Common use of ENFORCEMENT AND SUBORDINATION Clause in Contracts

ENFORCEMENT AND SUBORDINATION. 9.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall be due and payable by the Issuer except in accordance with the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. 9.2 The Lender shall not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000.

ENFORCEMENT AND SUBORDINATION. 9.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall be due and payable by the Issuer except in accordance with the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. 9.2 The Lender shall not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000Act 1986.

ENFORCEMENT AND SUBORDINATION. 9.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall be due and payable by the Issuer except in accordance with the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. 9.2 The Lender shall not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx Axx 0000.

ENFORCEMENT AND SUBORDINATION. 9.1 8.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Arran Funding Note Trust Deed (relating to priority and each of payments) the Arran Funding Note Trust Deed Supplements and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall will be due and payable by the Issuer except in accordance with the Deed priority of Charge and payments provided for in the Ninth Schedule to the Arran Funding Note Trust Deed and each of the Arran Funding Note Trust Deed Supplements, as applicable, unless and until all sums thereby required to be paid or provided for in priority thereto in relation to such series have been paid or will be discharged in full. 9.2 8.2 The Lender shall will not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with pursuant to this Expenses Loan Agreement or enforcing any rights arising out of this Expenses Loan Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 8.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender it will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Expenses Loan Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Expenses Loan Agreement and so that the Issuer shall will not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause or be likely to cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000as they fall due.

ENFORCEMENT AND SUBORDINATION. 9.1 The 7.1 Each Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed of Charge and, in particular, no sum (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, Loan (or the part thereof advanced by such Lender)) shall be due and payable by the Issuer except in accordance with the provisions of clauses 6 (Payments out of the Transaction Account prior to Enforcement), 7 (Protection Notice) and 8 (Upon Enforcement) of the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged provided for in full. 9.2 The . Each Lender further agrees that only the Trustee may enforce the security created in favour of the Trustee by or pursuant to the Deed of Charge in accordance with the provisions thereof and such Lender shall not take any steps for the purpose of receiving recovering any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoeverwhatsoever except to the extent expressly permitted by the provisions of the Deed of Charge. 9.3 The 7.2 Each Lender agrees that, notwithstanding any other provision herein contained: 7.2.1 payments of principal and interest under this Agreement are and shall at all times be conditional upon the Issuer being solvent at the time for payment by the Issuer and, for the purposes of this Clause 7, the Issuer shall be "solvent" at a particular time if (i) it is able to pay its debts as they fall due and (ii) the value of its assets is not less than the amount of its liabilities taking into account its contingent and prospective liabilities; 7.2.2 no principal or interest shall be or become due or payable hereunder except to the extent that the Issuer could make the relevant payment and still be solvent immediately thereafter; and 7.2.3 its rights against the Issuer under this Agreement are limited to the extent that the such Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the such Lender under this Agreement, Agreement except to the extent expressly permitted by the provisions of the Deed of Charge and save to the extent that the Issuer has assets sufficient assets to meet the Lender's any claim by such Lender hereunder in full full, having taken into account all other liabilities both actual and contingent of the Issuer which rank pari passu with or in priority to its liabilities to the such Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000Agreement.

ENFORCEMENT AND SUBORDINATION. 9.1 8.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Note Trust Deed (relating to priority and each of payments) the Note Trust Deed Supplements and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall will be due and payable by the Issuer except in accordance with the Deed priority of Charge and payments provided for in the Ninth Schedule to the Note Trust Deed and each of the Note Trust Deed Supplements, as applicable, unless and until all sums thereby required to be paid or provided for in priority thereto in relation to such Series have been paid or will be discharged in full. 9.2 8.2 The Lender shall will not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with pursuant to this Expenses Loan Agreement or enforcing any rights arising out of this Expenses Loan Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 8.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender it will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Expenses Loan Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Expenses Loan Agreement and so that the Issuer shall will not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause or be likely to cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000as they fall due.

