Common use of Effect of Termination Notice Clause in Contracts

Effect of Termination Notice. 27.2.1 After receipt by the Cash Manager of a Termination Notice pursuant to Clause 27.1 (Cash Manager Defaults), and on the date that a Successor Cash Manager shall have been appointed by the Loan Note Issuer pursuant to Clause 27.3 (Loan Note Issuer to Act; Appointment of Successor), all authority and power of the Cash Manager under this Deed shall pass to and be vested in a Successor Cash Manager and, without limitation, the Loan Note Issuer is hereby appointed, authorised and empowered (upon the failure of the Cash Manager to cooperate in a timely manner) in order to secure the performance of the Cash Manager in so doing to execute and deliver, on behalf of the Cash Manager, as its attorney, all documents, records and other instruments upon the failure of the Cash Manager to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of such Cash Manager's rights and obligations. 27.2.2 The Cash Manager agrees to use all reasonable efforts and cooperate with the Loan Note Issuer and such Successor Cash Manager in effecting the termination of the responsibilities and rights of the Cash Manager to conduct cash management hereunder, including, without limitation, the transfer to such Successor Cash Manager of all authority of the Cash Manager to carry out cash management functions as provided for under this Deed and any Loan Note Supplement. 27.2.3 The Cash Manager shall promptly transfer to the Successor Cash Manager all records, correspondence and documents necessary for the Successor Cash Manager to carry out cash management services in relation to the Loan Note Issuer's Investor Interests in the manner and at such times as the Successor Cash Manager shall reasonably request. 27.2.4 To the extent that compliance with this Clause 27.2 shall require the Cash Manager to disclose to the Successor Cash Manager information of any kind which the Cash Manager reasonably deems to be confidential, the Successor Cash Manager shall be required to enter into such customary licensing and confidentiality agreements as the Cash Manager shall deem reasonably necessary to protect its interests and the Cash Manager shall not be obliged to disclose any such confidential information until such licensing and confidentiality agreements have been entered into. 27.2.5 The Cash Manager shall, on the date of any transfer of its cash management functions under this Deed, the relevant Loan Note Conditions and any relevant Loan Note Supplement, transfer all of its rights and obligations under the Transaction Documents and the Series Documents with respect to the Security Trustee or any Secured Creditors to the Successor Cash Manager.

Effect of Termination Notice. 27.2.1 (a) After receipt by the Trust Cash Manager or relevant Co-Trust Cash Manager of a Termination Notice pursuant to Clause 27.1 (Cash Manager Defaults)11.1, and on the date that a Successor Trust Cash Manager shall have been appointed by the Loan Note Issuer Receivables Trustee pursuant to Clause 27.3 (Loan Note Issuer to Act; Appointment of Successor)11.3, all authority and power of the Trust Cash Manager and any Co-Trust Cash Managers under this Deed shall pass to and be vested in a Successor Trust Cash Manager and, without limitation, the Loan Note Issuer Receivables Trustee is hereby appointed, authorised and empowered (upon the failure of the Trust Cash Manager or any Co-Trust Cash Manager to cooperate in a timely manner) in order to secure the performance of the Trust Cash Manager or relevant Co-Trust Cash Manager in so doing to execute and deliver, on behalf of the Trust Cash Manager or relevant Co-Trust Cash Manager, as its attorney, all documents, records and other instruments upon the failure of the Trust Cash Manager or relevant Co-Trust Cash Manager to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of such Trust Cash Manager or Co-Trust Cash Manager's rights and obligations.; 27.2.2 (b) The Trust Cash Manager and any Co-Trust Cash Manager agrees to use all reasonable efforts and cooperate with the Loan Note Issuer Receivables Trustee and such Successor Trust Cash Manager in effecting the termination of the responsibilities and rights of the Trust Cash Manager and any Co-Trust Cash Manager to conduct cash management hereunder, Trust Cash Management hereunder including, without limitation, the transfer to such Successor Trust Cash Manager of all authority of the Trust Cash Manager or Co-Trust Cash Manager to carry out cash management Trust Cash Management functions in relation to the Receivables as provided for under this Deed Deed. (c) The Trust Cash Manager and any Loan Note Supplement. 27.2.3 The Co-Trust Cash Manager shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Trust Cash Manager in such electronic form as the Successor Trust Cash Manager may reasonably request and shall promptly transfer to the Successor Trust Cash Manager all other records, correspondence and documents necessary for the Successor Trust Cash Manager to carry out cash management services Trust Cash Management in relation to the Loan Note Issuer's Investor Interests Receivables in the manner and at such times as the Successor Trust Cash Manager shall reasonably request. 