Common use of COVENANTS BY THE RECEIVABLES TRUSTEE Clause in Contracts

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee and also in its capacity as purchaser of the Receivables pursuant to the RSA that it shall not, without the prior written consent of each of the Beneficiaries: (A) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (i) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (ii) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant Documents; (iii) pay dividends or make other distributions to the extent required by applicable law; (iv) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant Documents; and (v) perform any and all acts incidental to or otherwise necessary in connection with (i), (ii), (iii) or (iv) above; (B) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect of any indebtedness; (C) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant Document; (D) consolidate or merge with any other person or convey or transfer its properties or assets to any person; (E) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any Supplement);

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee and also in its capacity as purchaser of the Receivables pursuant to the RSA that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (iiB) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant Documents; (iiiC) pay dividends or make other distributions to the extent required by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant Documents; and (vE) perform any and all acts incidental to or otherwise necessary in connection with (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect of any indebtedness; (Ciii) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant Document; (Div) consolidate or merge with any other person or convey or transfer its properties or assets to any person; (Ev) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any Supplement);; and (vi) have an interest in any bank account other than a Trust Account and the bank account in Jersey referred to in Clause 7.13(b)(ii).

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee and also in its capacity as purchaser of the Receivables pursuant to any Assignment made under the RSA Receivables Securitisation Deed that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, hold and exercise its rights in respect of, the Receivables Trust Property and perform its obligations in respect of the Trust PropertyReceivables Trust; (iiB) preserve and/or preserve, exercise and/or and enforce any of its rights and perform and observe its obligations under the Relevant DocumentsDocuments to which it is expressed to be a party; (iiiC) pay dividends or make other distributions to the extent required permitted by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant DocumentsDocuments to which it is expressed to be a party; and (vE) perform any and all acts incidental to or otherwise necessary in connection with paragraph (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect any indebtedness in any other Relevant Document; (iii) give any guarantee or indemnity in respect of any indebtedness, other than a guarantee or indemnity that is described in, incurred under or contemplated by this Deed or any other Relevant Document; (Civ) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (assets, including any uncalled capital) , or undertaking, present or future, other than as expressly contemplated by this Deed and any the Relevant DocumentDocuments; (Dv) consolidate or merge with any other person or convey or transfer its properties or assets to any person; (Evi) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (discharged, other than as expressly contemplated herein or any Supplement; (vii) have an interest in any Supplementbank account other than a Trust Account and its own bank account opened for the purpose of receiving and making payments to be made otherwise than in its capacity as Receivables Trustee – including paying the Servicing Fee to the Servicer and the fee due and payable for the provision of corporate services to the Receivables Trustee; (viii) register or maintain a branch registration or place of business in the United Kingdom under Part 34 of the Companies Xxx 0000; (ix) maintain or carry on any business through any office, establishment, branch or agency in the United Kingdom for United Kingdom Tax purposes; or (x) have any employees or premises (other than where this is required in order for it to perform its obligations as Receivables Trustee under the Relevant Documents). (b) The Receivables Trustee hereby covenants in favour of the Beneficiaries that it shall: (A) maintain all necessary licences, authorisations, consents and permits and do all other such things necessary to ensure its continued corporate existence and to enable it to carry out its obligations under the Relevant Documents to which it is party; (B) take all necessary steps to ensure it is not a "financial services company" or a "utility company" for the purposes of the Income Tax (Jersey) Law 1961, as amended from time to time; (C) not engage in any activities other than Permitted Activities; (D) maintain its books and records separate from any other person or entity; (E) maintain its bank accounts separate from any other person or entity;