ENFORCEMENT AND SUBORDINATION. 9.1 8.1 The Lender agrees with the Note Security Trustee and the Loan Note Issuer to be bound by the terms of the Ninth Schedule to the Security Trust Deed (relating to priority and each of payments) and the Loan Note Supplements and, in particular particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to the Loan Note Issuer Expenses Loan, shall will be due and payable by the Loan Note Issuer except in accordance with the Deed priority of Charge and payments provided for in the Ninth Schedule to the Security Trust Deed and each of the Loan Note Supplements, as applicable, unless and until all sums thereby required to be paid or provided for in priority thereto in relation to the relevant series have been paid or will be discharged in full. 9.2 8.2 The Lender shall will not take any steps for the purpose of receiving any debts whatsoever owing to it by the Loan Note Issuer in connection with pursuant to this Agreement or enforcing any rights arising out of this Agreement against the Loan Note Issuer or procuring the winding-up, administration or liquidation of the Loan Note Issuer in respect of any of its liabilities whatsoever. 9.3 8.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender it will not take any action or proceedings against the Loan Note Issuer to recover any amounts due and payable by the Loan Note Issuer to the Lender under this Agreement, except to the extent that the Loan Note Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Loan Note Issuer which rank in priority to its liabilities to the Lender under this Agreement and so that the Loan Note Issuer shall will not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause or be likely to cause the Loan Note Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000as they fall due.

ENFORCEMENT AND SUBORDINATION. 9.1 The 7.1 Each Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed of Charge and, in particular, no sum (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, Loan (or the part thereof advanced by such Lender)) shall be due and payable by the Issuer except in accordance with the provisions of clauses 6 (Payments out of the Transaction Account prior to Enforcement), 7 (Protection Notice) and 8 (Upon Enforcement) of the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged provided for in full. 9.2 The . Each Lender further agrees that only the Trustee may enforce the security created in favour of the Trustee by or pursuant to the Deed of Charge in accordance with the provisions thereof and such Lender shall not take any steps for the purpose of receiving recovering any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoeverwhatsoever except to the extent expressly permitted by the provisions of the Deed of Charge. 9.3 The 7.2 Each Lender agrees that, notwithstanding any other provision herein contained: 7.2.1 payments of principal and interest under this Agreement are and shall at all times be conditional upon the Issuer being solvent at the time for payment by the Issuer and, for the purposes of this Clause 7, the Issuer shall be "solvent" at a particular time if (i) it is able to pay its debts as they fall due and (ii) the value of its assets is not less than the amount of its liabilities taking into account its contingent and prospective liabilities; 7.2.2 no principal or interest shall be or become due or payable hereunder except to the extent that the Issuer could make the relevant payment and still be solvent immediately thereafter; and 7.2.3 its rights against the Issuer under this Agreement are limited to the extent that the such Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the such Lender under this Agreement, Agreement except to the extent expressly permitted by the provisions of the Deed of Charge and save to the extent that the Issuer has assets sufficient assets to meet the Lender's any claim by such Lender hereunder in full full, having taken into account all other liabilities both actual and contingent of the Issuer which rank pari passu with or in priority to its liabilities to the such Lender under this Agreement and so that Agreement. 7.3 Without prejudice to the foregoing provisions of this Clause 7, each Lender hereby agrees with the Issuer shall not be obliged to make and the Trustee that if, whether in the liquidation of the Issuer or otherwise (and notwithstanding the provisions of this Clause 7.3), any payment is received by it in respect of the Loan (or the part thereof advanced by such Lender) or any interest thereon other than in accordance with clauses 6 (Payments out of the Transaction Account prior to Enforcement), 7 (Protection Notice) and 8 (Upon Enforcement) of the Deed of Charge, the amount so paid shall be received and held by such Lender upon trust for the Trustee and shall be paid over to the Lender hereunder if and Trustee forthwith upon receipt provided, however, that this Clause 7.3 shall have effect only to the extent that it does not constitute or create and is not deemed to constitute or create any mortgage, charge or other security interest of any kind. 7.4 Each Lender hereby undertakes with the making Trustee that it will not set-off or claim to set-off the Loan or any interest thereon or any part of either thereof against any liability owed by it to the Issuer save in accordance with any express provisions of the Deed of Charge entitling it to do so. 7.5 Notwithstanding any other provision of this Agreement, each Lender hereby acknowledges and agrees that if the security for the Notes is enforced and the proceeds of such enforcement are insufficient, after payment would cause of all other claims ranking in priority (pursuant to clause 8.2 of the Deed of Charge) to amounts outstanding under this Agreement, to pay in full all amounts due to such Lender under the terms of this Agreement, then such Lender hereby acknowledges and agrees that it shall have no further claim against the Issuer to be or become unable to pay its debts within the meaning in respect of Section 123 of the Insolvency Xxx 0000any such unpaid amounts.

