Common use of DIRECTION OF DEFENCE OF CLAIMS Clause in Contracts

DIRECTION OF DEFENCE OF CLAIMS. (a) If any action, proceeding, claim or demand brought against the Manager in connection with (i) any untrue statement of a material fact contained or alleged to be contained in the Company Information referred to in clause 52.21(h) or (ii) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (for the purpose of this clause 52.23, a CLAIM), the Issuer and the Security Trustee (for the purpose of this clause 52.23, each a RELEVANT DEFENDANT) will have the option to assume the direction of that Claim (including the employment of legal advisers selected by the Relevant Defendant but approved by the Manager subject to the payment by the Relevant Defendant of all fees and expenses). (b) If the Relevant Defendant notifies the Manager in writing of its election to direct the defence of a Claim brought against the Relevant Defendant and the Manager approves the legal advisers selected by the Relevant Defendant for the purposes of the defence of that Claim, the Relevant Defendant will not be liable to the Manager under this clause 52.23 for any fees or expenses subsequently incurred by the Manager in connection with the Claim against the Relevant Defendant unless the Relevant Defendant does not employ legal advisers approved by or on behalf of the Manager to represent the Relevant Defendant within a reasonable time after notice of the Claim. (c) If any Claim brought against a Relevant Defendant is settled with respect to the Relevant Defendant with the consent of the Manager or if there is a final judgement against the Relevant Defendant in relation to it, the Relevant Defendant agrees to indemnify and hold harmless the Manager from and against any loss or liability by reason of such settlement or Note Trust Deed SMHL Global Fund [ ]-[ ] judgement (other than any fees and expenses incurred in circumstances where the Relevant Defendant is not liable for them under clause 52.23(b), or any fees and expenses incurred in connection with any Claim brought against a Relevant Defendant that is settled with respect to the Relevant Defendant or compromised by the Relevant Defendant without the consent of the Manager (unless the Manager has unreasonably withheld its consent)). -------------------------------------------------------------------------------- 53 CONSENT OF CLASS A OFFERED NOTEHOLDERS

DIRECTION OF DEFENCE OF CLAIMS. (a) If any action, proceeding, claim or demand brought against the Manager in connection with (i) any untrue statement of a material fact contained or alleged to be contained in the Company Trustee Information referred to in clause 52.21(h12.5(g) or (ii) the omission or alleged omission to state in the Company Trustee Information a material fact required to be stated in the Company Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (for the purpose of this clause 52.2312.7, a CLAIMClaim), the Issuer and the Security Trustee (for the purpose of this clause 52.23, each a RELEVANT DEFENDANT) will have the option to assume the direction of that Claim (including the employment of legal advisers selected by the Relevant Defendant Trustee but approved by the Manager subject to the payment by the Relevant Defendant Trustee of all fees and expenses). (b) If the Relevant Defendant Trustee notifies the Manager in writing of its election to direct the defence of a Claim brought against the Relevant Defendant Trustee and the Manager approves -------------------------------------------------------------------------------- page 86 Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class B Notes the legal advisers selected by the Relevant Defendant Trustee for the purposes of the defence of that Claim, the Relevant Defendant Trustee will not be liable to the Manager under this clause 52.23 12.7 for any fees or expenses subsequently incurred by the Manager in connection with the Claim against the Relevant Defendant Trustee unless the Relevant Defendant Trustee does not employ legal advisers approved by or on behalf of the Manager to represent the Relevant Defendant Trustee within a reasonable time after notice of the Claim. (c) If any Claim brought against a Relevant Defendant the Trustee is settled with respect to the Relevant Defendant Trustee with the consent of the Manager or if there is a final judgement against the Relevant Defendant Trustee in relation to it, the Relevant Defendant Trustee agrees to indemnify and hold harmless the Manager from and against any loss or liability by reason of such settlement or Note Trust Deed SMHL Global Fund [ ]-[ ] judgement (other than any fees and expenses incurred in circumstances where the Relevant Defendant Trustee is not liable for them under clause 52.23(b12.7(b), or any fees and expenses incurred in connection with any Claim brought against a Relevant Defendant the Trustee that is settled with respect to the Relevant Defendant Trustee or compromised by the Relevant Defendant Trustee without the consent of the Manager (unless the Manager has unreasonably withheld its consent)). -------------------------------------------------------------------------------- 53 CONSENT 13 FINANCIAL DEFAULT For the purposes of the Securitisation Fund and all Transaction Documents relating to the Securitisation Fund, any failure by the Trustee to pay all or part of any Interest Amount on any relevant Payment Date other than the Final Maturity Date does not constitute a Financial Default or an Event of Default for the purposes of the Security Trust Deed. -------------------------------------------------------------------------------- 14 ATTORNEY The attorney executing this notice states that he or she has no notice of, alteration to, or revocation or suspension of, the power of attorney appointing that attorney. DATED: [ ] SIGNED BY ME PORTFOLIO MANAGEMENT LIMITED: by its attorney in the presence of: -------------------------------- ------------------------------- Witness Attorney -------------------------------- ------------------------------- Name (please print) Name (please print) -------------------------------------------------------------------------------- page 87 Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class B Notes -------------------------------------------------------------------------------- SCHEDULE A - REPORT ON ASSESSMENT OF CLASS COMPLIANCE WITH REGULATION AB SERVICING CRITERIA ME Portfolio Management Limited Level 16 360 Collins Street Melbourne VIC 3000 [________________] (the "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇") is responsible for assessing compliance as of June 30, [ ] and for the period from [ ] (date of issuance of SMHL Global Fund [ ]-[ ]) through June 30, [ ] (the "REPORTING PERIOD") with the servicing criteria set forth in Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), except for criteria 229.1122(d)[insert section numbers in Regulation AB that are not applicable to Asserting Party] of the CFR, which have not been determined pursuant to the transaction documents for the SMHL Global Fund [ ]-[ ] to be, and the Asserting Party has concluded are not, servicing criteria that the Asserting Party performs, or in which the Asserting Party participates, in relation to SMHL Global Fund [ ]-[ ] (the "APPLICABLE SERVICING CRITERIA"). This assessment of compliance is provided in relation to SMHL Global Fund [ ]-[ ]. The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria in relation to SMHL Global Fund [ ]-[ ]. [____________], an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria for the Reporting Period as set forth in this assertion. [NAME OF ASSERTING PARTY] nDate: __________________ By: Name: __________________ Title: __________________ -------------------------------------------------------------------------------- page 88 Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A OFFERED NOTEHOLDERSand Class B Notes -------------------------------------------------------------------------------- SCHEDULE B - SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE (i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. ----------------------------------------------------------------------------------------------------------------------------------- 1122(d)(1)

