Common use of Extraordinary Resolutions Clause in Contracts

Extraordinary Resolutions. (a) (Powers) A meeting of Voting Mortgagees shall, without prejudice to any rights or powers conferred on other persons by this deed, have power exercisable by Extraordinary Resolution: (i) to direct the Security Trustee in the action that should be taken by it following the occurrence of an Event of Default or the Charge or this deed becoming enforceable; (ii) to sanction any action that the Security Trustee or a Receiver proposes to take to enforce the provisions of this deed; (iii) to sanction any proposal by the Trust Manager, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Mortgagees against the Chargor or the Trust Manager whether such rights shall arise under this deed, the Trust Documents or otherwise; (iv) to sanction the exchange or substitution of the Secured Moneys for, or the conversion of the Secured Moneys into, bonds or other obligations or securities of the Chargor or any body corporate formed or to be formed; (v) to assent to any modification of the provisions contained in this deed which may be proposed by the Chargor, the Trust Manager or the Security Trustee; (vi) to give any authority, direction, guidance or sanction sought by the Security Trustee from the Voting Mortgagees; -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (vii) to appoint any persons (whether Voting Mortgagees or not) as a committee or committees to represent the interests of the Voting Mortgagees and to confer on such committee or committees any powers or discretions which the Voting Mortgagees could themselves exercise by Extraordinary Resolution; (viii) to approve a person proposed to be appointed as a new Security Trustee for the time being; (ix) to discharge or exonerate the Security Trustee from any liability in respect of any act or omission for whichit may become responsible under this deed; (x) to do any other thing which under this deed is required to be given by an Extraordinary Resolution of the Mortgagees; (xi) to authorise the Security Trustee or any other person to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; or (xii) to determine whether the Security Trustee should or should not perform an Act (as defined in clause 40.17), and any such Extraordinary Resolution will (where relevant and in accordance with clause 40.17) override any determination by the Note Trustee. (b) (No power) A meeting of Voting Mortgagees shall not have power in relation to any Mortgagee to: (i) release any obligation to pay any of the Secured Moneys to that Mortgagee; (ii) alter any date upon which any of the Secured Moneys is payable; or (iii) alter the amount of any payment of any part of the Secured Moneys.

Extraordinary Resolutions. (a) (PowersPOWERS) A meeting of Voting Mortgagees shall, without prejudice to any rights or powers conferred on other persons by this deed, have power exercisable by Extraordinary Resolution: (i) to direct the Security Trustee in the action that should be taken by it following the occurrence of an Event of Default or the Charge or this deed becoming enforceable; (ii) to sanction any action that the Security Trustee or a Receiver proposes to take to enforce the provisions of this deed; (iii) to sanction any proposal by the Trust Manager, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Mortgagees against the Chargor or the Trust Manager whether such rights shall arise under this deed, the Trust Documents or otherwise; (iv) to sanction the exchange or substitution of the Secured Moneys for, or the conversion of the Secured Moneys into, bonds or other obligations or securities of the Chargor or any body corporate formed or to be formed; (v) to assent to any modification of the provisions contained in this deed which may be proposed by the Chargor, the Trust Note Trustee, the Manager or the Security Trustee; (vi) to give any authority, direction, guidance or sanction sought by the Security Trustee from the Voting Mortgagees; -------------------------------------------------------------------------------- --------------------------------------------------------------------------------; (vii) to appoint any persons (whether Voting Mortgagees or not) as a committee or committees to represent the interests of the Voting Mortgagees and to confer on such committee or committees any powers or discretions which the Voting Mortgagees could themselves exercise by Extraordinary Resolution; (viii) to approve a person proposed to be appointed as a new Security Trustee for the time being; (ix) to discharge or exonerate the Security Trustee from any liability in respect of any act or omission for whichit which it may become responsible under this deed; (x) to do any other thing which under this deed is required to be given by an Extraordinary Resolution of the Mortgagees; (xi) to authorise the Security Trustee or any other person to concur in and execute and do all such documents, acts and -------------------------------------------------------------------------------- Page 54 SECURITY TRUST DEED XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- things as may be necessary to carry out and give effect to any Extraordinary Resolution; or (xii) to determine whether the Security Trustee should or should not perform an Act (as defined in clause 40.17), act and any such Extraordinary Resolution will (where relevant and in accordance with clause 40.17) override any determination by the Note Trustee. (b) (No powerNO POWER) A meeting of Voting Mortgagees shall not have power in relation to any Mortgagee to: (i) release any obligation to pay any of the Secured Moneys to that Mortgagee; (ii) alter any date upon which any of the Secured Moneys is payable; or; (iii) alter the amount of any payment of any part of the Secured Moneys; or (iv) alter clause 16.1 in relation to that Mortgagee, without the consent of that Mortgagee.

