Common use of ENFORCEMENT AND SUBORDINATION Clause in Contracts

ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Liquidity Facility Provider acknowledges to the Security Trustee that it is bound by the terms of the Funding 1 Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 except in accordance with the provisions of the Funding 1 Cash Management Agreement and the Funding 1 Deed of Charge unless and until all sums required by the Funding 1 Cash Management Agreement or the Funding 1 Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Liquidity Facility Provider further agrees that only the Security Trustee may enforce the security created in favour of, inter alios, the Funding 1 Liquidity Facility Provider and the Security Trustee by the Funding 1 Deed of Charge and that the Funding 1 Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 save as provided for in accordance with the terms of the Funding 1 Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1; or (iii) procuring the winding-up, administration or liquidation of Funding 1 in respect of any of its liabilities whatsoever, unless the Security Trustee, having become bound to serve an Intercompany Loan Acceleration Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of Funding 1) provided that the Funding 1 Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES 5 to 9 of the Funding 1 Deed of Charge. (c) Subject to PARAGRAPH (B) above, the Funding 1 Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 to recover any amounts payable by Funding 1 to the Funding 1 Liquidity Facility Provider under this Agreement except to the extent expressly permitted by the provisions of the Funding 1 Deed of Charge unless and until (then only to the extent that) Funding 1 has assets sufficient to meet such claim in full having taken into account all other liabilities (actual, contingent or prospective) of Funding 1 which under the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Funding 1 Liquidity Facility Provider under this Agreement, provided however that nothing in this PARAGRAPH (C) shall prevent the Funding 1 Liquidity Facility Provider from proving for the full amount owed to it by Funding 1 under this Agreement in the liquidation of Funding 1. (d) Without prejudice to the other provisions of this CLAUSE 18, the Funding 1 Liquidity Facility Provider covenants with the Security Trustee that if, whether in the liquidation of Funding 1 or otherwise (and notwithstanding the provisions of this CLAUSE 18), any payment (whether of principal, interest or otherwise) is received by it in respect of a Funding 1 Liquidity Facility Loan or a Funding 1 Liquidity Facility Stand-by Loan other than in accordance with CLAUSES 4 and 6 of the Funding 1 Cash Management Agreement and CLAUSES 7 and 8 of the Funding 1 Deed of Charge, the amount so paid shall be received and held by the Funding 1 Liquidity Facility Provider upon trust for the Security Trustee and shall be paid over to the Security Trustee forthwith upon receipt provided however that this PARAGRAPH (D) 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.

ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Liquidity Facility Provider acknowledges to the Security Trustee that it is bound by the terms of the Funding 1 Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 except in accordance with the provisions of the Funding 1 Cash Management Agreement and the Funding 1 Deed of Charge unless and until all sums required by the Funding 1 Cash Management Agreement or the Funding 1 Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Liquidity Facility Provider further agrees that only the Security Trustee may enforce the security created in favour of, inter aliosalia, the Funding 1 Liquidity Facility Provider and the Security Trustee by the Funding 1 Deed of Charge and that the Funding 1 Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 save as provided for in accordance with the terms of the Funding 1 Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1; or (iii) procuring the winding-up, administration or liquidation of Funding 1 in respect of any of its liabilities whatsoever, unless the Security Trustee, having become bound to serve an Intercompany Loan Acceleration Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of Funding 1) provided that the Funding 1 Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES Clauses 5 to 9 of the Funding 1 Deed of Charge. (c) Subject to PARAGRAPH paragraph (Bb) above, the Funding 1 Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 to recover any amounts payable by Funding 1 to the Funding 1 Liquidity Facility Provider under this Agreement except to the extent expressly permitted by the provisions of the Funding 1 Deed of Charge unless and until (then only to the extent that) Funding 1 has assets sufficient to meet such claim in full having taken into account all other liabilities (actual, contingent or prospective) of Funding 1 which under the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Funding 1 Liquidity Facility Provider under this Agreement, provided however that nothing in this PARAGRAPH paragraph (Cc) shall prevent the Funding 1 Liquidity Facility Provider from proving for the full amount owed to it by Funding 1 under this Agreement in the liquidation of Funding 1. (d) Without prejudice to the other provisions of this CLAUSE Clause 18, the Funding 1 Liquidity Facility Provider covenants with the Security Trustee that if, whether in the liquidation of Funding 1 or otherwise (and notwithstanding the provisions of this CLAUSE Clause 18), any payment (whether of principal, interest or otherwise) is received by it in respect of a Funding 1 Liquidity Facility Loan or a Funding 1 Liquidity Facility Stand-by Loan other than in accordance with CLAUSES Clauses 4 and 6 of the Funding 1 Cash Management Agreement and CLAUSES Clauses 7 and 8 of the Funding 1 Deed of Charge, the amount so paid shall be received and held by the Funding 1 Liquidity Facility Provider upon trust for the Security Trustee and shall be paid over to the Security Trustee forthwith upon receipt provided however that this PARAGRAPH paragraph (Dd) 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.

ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Liquidity Facility Provider acknowledges to the Security Trustee that it is bound by the terms of the Funding 1 Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 except in accordance with the provisions of the Funding 1 Cash Management Agreement and the Funding 1 Deed of Charge unless and until all sums required by the Funding 1 Cash Management Agreement or the Funding 1 Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Liquidity Facility Provider further agrees that only the Security Trustee may enforce the security created in favour of, inter aliosalia, the Funding 1 Liquidity Facility Provider and the Security Trustee by the Funding 1 Deed of Charge and that the Funding 1 Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 save as provided for in accordance with the terms of the Funding 1 Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1; or (iii) procuring the winding-up, administration or liquidation of Funding 1 in respect of any of its liabilities whatsoever, unless the Security Trustee, having become bound to serve an Intercompany Loan Acceleration Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of Funding 1) provided that the Funding 1 Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES 5 to 9 of the Funding 1 Deed of Charge. (c) Subject to PARAGRAPH (B) above, the Funding 1 Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 to recover any amounts payable by Funding 1 to the Funding 1 Liquidity Facility Provider under this Agreement except to the extent expressly permitted by the provisions of the Funding 1 Deed of Charge unless and until (then only to the extent that) Funding 1 has assets sufficient to meet such claim in full having taken into account all other liabilities (actual, contingent or prospective) of Funding 1 which under the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Funding 1 Liquidity Facility Provider under this Agreement, provided however that nothing in this PARAGRAPH (C) shall prevent the Funding 1 Liquidity Facility Provider from proving for the full amount owed to it by Funding 1 under this Agreement in the liquidation of Funding 1. (d) Without prejudice to the other provisions of this CLAUSE 18, the Funding 1 Liquidity Facility Provider covenants with the Security Trustee that if, whether in the liquidation of Funding 1 or otherwise (and notwithstanding the provisions of this CLAUSE 18), any payment (whether of principal, interest or otherwise) is received by it in respect of a Funding 1 Liquidity Facility Loan or a Funding 1 Liquidity Facility Stand-by Loan other than in accordance with CLAUSES 4 and 6 of the Funding 1 Cash Management Agreement and CLAUSES 7 and 8 of the Funding 1 Deed of Charge, the amount so paid shall be received and held by the Funding 1 Liquidity Facility Provider upon trust for the Security Trustee and shall be paid over to the Security Trustee forthwith upon receipt provided however that this PARAGRAPH (D) 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.

ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Liquidity Facility Provider acknowledges to the Security Trustee that it is bound by the terms of the Funding 1 Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 except in accordance with the provisions of the Funding 1 Cash Management Agreement and the Funding 1 Deed of Charge unless and until all sums required by the Funding 1 Cash Management Agreement or the Funding 1 Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Liquidity Facility Provider further agrees that only the Security Trustee may enforce the security created in favour of, inter alios, the Funding 1 Liquidity Facility Provider and the Security Trustee by the Funding 1 Deed of Charge and that the Funding 1 Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 save as provided for in accordance with the terms of the Funding 1 Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1; or (iii) procuring the winding-up, administration or liquidation of Funding 1 in respect of any of its liabilities whatsoever, unless the Security Trustee, having become bound to serve an Intercompany Loan Acceleration Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of Funding 1) provided that the Funding 1 Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES 5 to 9 of the Funding 1 Deed of Charge. (c) Subject to PARAGRAPH (Bb) above, the Funding 1 Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 to recover any amounts payable by Funding 1 to the Funding 1 Liquidity Facility Provider under this Agreement except to the extent expressly permitted by the provisions of the Funding 1 Deed of Charge unless and until (then only to the extent that) Funding 1 has assets sufficient to meet such claim in full having taken into account all other liabilities (actual, contingent or prospective) of Funding 1 which under the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Funding 1 Liquidity Facility Provider under this Agreement, provided however that nothing in this PARAGRAPH (Cc) shall prevent the Funding 1 Liquidity Facility Provider from proving for the full amount owed to it by Funding 1 under this Agreement in the liquidation of Funding 1. (d) Without prejudice to the other provisions of this CLAUSE 18, the Funding 1 Liquidity Facility Provider covenants with the Security Trustee that if, whether in the liquidation of Funding 1 or otherwise (and notwithstanding the provisions of this CLAUSE 18), any payment (whether of principal, interest or otherwise) is received by it in respect of a Funding 1 Liquidity Facility Loan or a Funding 1 Liquidity Facility Stand-by Loan other than in accordance with CLAUSES 4 and 6 of the Funding 1 Cash Management Agreement and CLAUSES 7 and 8 of the Funding 1 Deed of Charge, the amount so paid shall be received and held by the Funding 1 Liquidity Facility Provider upon trust for the Security Trustee and shall be paid over to the Security Trustee forthwith upon receipt provided however that this PARAGRAPH (Dd) 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.

ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Sixth Issuer Liquidity Facility Provider acknowledges to the Sixth Issuer Security Trustee that it is bound by the terms of the Funding 1 Sixth Issuer Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Sixth Issuer Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 the Sixth Issuer except in accordance with the provisions of the Funding 1 Sixth Issuer Cash Management Agreement and the Funding 1 Sixth Issuer Deed of Charge unless and until all sums required by the Funding 1 Sixth Issuer Cash Management Agreement or the Funding 1 Sixth Issuer Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Sixth Issuer Liquidity Facility Provider further agrees that only the Sixth Issuer Security Trustee may enforce the security created in favour of, inter aliosalia, the Funding 1 Sixth Issuer Liquidity Facility Provider and the Sixth Issuer Security Trustee by the Funding 1 Sixth Issuer Deed of Charge and that the Funding 1 Sixth Issuer Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 the Sixth Issuer save as provided for in accordance with the terms of the Funding 1 Sixth Issuer Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1the Sixth Issuer; or (iii) procuring the winding-up, administration or liquidation of Funding 1 the Sixth Issuer in respect of any of its liabilities whatsoever, unless the Sixth Issuer Security Trustee, having become bound to serve an Intercompany Loan Acceleration a Sixth Issuer Note Enforcement Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Sixth Issuer Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings the presentation of a petition for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of Funding 1of, the Sixth Issuer) provided that the Funding 1 Sixth Issuer Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES 5 to 9 of the Funding 1 Sixth Issuer Deed of Charge. (c) Subject to PARAGRAPH (B) above, the Funding 1 Sixth Issuer Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 the Sixth Issuer to recover any amounts payable by Funding 1 the Sixth Issuer to the Funding 1 Sixth Issuer Liquidity Facility Provider under this Agreement except to the extent expressly permitted by the provisions of the Funding 1 Sixth Issuer Deed of Charge unless and until (then only to the extent that) Funding 1 the Sixth Issuer has assets sufficient to meet such claim in full having taken into account all other liabilities (actual, contingent or prospective) of Funding 1 the Sixth Issuer which under the Funding 1 Sixth Issuer Deed of Charge rank pari passu with or in priority to its liabilities to the Funding 1 Sixth Issuer Liquidity Facility Provider under this Agreement, provided however that nothing in this PARAGRAPH (C) shall prevent the Funding 1 Sixth Issuer Liquidity Facility Provider from proving for the full amount owed to it by Funding 1 the Sixth Issuer under this Agreement in the liquidation of Funding 1the Sixth Issuer. (d) Without prejudice to the other provisions of this CLAUSE 18, the Funding 1 Sixth Issuer Liquidity Facility Provider covenants with the Sixth Issuer Security Trustee that if, whether in the liquidation of Funding 1 the Sixth Issuer or otherwise (and notwithstanding the provisions of this CLAUSE 18), any payment (whether of principal, interest or otherwise) is received by it in respect of a Funding 1 Sixth Issuer Liquidity Facility Loan or a Funding 1 Liquidity Facility Stand-by Loan other than in accordance with CLAUSES 4 3 and 6 of the Funding 1 Sixth Issuer Cash Management Agreement and CLAUSES 7 and 8 of the Funding 1 Sixth Issuer Deed of Charge, Charge the amount so paid shall be received and held by the Funding 1 Sixth Issuer Liquidity Facility Provider upon trust for the Sixth Issuer Security Trustee and shall be paid over to the Sixth Issuer Security Trustee forthwith upon receipt provided however that this PARAGRAPH (D) 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.

