out in the Finance Documents none of the Asia Pacific
Loan Market Association, the Finance Parties or any of their advisers have given
any representation or warranty or other assurance to any Obligor in relation to
the Finance Documents and the transactions they contemplate, including as to tax
or other effects.
The Obligors have not relied on any of them or on any conduct
(including any recommendation) by any of them.
The Obligors have obtained their
own tax and legal advice.
The Code of Banking Practice does not apply to the Finance Documents and the
transactions under them.
184
SECTION 12
GOVERNING LAW AND ENFORCEMENT
47.
GOVERNING LAW
This Agreement is governed by Queensland law.
48.
ENFORCEMENT
48.1
JURISDICTION
(A)
THE COURTS HAVING JURISDICTION IN QUEENSLAND HAVE EXCLUSIVE JURISDICTION
TO SETTLE ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
(INCLUDING A DISPUTE RELATING TO THE EXISTENCE, VALIDITY OR TERMINATION OF THIS
AGREEMENT (A "DISPUTE").
(B)
THE PARTIES AGREE THAT THOSE COURTS ARE THE MOST APPROPRIATE AND
CONVENIENT COURTS TO SETTLE DISPUTES AND ACCORDINGLY NO PARTY WILL ARGUE TO THE
CONTRARY.
(C)
NOTWITHSTANDING PARAGRAPH (A) ABOVE, NO FINANCE PARTY OR BENEFICIARY
SHALL BE PREVENTED FROM TAKING PROCEEDINGS RELATING TO A DISPUTE IN ANY OTHER
COURTS WITH JURISDICTION.
TO THE EXTENT ALLOWED BY LAW, THE FINANCE PARTIES AND
THE BENEFICIARIES MAY TAKE CONCURRENT PROCEEDINGS IN ANY NUMBER OF
JURISDICTIONS.
48.2
SERVICE OF PROCESS
Without prejudice to any other mode of service allowed under any relevant law,
each Obligor (other than an Obligor incorporated in Australia):
(A)
IRREVOCABLY APPOINTS THE ORIGINAL BORROWER AS ITS AGENT FOR SERVICE OF
PROCESS IN RELATION TO ANY PROCEEDINGS IN CONNECTION WITH ANY FINANCE DOCUMENT;
AND
(B)
AGREES THAT FAILURE BY A PROCESS AGENT TO NOTIFY THE RELEVANT OBLIGOR OF
THE PROCESS WILL NOT INVALIDATE THE PROCEEDINGS CONCERNED.
48.3
CERTAIN ERISA MATTERS
(A)
EACH LENDER (X) REPRESENTS AND WARRANTS, AS OF THE DATE SUCH PERSON
BECAME A LENDER PARTY HERETO, TO, AND (Y) COVENANTS, FROM THE DATE SUCH PERSON
BECAME A LENDER PARTY HERETO TO THE DATE SUCH PERSON CEASES BEING A LENDER PARTY
HERETO, FOR THE BENEFIT OF THE AGENT AND NOT, FOR THE AVOIDANCE OF DOUBT, TO OR
FOR THE BENEFIT OF THE BORROWER OR ANY OTHER OBLIGOR, THAT AT LEAST ONE OF THE
FOLLOWING IS AND WILL BE TRUE:
(I)
SUCH LENDER IS NOT USING "PLAN ASSETS" (WITHIN THE MEANING OF SECTION
3(42) OF ERISA OR OTHERWISE) OF ONE OR MORE BENEFIT PLANS WITH RESPECT TO SUCH
LENDER'S ENTRANCE INTO, PARTICIPATION IN, ADMINISTRATION OF AND PERFORMANCE OF
THE LOANS, THE
LETTERS OF CREDIT, THE COMMITMENTS OR THIS AGREEMENT,
(II)
THE TRANSACTION EXEMPTION SET FORTH IN ONE OR MORE PTES, SUCH AS PTE
84-14 (A CLASS EXEMPTION FOR CERTAIN TRANSACTIONS DETERMINED BY INDEPENDENT
QUALIFIED PROFESSIONAL ASSET MANAGERS), PTE 95-60 (A CLASS EXEMPTION FOR CERTAIN
TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTE 90-1 (A CLASS
EXEMPTION FOR CERTAIN TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE
ACCOUNTS), PTE 91-38 (A CLASS EXEMPTION FOR CERTAIN TRANSACTIONS