ENFORCEMENT AND SUBORDINATION. 9.1 The Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Eleventh Schedule to the Trust Deed (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, shall be due and payable by the Issuer except in accordance with the Deed of Charge and the Ninth Eleventh Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged in full. 9.2 The Lender shall not take any steps for the purpose of receiving any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoever. 9.3 The Lender agrees that its rights against the Issuer under this Agreement are limited to the extent that the Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the Lender under this Agreement, except to the extent that the Issuer has sufficient assets to meet the Lender's claim in full having taken into account all other liabilities both actual and contingent of the Issuer which rank in priority to its liabilities to the Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000Act 1986.

ENFORCEMENT AND SUBORDINATION. 9.1 The 7.1 Each Lender agrees with the Note Trustee and the Issuer to be bound by the terms of the Ninth Schedule to the Trust Deed of Charge and, in particular, no sum (relating to priority of payments) and in particular confirms that no sum, whether in respect of principal or interest or otherwise relating to the Expenses Loan, Loan (or the part thereof advanced by such Lender)) shall be due and payable by the Issuer except in accordance with the provisions of Clauses 6, 7 and 8 of the Deed of Charge and the Ninth Schedule to the Trust Deed unless and until all sums thereby required to be paid or provided for in priority thereto have been paid or will be discharged provided for in full. 9.2 The . Each Lender further agrees that only the Trustee may enforce the security created in favour of the Trustee by or pursuant to the Deed of Charge in accordance with the provisions thereof and such Lender shall not take any steps for the purpose of receiving recovering any debts whatsoever owing to it by the Issuer in connection with this Agreement or enforcing any rights arising out of this Agreement against the Issuer or procuring the winding-up, administration or liquidation of the Issuer in respect of any of its liabilities whatsoeverwhatsoever except to the extent expressly permitted by the provisions of the Deed of Charge. 9.3 The 7.2 Each Lender agrees that, notwithstanding any other provision herein contained:- 7.2.1 payments of principal and interest under this Agreement are and shall at all times be conditional upon the Issuer being solvent at the time for payment by the Issuer and for the purposes of this Clause 7, the Issuer shall be "solvent" at a particular time if (i) it is able to pay its debts as they fall due and (ii) the value of its assets is not less than the amount of its liabilities taking into account its contingent and prospective liabilities; 7.2.2 no principal or interest shall be or become due or payable hereunder except to the extent that the Issuer could make the relevant payment and still be solvent immediately thereafter; and 7.2.3 its rights against the Issuer under this Agreement are limited to the extent that the such Lender will not take any action or proceedings against the Issuer to recover any amounts due and payable by the Issuer to the such Lender under this Agreement, Agreement except to the extent expressly permitted by the provisions of the Deed of Charge and save to the extent that the Issuer has assets sufficient assets to meet the Lender's any claim by such Lender hereunder in full full, having taken into account all other liabilities both actual and contingent of the Issuer which rank pari passu with or in priority to its liabilities to the such Lender under this Agreement and so that the Issuer shall not be obliged to make any payment to the Lender hereunder if and to the extent that the making of such payment would cause the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000Agreement.