Common use of Legal and Other Proceedings Clause in Contracts

Legal and Other Proceedings. (a) (Indemnity for legal costs) The Trustee and the Manager shall be indemnified out of a Trust for all legal costs and disbursements on a full indemnity basis and all other cost, disbursements, outgoings and expenses incurred by the Trustee and the Manager in connection with: (i) the enforcement or contemplated enforcement of, or preservation of rights under; (ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and (iii) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, this Deed or any other Transaction Document or otherwise under or in respect of such Trust provided that the enforcement, contemplated enforcement or preservation by the Trustee or the Manager (as the case may be) of the rights referred to in paragraph (i) or the court proceedings referred to in paragraph (ii) (including in each case the defence of any action, suit, proceeding or dispute brought against the Trustee or the Manager (as the case may be)), and the basis of incurring any those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (iv) has been approved in advance by the Manager (such approval not to be unreasonably withheld) (in the case of the Trustee) or by an Extraordinary Resolution of the Noteholders of the Trust; (v) is regarded by the Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a Trust following a breach by the Manager or the Trustee (as the case may be) of its obligations under this Deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iv) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be); or (vi) the Trustee or the Manager (as the case may be) reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Trustee or the Manager (as the case may be) against potential personal liability. (b) (Defence of proceedings alleging negligence etc.) Each of the Trustee and the Manager shall be entitled to claim in respect of the above indemnity from the relevant Trust for its expenses and liabilities incurred in defending any action, suit, proceeding or dispute in which (in the case of the Trustee) fraud, negligence or Default or (in the case of the Manager) breach of contract is alleged or claimed against it, but on the same being proved, accepted or admitted by it, it shall from its personal assets immediately repay to such Trust the amount previously paid by such Trust to it in respect of that indemnity.

Legal and Other Proceedings. (a) (Indemnity for legal costsINDEMNITY FOR LEGAL COSTS) The Note Trustee and or the Manager Offshore Noteholders acting under clause 6.5 (as the case may be) (each an INDEMNIFIED PARTY) shall be indemnified out of a Trust by the Trustee (subject to clause 29) for all legal costs and disbursements on a full indemnity basis and all other costcosts, disbursements, outgoings and expenses incurred by the Trustee and the Manager Indemnified Party in connection with: (i) the enforcement or contemplated enforcement of, or preservation of rights under; (ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and (iii) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, this Deed deed or any other Transaction Document or otherwise under or in respect of such the Note Trust Deed provided that in relation to the enforcement, contemplated enforcement or preservation by the Trustee or the Manager (as the case may be) of the rights matters referred to in paragraph (i) or the court proceedings referred to in paragraph (ii) (including in each case only, the defence of any action, suit, proceeding or dispute brought against Indemnified Party shall only be so indemnified by the Trustee or the Manager if: (as the case may be)), and iv) the basis upon which any of incurring any those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (iv) will be incurred has been approved in advance by the Manager (such approval not to be unreasonably withheld) (in the case written consent of the Trustee) or by an Extraordinary Resolution holders of at least 75% of the Noteholders aggregate Invested Amount of the Trust;Offshore Notes; or (v) is regarded by the Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a Trust following a breach by the Manager or the Trustee (as the case may be) of its obligations under this Deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iv) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be); or (vi) the Trustee or the Manager (as the case may be) Indemnified Party reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Trustee or the Manager (as the case may be) against potential personal liabilitynecessary. (b) (Defence of proceedings alleging negligence etc.DEFENCE OF PROCEEDINGS ALLEGING NEGLIGENCE ETC) Each of the Trustee and the Manager The Indemnified Party shall be entitled to claim in respect of the above indemnity from the relevant Trust Trustee for its expenses and liabilities Note Trust Deed [Xxxxxx Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- incurred in defending any action, suit, proceeding or dispute in which (in the case of the Trustee) fraud, negligence or Default or (in the case of the Manager) breach of contract wilful default is alleged or claimed against it, but on the same being proved, accepted or admitted by it, it shall from its personal assets immediately repay to such the Trust the amount previously paid by such Trust the Trustee to it in respect of that indemnity.

