; (d) (FOR ACTS OF PAYING AGENTg) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of a Paying Agent in relation to its obligations under the Transaction Documents; (e) (FOR ACTS OF CALCULATION AGENTh) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Calculation Agent in relation to its obligations under the Transaction Documents; (f) (FOR FAILURE TO CARRY OUT AN AGREEMENTi) for the failure of a person to carry out an agreement with the Note Trustee in connection with the Trust; oror -------------------------------------------------------------------------------- Page 52 + Note Trust Deed Allens Arthur Robinsxx -------------------------------------------------------------------------------- (g) (FOR FAILURE TO CHECK CALCULATIONS, ETCj) for any losses, costs, liabilities or expenses caused by the Note Trustee's failure to check any calculation, information, document, form or list supplied or purported to be supplied to it by the Trust Manager Manager, the Trustee, Security Trustee or the Security TrusteeServicer, except, in the case of paragraph paragraphs (gc) to (j) (inclusive), to the extent that it is caused by the fraud, negligence or breach of trust wilful default of the Note Trustee. Nothing in this clause 34.9 34.10 alone (but without limiting the operation of any other clause of this deed) shall imply a duty on the Note Trustee to supervise the Trust Manager or the Security Trustee in the performance of the Trust Manager's or the Security Trustee's functions and duties, and the exercise by the Trust Manager or the Security Trustee of its discretions.

FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY. Subject to clause 34.2, the Note Trustee shall not be liable: (a) for any losses, costs, liabilities or expenses arising out of the exercise or non-exercise of its discretion or for any other act or omission on its part under this Deed, any other Transaction Document or any other document except where the exercise or non-exercise of any discretion, or any act or omission, by the Note Trustee, or any of its officers or employees, or any agent, delegate, sub-agent, sub-delegate employed by the Note Trustee in accordance with this Deed (FOR LOSS ON DIRECTIONand where this Deed provides that the Note Trustee is liable for the acts or omissions of any such person) to carry out any transactions contemplated by this Deed, constitutes fraud, negligence, default or breach of trust; (b) for any losses, costs, damages or expenses caused by its acting (in circumstances where this deed Deed requires it to act or contemplates that it may so act) on any instruction or direction given to it by: (i) any US$ Noteholder under this deedDeed, any other Transaction Document or any other document; or; (ii) by any person under a Support Facility, Receivable or Receivable Security, except to the extent that it is caused by the fraud, negligence negligence, default or wilful default breach of trust of the Note Trustee, or any of its officers or employees, or an agent, delegate, sub-agent or sub-delegate -------------------------------------------------------------------------------- Page 42 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- employed by the Note Trustee in accordance with this deed Deed to carry out any transactions contemplated by this deed; (b) (FOR CERTAIN DEFAULTS) for any Trust Manager's DefaultDeed; (c) for any Manager's Default, Servicer Transfer Event or Title Perfection Event; (FOR ACTS OF SECURITY TRUSTEEd) without limiting the Note Trustee's obligations under the Transaction Documents, for any act, omission or powers default of the Servicer in relation to its servicing duties or its obligations under the Servicing Agreement; (e) without limiting the Note Trustee's obligations under the Transaction Documents, for any act, omission or default of the Custodian in relation to its custodial duties or its obligations under the Custodian Agreement; (f) without limiting the Note Trustee's obligations under the Transaction Documents, for any act, omission or default of the Security Trustee in relation to its obligations under the Transaction Documents; (d) (FOR ACTS OF PAYING AGENTg) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of a Paying Agent in relation to its obligations under the Transaction Documents;; -------------------------------------------------------------------------------- PAGE 52 NOTE TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (e) (FOR ACTS OF CALCULATION AGENTh) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Calculation Agent in relation to its obligations under the Transaction Documents; (f) (FOR FAILURE TO CARRY OUT AN AGREEMENTi) for the failure of a person to carry out an agreement with the Note Trustee in connection with the Trust; or (g) (FOR FAILURE TO CHECK CALCULATIONS, ETCj) for any losses, costs, liabilities or expenses caused by the Note Trustee's failure to check any calculation, information, document, form or list supplied or purported to be supplied to it by the Trust Manager Manager, the Trustee, Security Trustee or the Security TrusteeServicer, except, in the case of paragraph paragraphs (gc) to (j) (inclusive), to the extent that it is caused by the fraud, negligence negligence, default or breach of trust of the Note Trustee. Nothing in this clause 34.9 34.10 alone (but without limiting the operation of any other clause of this deedDeed) shall imply a duty on the Note Trustee to supervise the Trust Manager or the Security Trustee in the performance of the Trust Manager's or the Security Trustee's functions and duties, and the exercise by the Trust Manager or the Security Trustee of its discretions.

FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY. Subject to clause 34.2, the Note Trustee shall not be liable: (a) (FOR LOSS ON DIRECTION) for any losses, costs, damages or expenses caused by its acting (in circumstances where this deed requires it to act or contemplates that it may so act) on any instruction or direction given to it by:: -------------------------------------------------------------------------------- Page 43 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (i) any Noteholder under this deed, any other Transaction Document or any other document; or (ii) by any person under a Support Facility, except to the extent that it is caused by the fraud, negligence or wilful default of the Note Trustee, or any of its officers or employees, or an agent, delegate, sub-agent or sub-delegate -------------------------------------------------------------------------------- Page 42 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- employed by the Note Trustee in accordance with this deed to carry out any transactions contemplated by this deed; (b) (FOR CERTAIN DEFAULTS) for any Trust Manager's Default; (c) (FOR ACTS OF SECURITY TRUSTEE) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Security Trustee in relation to its obligations under the Transaction Documents; (d) (FOR ACTS OF PAYING AGENT) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of a Paying Agent in relation to its obligations under the Transaction Documents; (e) (FOR ACTS OF CALCULATION AGENT) without limiting the Note Trustee's obligations or powers under the Transaction Documents, for any act, omission or default of the Calculation Agent in relation to its obligations under the Transaction Documents; (f) (FOR FAILURE TO CARRY OUT AN AGREEMENT) for the failure of a person to carry out an agreement with the Note Trustee in connection with the Trust; or (g) (FOR FAILURE TO CHECK CALCULATIONS, ETC) for any losses, costs, liabilities or expenses caused by the Note Trustee's failure to check any calculation, information, document, form or list supplied or purported to be supplied to it by the Trust Manager or the Security Trustee, except, in the case of paragraph (g), to the extent that it is caused by the fraud, negligence or breach of trust of the Note Trustee. Nothing in this clause 34.9 alone (but without limiting the operation of any other clause of this deed) shall imply a duty on the Note Trustee to supervise the Trust Manager or the Security Trustee in the performance of the Trust Manager's or the Security Trustee's functions and duties, and the exercise by the Trust Manager or the Security Trustee of its discretions.