Common use of Restrictions on enforcement Clause in Contracts

Restrictions on enforcement. (a) If any of the Class A Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, dispose of the Mortgaged Property unless either: (i) a sufficient amount would be realised to discharge in full all amounts owing to the Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A Notes; or (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee, -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i). (b) Neither the Note Trustee nor the Security Trustee will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A Notes or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).

Restrictions on enforcement. (a) If any of the Class A Offshore Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A any Offshore Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, enforce the Security Trust Deed or dispose of the Mortgaged Property unless either: (i) the Note Trustee is of the opinion, reached after considering at any time the advice of a merchant bank or other financial adviser selected by the Note Trustee in its sole and absolute discretion (the cost of such advice shall be an Expense payable to the Note Trustee), that a sufficient amount would be realised to discharge in full all amounts owing to the Class A Offshore Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A Offshore Notes; oror Note Trust Deed [Xxxxxx Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee in its sole and absolute discretion (the cost of such advice shall be an Expense payable to the Note Trustee), -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i)) relating to the Trust. (b) Neither the Note Trustee (except in the case of negligence, fraud or wilful default by it) nor the Security Trustee (except in the case of negligence, fraud or breach of trust by it) will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A Offshore Notes or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).

Restrictions on enforcement. (a) If any of the Class A Offered Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the any Class A Offered Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, enforce the Security Trust Deed or dispose of the Mortgaged Charged Property unless eitherunless: (ia) a sufficient amount would be realised to discharge in full all amounts owing to the Class A Offered Noteholders and any other amounts payable by the Trustee Issuer ranking in priority to or pari passu with the Class A Offered Notes; or; (iib) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note TrusteeTrustee (the cost of which advice shall be an Expense incurred by the Note Trustee under the Transaction Documents for the purposes of the Master Trust Deed and the Securitisation Fund), -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee Issuer (or the Security Trustee under the Security Trust Deed) 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 the TrusteeIssuer, to discharge in full in due course all the amounts referred to in paragraph (i).clause 6.4(a) relating to the Securitisation Fund; or (bc) Neither the Note Trustee nor is so directed by the Security Trustee will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, holders of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations at least 75% of the Trustee or any third party in respect aggregate Invested Amount of the Trustee or the Class A Offered Notes or relating calculated and expressed in any way to the Mortgaged PropertyA$ Equivalent. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).Trust Deed SMHL Global Fund [ ]-[ ]

Restrictions on enforcement. (a) If any of the Class A US$ Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A US$ Notes, the Note Trustee -------------------------------------------------------------------------------- Page 14 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, dispose of the Mortgaged Property (as defined in the Security Trust Deed) unless either: (i) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial institution selected by the Note Trustee in its absolute discretion (the cost of which advice the Trustee indemnifies the Note Trustee) that a sufficient amount would be realised to discharge in full all amounts owing to the Class A US$ Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A US$ Notes; or (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee in its sole and absolute discretion (the cost of which advice the Trustee indemnifies the Note Trustee), -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i)) relating to the Trust. (b) Neither the Note Trustee (except in the case of negligence, fraud or wilful default by it) nor the Security Trustee (except in the case of negligence, fraud or wilful default by it) will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A US$ Notes or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).

Restrictions on enforcement. (a) If any of the Class A Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, dispose of the Mortgaged Property (as defined in the Security Trust Deed) unless either: (i) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial institution selected by the Note Trustee in its absolute discretion (the cost of which advice the Trustee indemnifies the Note Trustee) that a sufficient amount would be realised to discharge in full all amounts owing to the Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A Notes; or (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee in its sole and absolute discretion (the cost of which advice the Trustee indemnifies the Note Trustee), -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i)) relating to the Trust. (b) Neither the Note Trustee (except in the case of negligence, fraud or wilful default by it) nor the Security Trustee (except in the case of negligence, fraud or wilful default by it) will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A Notes or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).. -------------------------------------------------------------------------------- Page 14 Note Trust Xxxx Xxxxxx Xxxxxx Xxxxxxxx --------------------------------------------------------------------------------

Restrictions on enforcement. (a) If any of the Class A Offshore Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A any Offshore Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, enforce the Security Trust Deed or dispose of the Mortgaged Property unless either: (i) the Note Trustee is of the opinion, reached after considering at any time the advice of a merchant bank or other financial adviser selected by the Note Trustee in its sole and absolute discretion (the cost of such advice shall be an Expense payable to the Note Trustee), that a sufficient amount would be realised to discharge in full all amounts owing to the Class A Offshore Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A Offshore Notes; or (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee in its sole and absolute discretion (the cost of such advice shall be an Expense payable to the Note Trustee), -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i)) relating to the Trust. (b) Neither the Note Trustee (except in the case of negligence, fraud or wilful default by it) nor the Security Trustee (except in the case of negligence, fraud or breach of trust by it) will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A Offshore Notes + Note Trust Deed Allens Arthur Robinsxx -------------------------------------------------------------------------------- or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).

Restrictions on enforcement. (a) If any of the Class A Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, dispose of the Mortgaged Property unless either: (i) a sufficient amount would be realised to discharge in full all amounts owing to the Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A Notes; or (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee, -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i). (b) If all Class A Notes have been redeemed in full but while any of the Class B Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class B Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, dispose of the Mortgaged Property unless either: (i) a sufficient amount would be realised to discharge in full all amounts owing to the Class B Noteholders and any other amounts payable by the Trustee ranking in priority thereto or pari passu with the Class B Notes; or (ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial -------------------------------------------------------------------------------- Page 15 -------------------------------------------------------------------------------- adviser selected by the Note Trustee, that the cash flow prospectively receivable by the Trustee (or the Security Trustee under the Security Trust Deed) 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 the Trustee, to discharge in full in due course all amounts referred to in paragraph (i). (c) Neither the Note Trustee nor the Security Trustee will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A Offshore Notes or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a) or (b).