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee and also in its capacity as purchaser of the Receivables pursuant to the RSA that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (iiB) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant Documents; (iiiC) pay dividends or make other distributions to the extent required by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant Documents; and (vE) perform any and all acts incidental to or otherwise necessary in connection with (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect of any indebtedness; (Ciii) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant Document; (Div) consolidate or merge with any other person or convey or transfer its properties or assets to any person; (Ev) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any Supplement); and (vi) have an interest in any bank account other than a Trust Account and the bank account in Jersey referred to in Clause 7.13(b)(ii). 42 (b) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it shall: (i) maintain all necessary licences, authorisations and covenants and do all other such things necessary to ensure its continued corporate existence and carry out its obligations under the Relevant Documents to which it is party; (ii) unless agreed otherwise by each Transferor Beneficiary in writing, open and maintain a bank account in Jersey in its own name for the purpose of receiving and making payments to be made otherwise than in its capacity as Receivables Trustee (including making payments of Trust Cash Management Fee to the Trust Cash Manager or any Co- Trust Cash Manager); and (iii) ensure that all instructions given by or on behalf of the Receivables Trustee for: (1) the transfer of moneys into; (2) the allocation of moneys held in; (3) the transfer of moneys between; or (as the case may be) (4) the distribution of moneys out of the Trust Accounts are given in Jersey and that no such transfers, allocations or distributions are made without such instructions first having been given in Jersey with respect to the transfer, allocation or distribution in question. (c) Save as otherwise provided or as otherwise contemplated in this Deed (including the proviso to Clause 7.11) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it will not exercise any discretion (whether to consent or request or otherwise) vested in it pursuant to the terms of this Deed or the RSA unless it is so directed in accordance with Clause 7.11.

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee Trustee, and also in its capacity as purchaser assignee of the Receivables pursuant to any agreement formed upon acceptance of an Offer made under the RSA Receivables Securitisation Deed, that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (iiB) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant DocumentsTransaction Documents to which it is party; (iiiC) pay dividends or make other distributions to the extent required by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant DocumentsTransaction Documents to which it is party; and (vE) perform any and all acts incidental to or otherwise necessary in connection with (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect of any indebtedness; (Ciii) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant DocumentTransaction Document to which it is party; (Div) consolidate or merge with any other person or convey or transfer its properties or assets to any person, Provided that the Receivables Trustee shall in no event (regardless of whether the Beneficiaries have consented to the same) consolidate or merge with any other person unless SFAS 140 or any successor standard thereto for US GAAP specifically permits a qualified special purpose entity (as defined in SFAS 140 or any successor standard thereto) to consolidate or merge with another entity; (Ev) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any Supplement); (vi) have an interest in any bank account other than a Trust Account and the bank accounts in Jersey referred to in Clause 7.13(b)(ii); (vii) maintain a branch registration in the United Kingdom; (viii) maintain or carry on any business through any office, establishment, branch or agency in the United Kingdom for United Kingdom tax purposes; or (ix) except with the prior written consent of the Beneficiaries, have any employees or premises or have any subsidiary. (b) The Receivables Trustee hereby covenants in favour of the Beneficiaries that it shall: (A) maintain all necessary licences, authorisations and covenants and do all other such things necessary to ensure its continued corporate existence and carry out its obligations under the Transaction Documents to which it is party; (B) take all necessary steps to maintain its status as an "exempt company" within the meaning of the Income Tax (Jersey) Law 1961, as amended from time to time; and (C) for the purposes of US GAAP, not engage in any activities other than Permitted Activities. (ii) unless agreed otherwise by the Transferor Beneficiary in writing, open and maintain a bank account in Jersey in its own name for the purpose of receiving and making payments to be made otherwise than in its capacity as Receivables Trustee (including making payments of Servicing Fee to the Servicer); (iii) ensure that all instructions given by or on behalf of the Receivables Trustee for: (A) the transfer of monies into; (B) the allocation (for the purposes of making transfers and distributions referred to in (C) and (D) below) of monies held in; (C) the transfer of monies between; or (as the case may be) (D) the distribution of monies out of, the Trust Accounts are initiated in Jersey and that no such transfers, allocations or distributions are made without such instructions first having been initiated in Jersey by or on behalf of the Receivables Trustee with respect to the transfer, allocation or distribution in question; (iv) procure that any agent who executes any contract on behalf of the Receivables Trustee shall be resident outside the United Kingdom for United Kingdom tax purposes and will not act through a United Kingdom branch or agency; and (v) take all such action as is necessary to facilitate any sales of Defaulted Receivables (always subject to and in accordance with the Call Option Agreement and the terms of this Deed, as modified by any Supplement) to the Transferor. (c) Save as otherwise provided or as otherwise contemplated in this Deed (including the proviso to Clause 7.11) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it will not exercise any discretion (whether to consent or request or otherwise) vested in it pursuant to the terms of this Deed or the Receivables Securitisation Deed unless it is so directed in accordance with Clause 7.11.

