Common use of Matters relating to Australian law Clause in Contracts

Matters relating to Australian law. Notwithstanding anything to the contrary contained elsewhere in this Agreement (including without limitation in this Clause 30) or any Finance Document, it is acknowledged and agreed that, in the case of the pledge of Equity Interests in CEAL only, the aggregate amount secured by said Equity Interests is, until such time as otherwise required by the immediately succeeding sentence, limited to €10,000,000. The purpose of this provision is to ensure that the Finance Parties remain fully secured after the date of the pledge of Equity Interests. Notwithstanding anything to the contrary in this Clause 30.15, if at any time, or from time to time, the Instructing Group specify, by written notice to the Parent, Xxxxxxxx International B.V. and the Security Trustee, that the amount secured by the Equity Interests in CEAL be increased to a specified amount, such increase shall automatically occur in accordance with the share mortgage of CEAL between Xxxxxxxx International BV and the Security Trustee. In connection with any notice given in accordance with the immediately preceding sentence, the Lenders hereby agree that they shall not specify that the amount secured by the Equity Interests in CEAL be increased above an amount which is equal to 120 per cent. of the reasonable estimate (by the Instructing Group) of the maximum fair market value of Equity Interest so pledged, in each case as reasonably determined by the Instructing Group; provided that the Parent and its Subsidiaries shall be bound by any determination of such maximum fair market value by the Instructing Group and shall have no rights against any Finance Party whatsoever for any error by the Instructing Group in arriving at such amount. In connection with such increase, the Parent shall, and shall cause its respective Subsidiaries to, execute and deliver such modifications or supplements to the Security Documents as may be requested by the Security Trustee to evidence the increase of the amount so secured and shall pay all stamp tax (and any other amounts) owing in connection with the increase in the amount secured. All actions required in accordance with this Clause 30.15 shall be taken within 20 days after the Parent’s receipt of any such specification. It is understood that all stamp tax and other charges, expenses or duties payable in connection with any of the actions taken as described above shall be for the joint and several account of the Obligors. If for any reason the Parent does not cause the actions required to be taken as described above to be taken in accordance with any request from the Instructing Group, the Instructing Group (or the Security Trustee at their direction) may (but shall not be required to) take any such actions (and pay any stamp duties, taxes or charges owing in connection therewith) and shall be entitled to immediate reimbursement from the Obligors for any such amounts expended by them.

Matters relating to Australian law. Notwithstanding anything to the contrary contained elsewhere in this Agreement (including without limitation in this Clause 30) or any Finance Document, it is acknowledged and agreed that, in the case of the pledge of Equity Interests in CEAL only, the aggregate amount secured by said Equity Interests is, until such time as otherwise required by the immediately succeeding sentence, limited to €10,000,000. The purpose of this provision is to ensure that the Finance Parties remain fully secured after the date of the pledge of Equity Interests. Notwithstanding anything to the contrary in this Clause 30.15, if at any time, or from time to time, the Instructing Group specify, by written notice to the Parent, Xxxxxxxx International B.V. and the Security Trustee, that the amount secured by the Equity Interests in CEAL be increased to a specified amount, such increase shall automatically occur in accordance with the share mortgage of CEAL between Xxxxxxxx International BV and the Security Trustee. In connection with any notice given in accordance with the immediately preceding sentence, the Lenders hereby agree that they shall not specify that the amount secured by the Equity Interests in CEAL be increased above an amount which is equal to 120 per cent. of the reasonable estimate (by the Instructing Group) of the maximum fair market value of Equity Interest so pledged, in each case as reasonably determined by the Instructing Group; provided that the Parent and its Subsidiaries shall be bound by any determination of such maximum fair market value by the Instructing Group and shall have no rights against any Finance Party whatsoever for any error by the Instructing Group in arriving at such amount. In connection with such increase, the Parent shall, and shall cause its respective Subsidiaries to, execute and deliver such modifications or supplements to the Security Documents as may be requested by 157 the Security Trustee to evidence the increase of the amount so secured and shall pay all stamp tax (and any other amounts) owing in connection with the increase in the amount secured. All actions required in accordance with this Clause 30.15 shall be taken within 20 days after the Parent’s receipt of any such specification. It is understood that all stamp tax and other charges, expenses or duties payable in connection with any of the actions taken as described above shall be for the joint and several account of the Obligors. If for any reason the Parent does not cause the actions required to be taken as described above to be taken in accordance with any request from the Instructing Group, the Instructing Group (or the Security Trustee at their direction) may (but shall not be required to) take any such actions (and pay any stamp duties, taxes or charges owing in connection therewith) and shall be entitled to immediate reimbursement from the Obligors for any such amounts expended by them.