27.2.4 (d) To the extent that compliance with this Clause 27.2 11.2 shall require the Trust Cash Manager or any Co-Trust Cash Manager to disclose to the Successor Trust Cash Manager information of any kind which the Trust Cash Manager or Co-Trust Cash Manager reasonably deems to be confidential, the Successor Trust Cash Manager shall be required to enter into such customary licensing and confidentiality agreements as the Trust Cash Manager or Co-Trust Cash Manager shall reasonably deem reasonably necessary to protect its interests and the interests. (e) The Trust Cash Manager shall not be obliged to disclose and any such confidential information until such licensing and confidentiality agreements have been entered into. 27.2.5 The Co-Trust Cash Manager shall, on the date of any transfer of its cash management Trust Cash Management functions under this Deed, the relevant Loan Note Conditions and any relevant Loan Note Supplement, transfer all of its rights and obligations under the Transaction Documents and the Series Documents any Enhancement with respect to the Security Trustee or any Secured Creditors Beneficiaries to the Successor Trust Cash Manager. (f) Upon the termination of the appointment of the Trust Cash Manager and any Co-Trust Cash Manager pursuant to this Clause 11.2, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Trust Cash Manager or Co-Trust Cash Manager (or coming into the possession of the Trust Cash Manager or Co-Trust Cash Manager at any time thereafter) shall be held on trust by the Trust Cash Manager or Co-Trust Cash Manager, as applicable, for and to the order of the Receivables Trustee.

Effect of Termination Notice. 27.2.1 (a) After receipt by the Trust Cash Manager or relevant Co-Trust Cash Manager of a Termination Notice pursuant to Clause 27.1 (Cash Manager Defaults)11.1, and on the date that a Successor Trust Cash Manager shall have been appointed by the Loan Note Issuer Receivables Trustee pursuant to Clause 27.3 (Loan Note Issuer to Act; Appointment of Successor)11.3, all authority and power of the Trust Cash Manager and any Co-Trust Cash Managers under this Deed shall pass to and be vested in a Successor Trust Cash Manager and, without limitation, the Loan Note Issuer Receivables Trustee is hereby appointed, authorised and empowered (upon the failure of the Trust Cash Manager or any Co-Trust Cash Manager to cooperate in a timely manner) in order to secure the performance of the Trust Cash Manager or relevant Co-Trust Cash Manager in so doing to execute and deliver, on behalf of the Trust Cash Manager or relevant Co- Trust Cash Manager, as its attorney, all documents, records and other instruments upon the failure of the Trust Cash Manager or relevant Co-Trust Cash Manager to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of such Trust Cash Manager or Co-Trust Cash Manager's rights and obligations.; 27.2.2 (b) The Trust Cash Manager and any Co-Trust Cash Manager agrees to use all reasonable efforts and cooperate with the Loan Note Issuer Receivables Trustee and such Successor Trust Cash Manager in effecting the termination of the responsibilities and rights of the Trust Cash Manager and any Co-Trust Cash Manager to conduct cash management hereunder, Trust Cash Management hereunder including, without limitation, the transfer to such Successor Trust Cash Manager of all authority of the Trust Cash Manager or Co-Trust Cash Manager to carry out cash management Trust Cash Management functions in relation to the Receivables as provided for under this Deed Deed. (c) The Trust Cash Manager and any Loan Note Supplement. 27.2.3 The Co-Trust Cash Manager shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Trust Cash Manager in such electronic form as the Successor Trust Cash Manager may reasonably request and shall promptly transfer to the Successor Trust Cash Manager all other records, correspondence and documents necessary for the Successor Trust Cash Manager to carry out cash management services Trust Cash Management in relation to the Loan Note Issuer's Investor Interests Receivables in the manner and at such times as the Successor Trust Cash Manager shall reasonably request. 27.2.4 (d) To the extent that compliance with this Clause 27.2 11.2 shall require the Trust Cash Manager or any Co-Trust Cash Manager to disclose to the Successor Trust Cash Manager information of any kind which the Trust Cash Manager or Co-Trust Cash Manager reasonably deems to be confidential, the Successor Trust Cash Manager shall be required to enter into such customary licensing and confidentiality agreements as the Trust Cash Manager or Co-Trust Cash Manager shall reasonably deem reasonably necessary to protect its interests and the interests. (e) The Trust Cash Manager shall not be obliged to disclose and any such confidential information until such licensing and confidentiality agreements have been entered into. 27.2.5 The Co-Trust Cash Manager shall, on the date of any transfer of its cash management Trust Cash Management functions under this Deed, the relevant Loan Note Conditions and any relevant Loan Note Supplement, transfer all of its rights and obligations under the Transaction Documents and the Series Documents any Enhancement with respect to the Security Trustee or any Secured Creditors Beneficiaries to the Successor Trust Cash Manager. (f) Upon the termination of the appointment of the Trust Cash Manager and any Co-Trust Cash Manager pursuant to this Clause 11.2, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Trust Cash Manager or Co- Trust Cash Manager (or coming into the possession of the Trust Cash Manager or Co-Trust Cash Manager at any time thereafter) shall be held on trust by the Trust Cash Manager or Co-Trust Cash Manager, as applicable, for and to the order of the Receivables Trustee.