Legal and Other Proceedings. (a) (Indemnity for legal costsINDEMNITY FOR LEGAL COSTS) The Note Trustee and the Manager shall be indemnified out of a the Trust for all legal costs and disbursements on a full indemnity basis and all other costcosts, disbursements, outgoings and expenses incurred by the Note Trustee and the Manager in connection with:: -------------------------------------------------------------------------------- Page 41 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (i) the enforcement or contemplated enforcement of, or preservation of rights under;; and (ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and (iii) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, this Deed deed or any other Transaction Document or otherwise under or in respect of such the Trust provided that the enforcement, contemplated enforcement or preservation by the Note Trustee or the Manager (as the case may be) of the rights referred to in sub-paragraph (i) or the court proceedings referred to in paragraph (ii) (including other than in each case the defence of any action, suit, proceeding or dispute brought against the Trustee or the Manager (as the case may be)Note Trustee), and the basis of incurring any of those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------Note Trustee: (iviii) has been approved in advance by the Manager (such approval not to be unreasonably withheld) (in the case of the Trustee) or by an Extraordinary Resolution of the Noteholders of the Trust; (v) is regarded by the Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a Trust following a breach by the Manager or the Trustee (as the case may be) of its obligations under this Deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iv) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be)Class A Noteholders; or (viiv) the Note Trustee or the Manager (as the case may be) reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Note Trustee or the Manager (as the case may be) against potential personal liability. (b) (Defence of proceedings alleging negligence etc.) Each of the Trustee and the Manager shall be entitled to claim in respect of the above indemnity from the relevant Trust for its expenses and liabilities incurred in defending any action, suit, proceeding or dispute in which (in the case of the Trustee) fraud, negligence or Default or (in the case of the Manager) breach of contract is alleged or claimed against it, but on the same being proved, accepted or admitted by it, it shall from its personal assets immediately repay to such Trust the amount previously paid by such Trust to it in respect of that indemnity.

Legal and Other Proceedings. (a) (Indemnity for legal costsINDEMNITY FOR LEGAL COSTS) The Note Trustee and or the Manager Class A Offered Noteholders acting under clause 6.5 (as the case may be) (each an Indemnified Party) shall be indemnified out of a Trust by the Issuer (subject to clause 45) for all legal costs and disbursements on a full indemnity basis and all other cost, disbursements, outgoings and expenses incurred by the Trustee and the Manager Indemnified Party in connection with: (i1) the enforcement or contemplated enforcement of, or preservation of rights under; (ii2) without limiting the generality of paragraph (iclause 50.8(a)(1) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and (iii3) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, this Deed deed or any other Transaction Document or otherwise under or in respect of such Trust this deed; provided that the enforcement, contemplated enforcement or preservation by the Note Trustee or the Manager (as the case may be) of the rights referred to in paragraph (iclause 50.8(a)(1) or the court proceedings referred to in paragraph (iiclause 50.8(a)(2) (including in each case the defence of any action, suit, proceeding or dispute brought against the Trustee or the Manager (as the case may be)Indemnified Party), and the basis of incurring any of those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------Indemnified Party: (iv4) has been approved in advance by the Manager (such approval not to be unreasonably withheld) (written consent of the holders of at least 75% of the aggregate Invested Amount of the Class A Offered Notes calculated and expressed in the case of the Trustee) or by an Extraordinary Resolution of the Noteholders of the Trust; (v) is regarded by the Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a Trust following a breach by the Manager or the Trustee (as the case may be) of its obligations under this Deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iv) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be)A$ Equivalent; or (vi5) the Trustee or the Manager (as the case may be) Indemnified Party reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Trustee or the Manager (as the case may be) against potential personal liabilitynecessary. (b) (Defence of proceedings alleging negligence etc.DEFENCE OF PROCEEDINGS ALLEGING NEGLIGENCE) Each of the Trustee and the Manager The Indemnified Party shall be entitled to claim in respect of the above indemnity from the relevant Trust Issuer for its expenses and liabilities incurred in defending any action, suit, proceeding or dispute in which (in the case of the Trustee) fraud, negligence or Default or (in the case of the Manager) breach of contract wilful default is Note Trust Deed SMHL Global Fund [ ]-[ ] alleged or claimed against it, but on the same being proved, accepted or admitted by it, it shall from its personal assets immediately repay to such Trust the Issuer the amount previously paid by such Trust the Issuer to it in respect of that indemnity. (c) (EXPENSES) Subject to clause 45, the Issuer will on demand reimburse the Note Trustee for and keep the Note Trustee indemnified against all expenses including legal costs and disbursements (on a full indemnity basis) reasonably incurred by the Note Trustee in connection with: (1) the preparation and execution of this deed and any subsequent consent, agreement, approval or waiver under this deed or amendment to this deed; (2) the exercise, enforcement, preservation or attempted exercise enforcement or preservation of any rights under this deed including without limitation any expenses incurred in the evaluation of any matter of material concern to the Note Trustee; and (3) any enquiry by a Government Agency concerning the Issuer or the Assets of the Securitisation Fund or a transaction or activity the subject of the Transaction Documents.