Extraordinary Resolutions. (a) Subject to paragraph (Powers) A b), a meeting of Voting Mortgagees shall, without prejudice the Noteholders shall in addition to any rights or the powers conferred on other persons by given under this deed, deed have power the following powers exercisable by Extraordinary ResolutionResolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) only: (i) power to direct sanction any compromise or arrangement proposed to be made between the Security Trustee in and the action that should be taken by it following the occurrence of an Event of Default or the Charge or this deed becoming enforceableNoteholders; (ii) power to sanction any action that the Security Trustee or a Receiver proposes to take to enforce the provisions of this deed; (iii) to sanction any proposal by the Trust Managerabrogation, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, of the rights of the Mortgagees Noteholders against the Chargor Trustee or the Trust Manager against any of its property or against any other person whether such rights shall arise under this deed, any of the Trust Documents Notes or otherwise; (iviii) to sanction the exchange or substitution of the Secured Moneys for, or the conversion of the Secured Moneys into, bonds or other obligations or securities of the Chargor or any body corporate formed or to be formed; (v) power to assent to any modification of the provisions contained in this deed deed, the Notes (including the Conditions) or the provisions of any of the Relevant Documents which may shall be proposed by the Chargor, the Trust Manager Trustee or the Security Note Trustee; (viiv) power to give any authority, direction, guidance authority or sanction sought which under the provisions of this deed or the Notes (including the Conditions) is required to be given by the Security Trustee from the Voting MortgageesExtraordinary Resolution; -------------------------------------------------------------------------------- Page 63 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (viiv) power to appoint any persons (whether Voting Mortgagees Noteholders or not) as a committee or committees to represent the interests of the Voting Mortgagees Noteholders and to confer on upon such committee or committees any powers or discretions which the Voting Mortgagees Noteholders could themselves exercise by Extraordinary Resolution; (viiivi) power to approve of a person proposed to be appointed as a new Security Trustee trustee and power to remove any trustee or trustees for the time beingbeing under this deed; (ixvii) power to discharge or exonerate the Security Note Trustee from any all liability in respect of any act or omission for whichit which the Note Trustee may have become responsible under this deeddeed or under the Notes; (xviii) to do any other thing which under this deed is required to be given by an Extraordinary Resolution of the Mortgagees; (xi) power to authorise the Security Note Trustee or any other person to concur in and execute and do all such documentsdeeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; or (xii) to determine whether the Security Trustee should or should not perform an Act (as defined in clause 40.17), and any such Extraordinary Resolution will (where relevant and in accordance with clause 40.17) override any determination by the Note Trustee. (b) (No power) A meeting of Voting Mortgagees shall not have power in relation to any Mortgagee to: (i) release any obligation to pay any of the Secured Moneys to that Mortgagee; (ii) alter any date upon which any of the Secured Moneys is payable; or (iii) alter the amount of any payment of any part of the Secured Moneys.

