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 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 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 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 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 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; (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.
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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 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 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, Trustee or the Note Trustee, the Manager or the Security Trustee; -------------------------------------------------------------------------------- Page 51 Security Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------;
(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;
(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 which it 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 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;
(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.
Appears in 1 contract
Samples: Note Trust Deed (Interstar Securitisation Management Pty LTD)
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 Note Trustee, the Trust 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 which it 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 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; or
(iv) alter clause 16.1 in relation to that Mortgagee, without the consent of that Mortgagee.
Appears in 1 contract
Samples: Security Trust Deed (Westpac Securitisation Management Pty LTD)
Extraordinary Resolutions. (a1) (Powers) A An Extraordinary Resolution, passed at a meeting of Voting Mortgagees shallthe Debentureholders held in accordance with the provisions hereof, without prejudice shall be binding upon all the Debentureholders and upon each and every Debentureholder whether present or absent and each and every Debentureholder and the Trustee (subject to any rights or powers conferred on other persons by this deed, have power exercisable by the provisions for its indemnity herein contained) shall be bound to give effect thereto accordingly.
(2) The expression "Extraordinary Resolution:
(i) " when used in this Indenture means, subject as hereinafter in this Article 16 provided, a resolution proposed to direct be passed as an Extraordinary Resolution at a meeting of Debentureholders duly convened for the Security Trustee purpose and held 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 accordance with the provisions of this deed;Article 16 at which, subject to Subsection 16.03(3), holders of at least thirty-three and one-third (33 and 1/3%) percent in principal amount of the Debentures then outstanding are present in person or by proxy and passed by the favourable votes of the holders of not less than sixty-six and two thirds (66-2/3%) percent of the principal amount of Debentures represented at the meeting and voted on a poll upon such resolution.
(iii3) If at any such meeting holders of thirty-three and one-third (33 and 1/3%) percent in principal amount of the Debentures outstanding are not present in person or by proxy within thirty (30) minutes after the time appointed for the meeting, then the meeting, if convened by Debentureholders or on a request of Debentureholders shall be adjourned to sanction any proposal such date, being not less than fifteen (15) nor more than fifty (50) days later, and to such place and time as may be appointed by the Manager, the Chargor or the Security Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights chairman. Not less than ten (10) days notice shall be given of the Mortgagees against time and place of such adjourned meeting in the Chargor manner prescribed for notice of meetings of Debentureholders. Such notice shall state that at the adjourned meeting the Debentureholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the Manager whether such rights shall arise under this deed, purposes for which 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 meeting was originally called or any body corporate formed other particulars. At the adjourned meeting the Debentur eholders present in person or to be formed;
(v) to assent to any modification of by proxy shall form a quorum and may transact the provisions contained in this deed business for which may be the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the Chargor, the Note Trustee, the Manager or the Security Trustee; -------------------------------------------------------------------------------- Page 51 Security Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(virequisite vote as provided in Subsection 16.03(2) 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 shall 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 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 within the meaning of this Indenture, notwithstanding that holders of fifty-one (51%) percent in principal amount of the Mortgagees;
(xi) to authorise the Security Trustee Debentures then outstanding are not present in person or any other person to concur in and execute and do all by proxy at 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 and any such Extraordinary Resolution will (where relevant and in accordance with clause 40.17) override any determination by the Note Trusteeadjourned meeting.
(b4) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.
(No power5) A Save as herein expressly otherwise provided, no action shall be taken at a meeting of Voting Mortgagees shall not have power in relation to the Debentureholders which changes any Mortgagee to:
(i) release any obligation to pay any provision of this Indenture or changes or prejudices the Secured Moneys to that Mortgagee;
(ii) alter any date upon which any of the Secured Moneys is payable;
(iii) alter the amount exercise of any payment right of any part of the Secured Moneys; or
(iv) alter clause 16.1 in relation to that Mortgagee, without the consent of that MortgageeDebentureholder except by Extraordinary Resolution as above provided.
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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 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 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, Trustee or the Note Trustee, ;
(iv) power to give any authority or sanction which under the Manager provisions of this deed or the Security TrusteeNotes (including the Conditions) is required to be given by Extraordinary Resolution; -------------------------------------------------------------------------------- Page 51 Security 63 Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx --------------------------------------------------------------------------------
(viv) to give any authority, direction, guidance or sanction sought by the Security Trustee from the Voting Mortgagees;
(vii) 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 which it 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 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;
(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.
Appears in 1 contract
Samples: Note Trust Deed (Interstar Securitisation Management Pty LTD)
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 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 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 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 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 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;
(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.
Appears in 1 contract