Effect of Termination Notice. 27.2.1 (a) After receipt by the Trust Cash Manager or relevant Co-Trust Cash Manager of a Termination Notice pursuant to Clause 27.1 (Cash Manager Defaults)11.1, and on the date that a Successor Cash Manager shall have been appointed by the Loan Note Issuer Receivables Trustee pursuant to Clause 27.3 (Loan Note Issuer to Act; Appointment of Successor)11.3, all authority and power of the Trust Cash Manager and any Co-Trust Cash Managers under this Deed shall pass to and be vested in a Successor Cash Manager and, without limitation, the Loan Note Issuer Receivables Trustee is hereby appointed, authorised and empowered (upon the failure of the Trust Cash Manager or any Co-Trust Cash Manager to cooperate co-operate in a timely manner) in order to secure the performance of the Trust Cash Manager or relevant Co-Trust Cash Manager in so doing to execute and deliver, on behalf of the Trust Cash Manager or relevant Co-Trust Cash Manager, as its attorney, all documents, records and other instruments upon the failure of the Trust Cash Manager or relevant Co-Trust Cash Manager to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of such Trust Cash Manager or Co-Trust Cash Manager's rights and obligations. 27.2.2 (b) The Trust Cash Manager and any Co-Trust Cash Manager agrees to use all reasonable efforts and cooperate co-operate with the Loan Note Issuer Receivables Trustee and such Successor Cash Manager in effecting the termination of the responsibilities and rights of the Trust Cash Manager and any Co-Trust Cash Manager to conduct cash management hereunder, Cash Management hereunder including, without limitation, the transfer to such Successor Cash Manager of all authority of the Trust Cash Manager or Co-Trust Cash Manager to carry out cash management Cash Management functions in relation to the Receivables as provided for under this Deed Deed. (c) The Trust Cash Manager and any Loan Note Supplement. 27.2.3 The Co-Trust Cash Manager shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Cash Manager in such electronic form as the Successor Cash Manager may reasonably request and shall promptly transfer to the Successor Cash Manager all other records, correspondence and documents necessary for the Successor Cash Manager to carry out cash management services Cash Management in relation to the Loan Note Issuer's Investor Interests Receivables in the manner and at such times as the Successor Cash Manager shall reasonably request. 27.2.4 (d) To the extent that compliance with this Clause 27.2 11.2 shall require the Trust Cash Manager or any Co-Trust Cash Manager to disclose to the Successor Cash Manager information of any kind which the Trust Cash Manager or Co-Trust Cash Manager reasonably deems to be confidential, the Successor Cash Manager shall be required to enter into such customary licensing and confidentiality agreements as the Trust Cash Manager or Co-Trust Cash Manager shall reasonably deem reasonably necessary to protect its interests and the interests. (e) The Trust Cash Manager shall not be obliged to disclose and any such confidential information until such licensing and confidentiality agreements have been entered into. 27.2.5 The Co-Trust Cash Manager shall, on the date of any transfer of its cash management Cash Management functions under this Deed, the relevant Loan Note Conditions and any relevant Loan Note Supplement, transfer all of its rights and obligations under the Transaction Documents and the Series Documents any Enhancement with respect to the Security Trustee or any Secured Creditors Beneficiaries to the Successor Cash Manager. (f) Upon the termination of the appointment of the Trust Cash Manager and any Co-Trust Cash Manager pursuant to this Clause 11.2, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Trust Cash Manager or Co-Trust Cash Manager (or coming into the possession of the Trust Cash Manager or Co-Trust Cash Manager at any time thereafter) shall be held on trust by the Trust Cash Manager or Co-Trust Cash Manager, as applicable, for and to the order of the Receivables Trustee.