DIRECTION OF DEFENCE OF CLAIMS. (a) If any action, proceeding, claim or demand brought against the Manager in connection with (i) any untrue statement of a material fact contained or alleged to be contained in the Company Information referred to in clause 52.21(h25.21(a) or (ii) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (for the purpose of this clause 52.2325.23, a CLAIM), the Issuer Issuing Trustee and the Security Trustee (for the purpose of this clause 52.2325.23, each a RELEVANT DEFENDANT) will have the option to assume the direction of that Claim (including the employment of legal advisers selected by the Relevant Defendant but approved by the Manager subject to the payment by the Relevant Defendant of all fees and expenses). (b) If the Relevant Defendant notifies the Manager in writing of its election to direct the defence of a Claim brought against the Relevant Defendant and the Manager approves the legal advisers selected by the Relevant Defendant for the purposes of the defence of that Claim, the Relevant Defendant will not be liable to the Manager under this clause 52.23 25.23 for any fees or expenses subsequently incurred by the Manager in connection with the Claim against the Relevant Defendant unless the Relevant Defendant does not employ legal advisers approved by or on behalf of the Manager to represent the Relevant Defendant within a reasonable time after notice of the Claim. (c) If any Claim brought against a Relevant Defendant is settled with respect to the Relevant Defendant with the consent of the Manager or if there is a final judgement against the Relevant Defendant in relation to it, the Relevant Defendant agrees to indemnify and hold harmless the Manager from and against any loss or liability by reason of such settlement or Note Trust Deed SMHL Global Fund [ ]-[ ] judgement (other than any fees and expenses incurred in circumstances where the Relevant Defendant is not liable for them under clause 52.23(b25.23(b), or any fees and expenses incurred in connection with any Claim brought against a Relevant Defendant that is settled with respect to the Relevant Defendant or compromised by the Relevant Defendant without the consent of the Manager (unless the Manager has unreasonably withheld its consent)). -------------------------------------------------------------------------------- 53 CONSENT OF CLASS A OFFERED NOTEHOLDERS26 TRUSTEES' LIABILITY

DIRECTION OF DEFENCE OF CLAIMS. (a) If any action, proceeding, claim or demand brought against the Manager in connection with (i) any untrue statement of a material fact contained or alleged to be contained in the Company Trustee Information referred to in clause 52.21(h15.7(g) or (ii) the omission or alleged omission to state in the Company Trustee Information a material fact required to be stated in the Company Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (for the purpose of this clause 52.2315.9, a CLAIM), the Issuer and the Security Trustee (for the purpose of this clause 52.23, each a RELEVANT DEFENDANT) will have the option to assume the direction of that Claim (including the employment of legal advisers selected by the Relevant Defendant Trustee but approved by the Manager subject to the payment by the Relevant Defendant Trustee of all fees and expenses). (b) If the Relevant Defendant Trustee notifies the Manager in writing of its election to direct the defence of a Claim brought against the Relevant Defendant Trustee and the Manager approves the legal advisers selected by the Relevant Defendant Trustee for the purposes of the defence of that Claim, the Relevant Defendant Trustee will not be liable to the Manager under this clause 52.23 15.9 for any fees or expenses subsequently incurred by the Manager in connection with the Claim against the Relevant Defendant Trustee unless the Relevant Defendant Trustee does not employ legal advisers approved by or on behalf of the Manager to represent the Relevant Defendant Trustee within a reasonable time after notice of the Claim. (c) If any Claim brought against a Relevant Defendant the Trustee is settled with respect to the Relevant Defendant Trustee with the consent of the Manager or if there is a final judgement against the Relevant Defendant Trustee in relation to it, the Relevant Defendant Trustee agrees to indemnify and hold harmless the Manager from and against any loss or liability by reason of such settlement or Note Trust Deed SMHL Global Fund [ ]-[ ] judgement (other than any fees and expenses incurred in circumstances where the Relevant Defendant Trustee is not liable for them under clause 52.23(b15.9(b), or any fees and expenses incurred in connection with any Claim brought against a Relevant Defendant the Trustee that is settled with respect to the Relevant Defendant Trustee or compromised by the Relevant Defendant Trustee without the consent of the Manager (unless the Manager has unreasonably withheld its consent)). -------------------------------------------------------------------------------- 53 CONSENT OF CLASS A OFFERED NOTEHOLDERS.