Extraordinary Resolutions. (a) Subject to paragraph (Powers) A b), a meeting of Voting Mortgagees shall, without prejudice the Noteholders shall in addition to any rights or the powers conferred on other persons by given under this deed, deed have power the following powers exercisable by Extraordinary ResolutionResolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) only: (i) power to direct sanction any compromise or arrangement proposed to be made between the Security Trustee in and the action that should be taken by it following the occurrence of an Event of Default or the Charge or this deed becoming enforceable;Noteholders; -------------------------------------------------------------------------------- Page 64 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (ii) power to sanction any action that the Security Trustee or a Receiver proposes to take to enforce the provisions of this deed; (iii) to sanction any proposal by the Trust Managerabrogation, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, of the rights of the Mortgagees Noteholders against the Chargor Trustee or the Trust Manager against any of its property or against any other person whether such rights shall arise under this deed, any of the Trust Documents Notes or otherwise; (iviii) to sanction the exchange or substitution of the Secured Moneys for, or the conversion of the Secured Moneys into, bonds or other obligations or securities of the Chargor or any body corporate formed or to be formed; (v) power to assent to any modification of the provisions contained in this deed deed, the Notes (including the Conditions) or the provisions of any of the Relevant Documents which may shall be proposed by the Chargor, the Trust Manager Trustee or the Security Note Trustee; (viiv) power to give any authority, direction, guidance authority or sanction sought which under the provisions of this deed or the Notes (including the Conditions) is required to be given by the Security Trustee from the Voting Mortgagees; -------------------------------------------------------------------------------- --------------------------------------------------------------------------------Extraordinary Resolution; (viiv) power to appoint any persons (whether Voting Mortgagees Noteholders or not) as a committee or committees to represent the interests of the Voting Mortgagees Noteholders and to confer on upon such committee or committees any powers or discretions which the Voting Mortgagees Noteholders could themselves exercise by Extraordinary Resolution; (viiivi) power to approve of a person proposed to be appointed as a new Security Trustee trustee and power to remove any trustee or trustees for the time beingbeing under this deed; (ixvii) power to discharge or exonerate the Security Note Trustee from any all liability in respect of any act or omission for whichit which the Note Trustee may have become responsible under this deeddeed or under the Notes; (xviii) to do any other thing which under this deed is required to be given by an Extraordinary Resolution of the Mortgagees; (xi) power to authorise the Security Note Trustee or any other person to concur in and execute and do all such documentsdeeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; or (xii) to determine whether the Security Trustee should or should not perform an Act (as defined in clause 40.17), and any such Extraordinary Resolution will (where relevant and in accordance with clause 40.17) override any determination by the Note Trustee. (b) (No power) A meeting of Voting Mortgagees shall not have power in relation to any Mortgagee to: (i) release any obligation to pay any of the Secured Moneys to that Mortgagee; (ii) alter any date upon which any of the Secured Moneys is payable; or (iii) alter the amount of any payment of any part of the Secured Moneys.

Extraordinary Resolutions. (a) (Powers) A meeting of Voting Mortgagees shall, without prejudice to any rights or powers conferred on other persons by this deed, have power exercisable by Extraordinary Resolution: (i) to direct the Security Trustee in the action that should be taken by it following the occurrence of an Event of Default or the Charge or this deed becoming enforceable; (ii) to sanction any action that the Security Trustee or a Receiver proposes to take to enforce the provisions of this deed; (iii) to sanction any proposal by the Trust Manager, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Mortgagees against the Chargor or the Trust Manager whether such rights shall arise under this deed, the Trust Documents or otherwise; (iv) to sanction the exchange or substitution of the Secured Moneys for, or the conversion of the Secured Moneys into, bonds or other obligations or securities of the Chargor or any body corporate formed or to be formed; (v) to assent to any modification of the provisions contained in this deed which may be proposed by the Chargor, the Trust Note Trustee, the Manager or the Security Trustee;; -------------------------------------------------------------------------------- Page 51 Security Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (vi) to give any authority, direction, guidance or sanction sought by the Security Trustee from the Voting Mortgagees; -------------------------------------------------------------------------------- --------------------------------------------------------------------------------; (vii) to appoint any persons (whether Voting Mortgagees or not) as a committee or committees to represent the interests of the Voting Mortgagees and to confer on such committee or committees any powers or discretions which the Voting Mortgagees could themselves exercise by Extraordinary Resolution; (viii) to approve a person proposed to be appointed as a new Security Trustee for the time being; (ix) to discharge or exonerate the Security Trustee from any liability in respect of any act or omission for whichit which it may become responsible under this deed; (x) to do any other thing which under this deed is required to be given by an Extraordinary Resolution of the Mortgagees; (xi) to authorise the Security Trustee or any other person to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; or (xii) to determine whether the Security Trustee should or should not perform an Act (as defined in clause 40.17), act and any such Extraordinary Resolution will (where relevant and in accordance with clause 40.17) override any determination by the Note Trustee. (b) (No power) A meeting of Voting Mortgagees shall not have power in relation to any Mortgagee to: (i) release any obligation to pay any of the Secured Moneys to that Mortgagee; (ii) alter any date upon which any of the Secured Moneys is payable; or; (iii) alter the amount of any payment of any part of the Secured Moneys; or (iv) alter clause 16.1 in relation to that Mortgagee, without the consent of that Mortgagee.