Effect of Termination Notice. 27.2.1 (a) After receipt by the Trust Cash Manager or relevant Co-Trust Cash Manager of a Termination Notice pursuant to Clause 27.1 (Cash Manager Defaults)11.1, and on the date that a Successor Cash Manager shall have been appointed by the Loan Note Issuer Receivables Trustee pursuant to Clause 27.3 (Loan Note Issuer to Act; Appointment of Successor)11.3, all authority and power of the Trust Cash Manager and any Co-Trust Cash Managers under this Deed shall pass to and be vested in a Successor Cash Manager and, without limitation, the Loan Note Issuer Receivables Trustee is hereby appointed, authorised and empowered (upon the failure of the Trust Cash Manager or any Co-Trust Cash Manager to cooperate co- operate in a timely manner) in order to secure the performance of the Trust Cash Manager or relevant Co-Trust Cash Manager in so doing to execute and deliver, on behalf of the Trust Cash Manager or relevant Co- Trust Cash Manager, as its attorney, all documents, records and other instruments upon the failure of the Trust Cash Manager or relevant Co- Trust Cash Manager to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of such Trust Cash Manager or Co-Trust Cash Manager's rights and obligations. 27.2.2 (b) The Trust Cash Manager and any Co-Trust Cash Manager agrees to use all reasonable efforts and cooperate co-operate with the Loan Note Issuer Receivables Trustee and such Successor Cash Manager in effecting the termination of the responsibilities and rights of the Trust Cash Manager and any Co-Trust Cash Manager to conduct cash management hereunder, Cash Management hereunder including, without limitation, the transfer to such Successor Cash Manager of all authority of the Trust Cash Manager or Co-Trust Cash Manager to carry out cash management Cash Management functions in relation to the Receivables as provided for under this Deed Deed. (c) The Trust Cash Manager and any Loan Note Supplement. 27.2.3 The Co-Trust Cash Manager shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Cash Manager in such electronic form as the Successor Cash Manager may reasonably request and shall promptly transfer to the Successor Cash Manager all other records, correspondence and documents necessary for the Successor Cash Manager to carry out cash management services Cash Management in relation to the Loan Note Issuer's Investor Interests Receivables in the manner and at such times as the Successor Cash Manager shall reasonably request. 27.2.4 (d) To the extent that compliance with this Clause 27.2 11.2 shall require the Trust Cash Manager or any Co-Trust Cash Manager to disclose to the Successor Cash Manager information of any kind which the Trust Cash Manager or Co-Trust Cash Manager reasonably deems to be confidential, the Successor Cash Manager shall be required to enter into such customary licensing and confidentiality agreements as the Trust Cash Manager or Co- Trust Cash Manager shall reasonably deem reasonably necessary to protect its interests and the interests. (e) The Trust Cash Manager shall not be obliged to disclose and any such confidential information until such licensing and confidentiality agreements have been entered into. 27.2.5 The Co-Trust Cash Manager shall, on the date of any transfer of its cash management Cash Management functions under this Deed, the relevant Loan Note Conditions and any relevant Loan Note Supplement, transfer all of its rights and obligations under the Transaction Documents and the Series Documents any Enhancement with respect to the Security Trustee or any Secured Creditors Beneficiaries to the Successor Cash Manager. (f) Upon the termination of the appointment of the Trust Cash Manager and any Co-Trust Cash Manager pursuant to this Clause 11.2, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Trust Cash Manager or Co- Trust Cash Manager (or coming into the possession of the Trust Cash Manager or Co-Trust Cash Manager at any time thereafter) shall be held on trust by the Trust Cash Manager or Co-Trust Cash Manager, as applicable, for and to the order of the Receivables Trustee.