Legal and Other Proceedings. (a) (Indemnity for legal costsINDEMNITY FOR LEGAL COSTS) The Security Trustee and the Manager shall be indemnified out of a the Trust for all legal costs and disbursements on a full indemnity basis and all other costcosts, disbursements, outgoings and expenses incurred by the Security Trustee and the Manager in connection with: (i) the enforcement or contemplated enforcement of, or preservation of rights under; (ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and (iii) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, -------------------------------------------------------------------------------- Page 60 SECURITY TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- this Deed deed or any other Transaction Document or otherwise under or in respect of such the Trust provided that the enforcement, contemplated enforcement or preservation by the Security Trustee or the Manager (as the case may be) of the rights referred to in paragraph (i) or the court proceedings referred to in paragraph (ii) (including in each case the defence of any action, suit, proceeding or dispute brought against the Trustee or the Manager (as the case may be)Security Trustee), and the basis of incurring any of those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------Security Trustee: (iv) has been approved in advance by the Manager (such approval not to be unreasonably withheld) (in the case of the Trustee) or by an Extraordinary Resolution of the Noteholders of the Trust;Voting Mortgagees; or (v) is regarded by the Security Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a Trust following a breach by the Manager or the Trustee (as the case may be) of its obligations under this Deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iv) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be); or (vi) the Trustee or the Manager (as the case may be) reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Security Trustee or the Manager (as the case may be) against potential personal liability. (b) (Defence of proceedings alleging negligence etc.) Each of the Trustee and the Manager shall be entitled to claim in respect of the above indemnity from the relevant Trust for its expenses and liabilities incurred in defending any action, suit, proceeding or dispute in which (in the case of the Trustee) fraud, negligence or Default or (in the case of the Manager) breach of contract is alleged or claimed against it, but on the same being proved, accepted or admitted by it, it shall from its personal assets immediately repay to such Trust the amount previously paid by such Trust to it in respect of that indemnity.

Legal and Other Proceedings. (a) (Indemnity for legal costs) The Trustee and the Trust Manager shall be indemnified out of a Trust for all legal costs and disbursements on a full indemnity basis and all other cost, disbursements, outgoings and expenses incurred by the Trustee and the Trust Manager in connection with: (i) the enforcement or contemplated enforcement of, or preservation of rights under;; and (ii) without limiting the generality of paragraph (i) above, the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of; and (iii) obtaining legal advice or opinions concerning or relating to the interpretation or construction of, this Deed deed or any other Transaction Document or otherwise under or in respect of such the Trust provided that the enforcement, contemplated enforcement or preservation by the Trustee or the Manager (as the case may be) of the rights referred to in paragraph (i) or the court proceedings referred to in paragraph (ii) (including other than in each case the defence of any action, suit, proceeding or dispute brought against the Trustee or the Manager (as the case may be)Trustee), and the basis of incurring any those costs, disbursements, outgoings and expenses by the Trustee or the Manager (as the case may be): Page (81) Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------Trustee: (iviii) has been approved in advance by the Trust Manager (such approval not to be unreasonably withheld) (in the case of the Trustee) or by an Extraordinary Resolution of the Noteholders of the Trust;; or (viv) is regarded by the Trustee or the Manager (as the case may be) as necessary to protect the interests of the Noteholders in relation to a the Trust following a breach by the Trust Manager or the Trustee (as the case may be) of its obligations under this Deed deed and the Trustee or the Manager (as the case may be) reasonably believes that any delay in seeking an approval under paragraph (iviii) will be prejudicial to the interests of the Noteholders in relation to the Trust or the Trustee or the Manager (as the case may be); or (vi) the Trustee or the Manager (as the case may be) reasonably considers the incurring of those costs, disbursements, outgoings and expenses to be necessary to protect the Trustee or the Manager (as the case may be) against potential personal liabilityTrust. (b) (Defence of proceedings alleging negligence etc.) Each of the Trustee and the Trust Manager shall be entitled to claim in respect of the above indemnity from the relevant Trust for its expenses and liabilities incurred in defending any action, suit, proceeding or dispute in which (in the case of the Trustee) fraud, negligence or Default or (in the case of the Manager) breach of contract wilful default is alleged or claimed against it, but on the same being proved, accepted or admitted by it, it shall from its personal assets immediately repay to such Trust the amount previously paid by such Trust to it in respect of that indemnity.