ENFORCEMENT AND SUBORDINATION. (a) The Funding 1 Liquidity Facility Provider acknowledges to the Security Trustee that it is bound by the terms of the Funding 1 Deed of Charge and, in particular, confirms that no sum, whether in respect of principal or interest or otherwise relating to any Funding 1 Liquidity Facility Loan or any Funding 1 Liquidity Facility Stand-by Loan, shall be paid by Funding 1 except in accordance with the provisions of the Funding 1 Cash Management Agreement and the Funding 1 Deed of Charge unless and until all sums required by the Funding 1 Cash Management Agreement or the Funding 1 Deed of Charge, as the case may be, to be paid or provided for in priority thereto have been paid or discharged in full. (b) The Funding 1 Liquidity Facility Provider further agrees that only the Security Trustee may enforce the security created in favour of, inter aliosalia, the Funding 1 Liquidity Facility Provider and the Security Trustee by the Funding 1 Deed of Charge and that the Funding 1 Liquidity Facility Provider shall not take any steps for the purpose of: (i) recovering any debts whatsoever owing to it by Funding 1 save as provided for in accordance with the terms of the Funding 1 Deed of Charge (including, without limitation, by exercising any right of set-off); or (ii) enforcing any rights arising out of this Agreement against Funding 1; or (iii) procuring the winding-up, administration or liquidation of Funding 1 in respect of any of its liabilities whatsoever, unless the Security Trustee, having become bound to serve an Intercompany Loan Acceleration Notice, fails to do so within 30 days of becoming so bound and that failure is continuing (in which case the Funding 1 Liquidity Facility Provider shall be entitled to take any such steps and proceedings as it shall deem necessary other than (i) any legal proceedings the presentation of a petition for the winding-up of, or for an administration order or (ii) filing documents with the court for the appointment of an administrator or (iii) serving a notice of intention to appoint an administrator, in respect of of, Funding 1) provided that the Funding 1 Liquidity Facility Provider shall not be entitled to take any steps or proceedings pursuant to this Agreement which would contravene CLAUSES 5 to 9 of the Funding 1 Deed of Charge. (c) Subject to PARAGRAPH (Bb) above, the Funding 1 Liquidity Facility Provider agrees to defer taking any action or proceedings against Funding 1 to recover any amounts payable by Funding 1 to the Funding 1 Liquidity Facility Provider under this Agreement except to the extent expressly permitted by the provisions of the Funding 1 Deed of Charge unless and until (then only to the extent that) Funding 1 has assets sufficient to meet such claim in full having taken into account all other liabilities (actual, contingent or prospective) of Funding 1 which under the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Funding 1 Liquidity Facility Provider under this Agreement, provided however that nothing in this PARAGRAPH (Cc) shall prevent the Funding 1 Liquidity Facility Provider from proving for the full amount owed to it by Funding 1 under this Agreement in the liquidation of Funding 1. (d) Without prejudice to the other provisions of this CLAUSE 18, the Funding 1 Liquidity Facility Provider covenants with the Security Trustee that if, whether in the liquidation of Funding 1 or otherwise (and notwithstanding the provisions of this CLAUSE 18), any payment (whether of principal, interest or otherwise) is received by it in respect of a Funding 1 Liquidity Facility Loan or a Funding 1 Liquidity Facility Stand-by Loan other than in accordance with CLAUSES 4 and 6 of the Funding 1 Cash Management Agreement and CLAUSES 7 and 8 of the Funding 1 Deed of Charge, the amount so paid shall be received and held by the Funding 1 Liquidity Facility Provider upon trust for the Security Trustee and shall be paid over to the Security Trustee forthwith upon receipt provided however that this PARAGRAPH (Dd) 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.