Common use of LIMITATION OF LIABILITY - NOTE HOLDER Clause in Contracts

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (b) to (d) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's ’s liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's ’s indemnification out of the assets of the Origination Fund, as a result of the Note Holder's ’s fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dclause 11.2(d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.211.2(d). (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (bclauses 11.2(b) to (d) of this clause 11.211.2(f).

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder Noteholder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 10.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 10.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, Payment Funding Facility Agreement - SMHL Global Fund No. 7 negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.210.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph paragraphs (ba) to (d) of this clause 11.2clause.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (cb) The parties other than the Note Holder may not take action against xxx the Note Holder in any capacity other than as trustee of the Origination Fund or including seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note -------------------------------------------------------------------------------- PAGE 19 SMHL Global Fund No.3 Redraw Funding Facility Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (dc) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (ed) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (fe) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.211. (gf) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (ba) to (dc) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (b) to (df) of this clause 11.2.. -------------------------------------------------------------------------------- page 27

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund ------------------------------------------------------------------------------- page 25 Top-up Funding Facility Agreement - SMHL Global Fund No. 9 or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (b) to b)to (df) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder Noteholder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 10.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 10.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.210.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph paragraphs (ba) to (d) of this clause 11.2clause.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's ’s liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 10.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's ’s indemnification out of the assets of the Origination Fund, as a result of the Note Holder's ’s fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dclause 10.2(d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.210.2(d). (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's ’s liability is limited in the same manner as set out in paragraph (bclauses 10.2(a) to (d) of this clause 11.210.2(f).

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (cb) The parties other than the Note Holder may not take action against xxx the Note Holder in any capacity other than as trustee of the Origination Fund or including seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note -------------------------------------------------------------------------------- page 19 Redraw Funding Facility Agreement - SMHL Global Fund No. 6 Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (dc) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (ed) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (fe) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.211. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (b) to (d) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder Noteholder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 10.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 10.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, -------------------------------------------------------------------------------- Freehills Sydney\004832884 PAGE 19 negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.210.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph paragraphs (ba) to (d) of this clause 11.2clause.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (cb) The parties other than the Note Holder may not take action against xxx the Note Holder in any capacity other than as trustee of the Origination Fund or including seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (dc) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (ed) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (fe) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.211. (gf) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (ba) to (dc) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (cb) The parties other than the Note Holder may not take action against xxx the Note Holder in any capacity other than as trustee of the Origination Fund or including seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Redraw Funding Facility Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (dc) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (ed) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (fe) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dc) of this clause 11.211. (gf) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (ba) to (dc) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and Top-Up Funding Facility Agreement - SMHL Global Fund No. 7 can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (b) to (d) of this clause 11.2.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder Noteholder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it -------------------------------------------------------------------------------- page 25 Payment Funding Facility Agreement - SMHL Global Fund No. 9 can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 10.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.2 10.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.210.2. (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph paragraphs (ba) to (df) of this clause 11.2clause.

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement. (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's Top-up Funding Facility Agreement - SMHL Global Fund [ ]-[ ] indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dclause 11.2(d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.211.2(d). (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (bclauses 11.2(b) to (d) of this clause 11.211.2(f).

LIMITATION OF LIABILITY - NOTE HOLDER. (a) Clause 26 of the Master Trust Deed applies to the obligations and liabilities of the Note Holder and OF Manager under this agreement.. -------------------------------------------------------------------------------- Page 26 Redraw Funding Facility Agreement - SMHL Global Fund [ ]-[ ] (b) The Note Holder enters into this agreement only in its capacity as trustee of the Origination Fund and no other capacity. A liability of the Note Holder arising under or in connection with this agreement is limited to and can be enforced against the Note Holder only to the extent to which it can be satisfied out of property of the Origination Fund out of which the Note Holder is actually indemnified for the liability. This limitation of the Note Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Note Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement. (c) The parties other than the Note Holder may not take action against the Note Holder in any capacity other than as trustee of the Origination Fund or seek the appointment of a receiver (except in relation to property of the Origination Fund), a liquidator, an administrator or any similar person to the Note Holder or prove in any liquidation, administration or arrangement of or affecting the Note Holder (except in relation to property of the Origination Fund). (d) The provisions of this clause 11.2 shall not apply to any obligation or liability of the Note Holder to the extent that it is not satisfied because under the Master Trust Deed establishing the Origination Fund or by operation of law there is a reduction in the extent of the Note Holder's indemnification out of the assets of the Origination Fund, as a result of the Note Holder's fraud, negligence or wilful default. (e) It is acknowledged that the OF Manager is responsible under the Master Trust Deed establishing the Origination Fund for performing a variety of obligations relating to the Origination Fund, including under this agreement. No act or omission of the Note Holder (including any related failure to satisfy its obligations or breach of representation or warranty under this agreement) will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (dclause 11.2(d) of this clause 11.2 to the extent to which the act or omission was caused or contributed to by any failure by the OF Manager or any other person to fulfil its obligations relating to the Origination Fund or by any other act or omission of the OF Manager or any other person. (f) No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of the Note Holder in a way which exposes the Note Holder to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Note Holder for the purposes of paragraph (d) of this clause 11.211.2(d). (g) The Note Holder is not obliged to do or refrain from doing anything under this agreement (including incur any liability) unless the Note Holder's liability is limited in the same manner as set out in paragraph (bclauses 11.2(b) to (d) of this clause 11.211.2(f).