BABCOCK & BROWN

(b) it shall have been indemnified to its satisfaction against all costs, charges, liabilities and expenses which may be
incurred by it in connection with that action.
11.4 No remedy against the Issuer
Except as specifically provided by this clause 11 or the Trust Deed, no remedy against the Issuer shall be available
to the Trustee or the Holders whether for the recovery of amounts owing in respect of any breach by the Issuer
or any of its obligations under the Trust Deed (including these Terms of Issue) or otherwise.
11.5 Holders’ right to enforce
No Holder shall be entitled to proceed directly against the Issuer to enforce any right or remedy under or in respect
of any BBSN unless the Trustee, having become bound to proceed, fails to do so within 30 days and such failure shall
be continuing, in which case any such Holder may, upon giving an indemnity satisfactory to the Trustee, in the name
of the Trustee (but not otherwise), itself institute proceedings against the Issuer for the relevant remedy to the same
extent (but not further or otherwise) that the Trustee would have been entitled to do so.
12 General
12.1 Ranking
BBSN are unsecured notes and rank equally without any preference among themselves.
12.2 Issue of additional equity or debt securities
The Issuer may from time to time without the consent of Holders or the Trustee create and issue further BBSN,
any class of share capital or other equity or debt securities and create, issue, secure or guarantee any indebtedness
upon such terms, including as to return of contribution or repayment in a Winding Up, as the Issuer may think fit
(and including, for the avoidance of doubt, whether ranking ahead of, behind or equally with the claims of Holders).
12.3 Subordination
(a) Relevant Claims are, to the extent permitted by law and subject to the exception in clause 12.3(b),
subordinated to the Priority Claims of all Creditors.
(b) No amount is payable by the Issuer in respect of any Relevant Claim if any amount is owing or outstanding by
the Issuer to any Creditor in respect of any Priority Claim except that the Issuer must make payment under or
in relation to a Relevant Claim as and when that payment, but for this clause 12.3, is due so long as (and only
so long as):
(1) no Winding Up of the Issuer has occurred; and
(2) no amount is due and payable by the Issuer to any Creditor in respect of a Priority Claim which
remains unpaid.
(c) Amounts payable by the Issuer in respect of Relevant Claims shall in a liquidation of the Issuer following
a Winding Up of the Issuer rank:
(1) ahead of all holders of Ordinary Shares; and
(2) after the Priority Claims of Creditors; and
(3) equally with or, as the case may be, ahead of the Excluded Claims of Creditors.
BABCOCK & BROWN SUBORDINATED NOTES 101