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee and also in its capacity as purchaser of the Receivables pursuant to the RSA that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (iiB) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant Documents; (iiiC) pay dividends or make other distributions to the extent required by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant Documents; and (vE) perform any and all acts incidental to or otherwise necessary in connection with (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect of any indebtedness; (Ciii) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant Document; (Div) consolidate or merge with any other person or convey or transfer its properties or assets to any person; (Ev) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any Supplement); and (vi) have an interest in any bank account other than a Trust Account and the bank account in Jersey referred to in Clause 7.13(b)(ii). (b) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it shall: (i) maintain all necessary licences, authorisations and covenants and do all other such things necessary to ensure its continued corporate existence and carry out its obligations under the Relevant Documents to which it is party; (ii) unless agreed otherwise by each Transferor Beneficiary in writing, open and maintain a bank account in Jersey in its own name for the purpose of receiving and making payments to be made otherwise than in its capacity as Receivables Trustee (including making payments of Trust Cash Management Fee to the Trust Cash Manager or any Co-Trust Cash Manager); and (iii) ensure that all instructions given by or on behalf of the Receivables Trustee for: (1) the transfer of moneys into; (2) the allocation of moneys held in; (3) the transfer of moneys between; or (as the case may be) (4) the distribution of moneys out of the Trust Accounts are given in Jersey and that no such transfers, allocations or distributions are made without such instructions first having been given in Jersey with respect to the transfer, allocation or distribution in question. (c) Save as otherwise provided or as otherwise contemplated in this Deed (including the proviso to Clause 7.11) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it will not exercise any discretion (whether to consent or request or otherwise) vested in it pursuant to the terms of this Deed or the RSA unless it is so directed in accordance with Clause 7.11.

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Delamare Cards Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee and also in its capacity as purchaser of the Receivables pursuant to any agreement formed upon acceptance of any Offer made under the RSA RSD that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Delamare Cards Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (iiB) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant DocumentsDocuments to which it is expressed to be a party; (iiiC) pay dividends or make other distributions to the extent required by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant DocumentsDocuments to which it is expressed to be a party; and (vE) perform any and all acts incidental to or otherwise necessary in connection with (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Trust Supplement) or give any guarantee or indemnity in respect of any indebtedness; (Ciii) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant DocumentDocument to which it is expressed to be a party; (D) consolidate or merge with any other person or convey or transfer its properties or assets to any person; (Eiv) permit the validity or effectiveness of the Delamare Cards Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any SupplementTrust Supplement or any Scottish Declaration of Trust); (v) have an interest in any bank account other than a Trust Account; (vi) be or become tax resident in any jurisdiction other than the United Kingdom; (vii) maintain a branch registration in any jurisdiction other than in the United Kingdom; (viii) maintain or carry on any business through any office, establishment, branch, agency or permanent establishment in any jurisdiction other than in the United Kingdom; (ix) be or become a director of any company (within the meaning of section 67(1) and (2) of the Income Tax (Earnings and Pensions) Act 2003 and including any person within the meaning of section 452(1) of the Corporation Tax Act 2010) nor at any time have such a director; or (x) have any employees or premises (other than a sufficient number of employees or premises in light of its contemplated business operations). (b) The Receivables Trustee hereby covenants in favour of the Beneficiaries that it shall: (i) maintain all necessary licences, authorisations and covenants and do all other such things necessary to ensure its continued corporate existence and carry out its obligations under the Relevant Documents to which it is party; (ii) unless agreed otherwise by the Transferor Beneficiary in writing, open and maintain a bank account in its own name for the purpose of receiving and making payments to be made otherwise than in its capacity as Receivables Trustee (including making payments of the Servicing Fee to the Servicer); (iii) take all such action as is necessary to facilitate any sales of Defaulted Receivables (always subject to and in accordance with the terms of the Call Option Agreement and the terms of this Deed, as modified by any Trust Supplement) to the Transferor; and (iv) take all such action as is necessary to facilitate any sales of Receivables other than Defaulted Receivables (subject to and in accordance with the terms of the Receivables Securitisation Deed and the relevant Call Option Agreement) to the Transferor. (c) Save as otherwise provided or as otherwise contemplated in this Deed (including the proviso to Clause 7.11 (Rights of Beneficiaries to Direct the Receivables Trustee)) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it will not exercise any discretion (whether to consent or request or otherwise) vested in it pursuant to the terms of this Deed or the RSD unless it is so directed in accordance with Clause 7.11 (Rights of Beneficiaries to Direct the Receivables Trustee).

