Common use of Restrictions on enforcement Clause in Contracts

Restrictions on enforcement. (a) If any of the US$ Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the 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 US$ Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the 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), 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 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 US$ 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 US$ Class A 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 US$ Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the US$ 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), 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 US$ 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 US$ Offshore Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the US$ any Offshore 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, enforce the Security Trust Deed or 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 adviser selected by the Note Trustee in its sole and absolute discretion (the cost of which such advice the Trustee indemnifies 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 US$ Offshore Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the US$ 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 which such advice the Trustee indemnifies shall be an Expense payable to the Note Trustee), 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 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 US$ 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 US$ 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 US$ Class A 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 US$ Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the US$ 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 Trustee, -------------------------------------------------------------------------------- Note Trustee), 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 US$ 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 US$ 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 US$ Class A 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 US$ Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the US$ 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), 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) 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 (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 US$ 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).