Common use of Disposal of Funding 1 Charged Properties Clause in Contracts

Disposal of Funding 1 Charged Properties. Notwithstanding the foregoing provisions of this Clause 9, if the Funding 1 Security has become enforceable otherwise than by reason of a default in payment of any amount due in respect of any AAA Loan Tranche, the Funding 1 Security Trustee will not be entitled to dispose of all or part of the Funding 1 Charged Property unless either: (a) the Funding 1 Security Trustee shall have been advised by a financial adviser or such other professional adviser selected by it (whose advice or opinion shall be conclusive and binding) that a sufficient amount would be realised to allow a full and immediate discharge of all amounts owing under all AAA Loan Tranches of the Issuer and all prior ranking amounts due by Funding 1 in accordance with the Funding 1 Priorities of Payments; and (b) the Funding 1 Security Trustee is of the sole opinion, which shall be binding on the Funding 1 Secured Creditors, reached after considering at any time and from time to time the advice of any financial or such other professional advisers selected by the Funding 1 Security Trustee in its absolute discretion (acting reasonably) for the purpose of giving such advice, that the cash flow prospectively receivable by Funding 1 will not (or that there is a significant risk that it will not) be sufficient, having regard to any other relevant actual, contingent or prospective liabilities of Funding 1, to discharge in full in due course all amounts owing in respect of each AAA Loan Tranche and all prior ranking amounts due by Funding 1. The fees and expenses of the aforementioned financial adviser or such other professional adviser selected by the Funding 1 Security Trustee shall be paid by Funding 1.