COVENANTS BY THE RECEIVABLES TRUSTEE. (a) Save as provided for or as contemplated in this Deed and the Receivables Trust constituted hereby, the Receivables Trustee hereby covenants in favour of the Beneficiaries in its capacity as Receivables Trustee Trustee, and also in its capacity as purchaser assignee of the Receivables pursuant to any agreement formed upon acceptance of an Offer made under the RSA Receivables Securitisation Deed, that it shall not, without the prior written consent of each of the Beneficiaries: (Ai) carry on any business other than as trustee of the Receivables Trust and in respect of that business shall not engage in any activity or do anything whatsoever except: (iA) hold, and exercise its rights in respect of, the Trust Property and perform its obligations in respect of the Trust Property; (iiB) preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Relevant DocumentsTransaction Documents to which it is party; (iiiC) pay dividends or make other distributions to the extent required by applicable law; (ivD) use, invest or dispose of any of its property or assets in the manner provided in or contemplated by the Relevant DocumentsTransaction Documents to which it is party; and (vE) perform any and all acts incidental to or otherwise necessary in connection with (iA), (iiB), (iiiC) or (ivD) above; (Bii) incur any indebtedness whatsoever (other than as expressly contemplated herein or in any Supplement) or give any guarantee or indemnity in respect of any indebtedness; (Ciii) create any Encumbrance whatsoever over any of its assets, or use, invest, sell or otherwise dispose of any part of its assets (including any uncalled capital) or undertaking, present or future, other than as expressly contemplated by this Deed and any Relevant DocumentTransaction Document to which it is party; (Div) consolidate or merge with any other person or convey or transfer its properties or assets to any person, PROVIDED THAT the Receivables Trustee shall in no event (regardless of whether the Beneficiaries have consented to the same) consolidate or merge with any other person unless SFAS 140 or any successor standard thereto for US GAAP specifically permits a qualified special purpose entity (as defined in SFAS 140 or any successor standard thereto) to consolidate or merge with another entity; (Ev) permit the validity or effectiveness of the Receivables Trust to be supplemented, amended, varied, terminated, postponed or discharged (other than as expressly contemplated herein or in any Supplement); (vi) have an interest in any bank account other than a Trust Account and the bank accounts in Jersey referred to in Clause 7.13(b)(ii); (vii) maintain a branch registration in the United Kingdom; (viii) maintain or carry on any business through any office, establishment, branch or agency in the United Kingdom for United Kingdom tax purposes; or (ix) except with the prior written consent of the Beneficiaries, have any employees or premises or have any subsidiary. (b) The Receivables Trustee hereby covenants in favour of the Beneficiaries that it shall: (A) maintain all necessary licences, authorisations and covenants and do all other such things necessary to ensure its continued corporate existence and carry out its obligations under the Transaction Documents to which it is party; (B) take all necessary steps to maintain its status as an "exempt company" within the meaning of the Income Tax (Jersey) Law 1961, as amended from time to time; and (C) for the purposes of US GAAP, not engage in any activities other than Permitted Activities. (ii) unless agreed otherwise by the Transferor Beneficiary in writing, open and maintain a bank account in Jersey in its own name for the purpose of receiving and making payments to be made otherwise than in its capacity as Receivables Trustee (including making payments of Servicing Fee to the Servicer); (iii) ensure that all instructions given by or on behalf of the Receivables Trustee for: (A) the transfer of monies into; (B) the allocation (for the purposes of making transfers and distributions referred to in (C) and (D) below) of monies held in; (C) the transfer of monies between; or (as the case may be) (D) the distribution of monies out of, the Trust Accounts are initiated in Jersey and that no such transfers, allocations or distributions are made without such instructions first having been initiated in Jersey by or on behalf of the Receivables Trustee with respect to the transfer, allocation or distribution in question; (iv) procure that any agent who executes any contract on behalf of the Receivables Trustee shall be resident outside the United Kingdom for United Kingdom tax purposes and will not act through a United Kingdom branch or agency; and (v) take all such action as is necessary to facilitate any sales of Defaulted Receivables (always subject to and in accordance with the Call Option Agreement and the terms of this Deed, as modified by any Supplement) to the Transferor. (c) Save as otherwise provided or as otherwise contemplated in this Deed (including the proviso to Clause 7.11) the Receivables Trustee hereby covenants in favour of the Beneficiaries that it will not exercise any discretion (whether to consent or request or otherwise) vested in it pursuant to the terms of this Deed or the Receivables Securitisation Deed unless it is so directed in accordance with Clause 7.11.