Common use of INDEMNITY AND GUARANTOR ACCELERATION NOTICE Clause in Contracts

INDEMNITY AND GUARANTOR ACCELERATION NOTICE. 5.1 Standby Account Bank to Comply with Cash Manager’s Instructions Unless otherwise directed in writing by the Bond Trustee pursuant to Section 5.3, in making any transfer or payment from any Guarantor Account in accordance with this Agreement, the Standby Account Bank shall be entitled to act, without further inquiry, as directed by the Cash Manager pursuant to Section 2.1 and to rely as to the amount of any such transfer or payment on the Cash Manager’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions. 5.2 Guarantor’s Indemnity Subject to the prior ranking obligations set out in the relevant Priorities of Payments, the Standby Account Bank and the Standby GDA Provider shall each be indemnified to the extent of funds then standing to the credit of the Guarantor Accounts against any loss, cost, damage, charge or expense incurred by the Standby Account Bank or the Standby GDA Provider in complying with any instruction delivered pursuant to and in accordance with this Agreement or the Standby Guaranteed Deposit Account Contract, respectively, save that this indemnity shall not extend to (i) the charges of the Standby Account Bank or the Standby GDA Provider for the operation of such accounts other than as provided in Section 2.3 of this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any material breach by the Standby Account Bank of its obligations under this Agreement or any material breach by the Standby GDA Provider of its obligations under the Standby Guaranteed Deposit Account Contract, and if necessary, as determined by a court of competent jurisdiction in a final non-appealable decision. For greater certainty payments to the Standby Account Bank and the Standby GDA Provider rank pro rata and pari passu with each other and with payments to the asset monitor, among others in the relevant Priorities of Payments. The Guarantor shall not amend the Priorities of Payments if such amendment negatively affects any payments (including the priority thereof) to the Standby Account Bank or the Standby GDA Provider without the consent of the Standby Account Bank or the Standby GDA Provider, as the case may be. 5.3 Consequences of a Guarantor Acceleration Notice The Standby Account Bank acknowledges that, if it receives notice in writing from the Bond Trustee to the effect that the Bond Trustee has served a Guarantor Acceleration Notice on the Guarantor all right, authority and power of the Cash Manager in respect of each of the Guarantor Accounts shall be terminated and be of no further effect and the Standby Account Bank agrees that it shall, upon receipt of such notice from the Bond Trustee, comply with the directions of the Bond Trustee in relation to the operation of each of the Guarantor Accounts. Following receipt of such notice, the Standby Account Bank shall be entitled to act, without further inquiry, on any direction received by the Bond Trustee pursuant to this Section 5.3 and to rely as to the amount of any such transfer or payment on the Bond Trustee’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions.

INDEMNITY AND GUARANTOR ACCELERATION NOTICE. ‌ 5.1 Standby Account Bank to Comply with Cash Manager’s Instructions Instructions‌ Unless otherwise directed in writing by the Bond Trustee pursuant to Section 5.3, in making any transfer or payment from any Guarantor Account in accordance with this Agreement, the Standby Account Bank shall be entitled to act, without further inquiry, as directed by the Cash Manager pursuant to Section 2.1 and to rely as to the amount of any such transfer or payment on the Cash Manager’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions. 5.2 Guarantor’s Indemnity Indemnity‌ Subject to the prior ranking obligations set out in the relevant Priorities of Payments, the Standby Account Bank and the Standby GDA Provider shall each be indemnified to the extent of funds then standing to the credit of the Guarantor Accounts against any loss, cost, damage, charge or expense incurred by the Standby Account Bank or the Standby GDA Provider in complying with any instruction delivered pursuant to and in accordance with this Agreement or the Standby Guaranteed Deposit Account Contract, respectively, save that this indemnity shall not extend to (i) the charges of the Standby Account Bank or the Standby GDA Provider for the operation of such accounts other than as provided in Section 2.3 of this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any material breach by the Standby Account Bank of its obligations under this Agreement or any material breach by the Standby GDA Provider of its obligations under the Standby Guaranteed Deposit Account Contract, and if necessary, as determined by a court of competent jurisdiction in a final non-appealable decision. For greater certainty payments to the Standby Account Bank and the Standby GDA Provider rank pro rata and pari passu with each other and with payments to the asset monitor, among others in the relevant Priorities of Payments. The Guarantor shall not amend the Priorities of Payments if such amendment negatively affects any payments (including the priority thereof) to the Standby Account Bank or the Standby GDA Provider without the consent of the Standby Account Bank or the Standby GDA Provider, as the case may be. 5.3 Consequences of a Guarantor Acceleration Notice Notice‌ The Standby Account Bank acknowledges that, if it receives notice in writing from the Bond Trustee to the effect that the Bond Trustee has served a Guarantor Acceleration Notice on the Guarantor all right, authority and power of the Cash Manager in respect of each of the Guarantor Accounts shall be terminated and be of no further effect and the Standby Account Bank agrees that it shall, upon receipt of such notice from the Bond Trustee, comply with the directions of the Bond Trustee in relation to the operation of each of the Guarantor Accounts. Following receipt of such notice, the Standby Account Bank shall be entitled to act, without further inquiry, on any direction received by the Bond Trustee pursuant to this Section 5.3 and to rely as to the amount of any such transfer or payment on the Bond Trustee’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions.

INDEMNITY AND GUARANTOR ACCELERATION NOTICE. ‌ 5.1 Standby Account Bank to Comply with Cash Manager’s Instructions Unless otherwise directed in writing by the Bond Trustee pursuant to Section 5.3, in making any transfer or payment from any Guarantor Account in accordance with this Agreement, the Standby Account Bank shall be entitled to act, without further inquiry, as directed by the Cash Manager pursuant to Section 2.1 and to rely as to the amount of any such transfer or payment on the Cash Manager’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions. 5.2 Guarantor’s Indemnity Subject to the prior ranking obligations set out in the relevant Priorities of Payments, the Standby Account Bank and the Standby GDA Provider shall each be indemnified to the extent of funds then standing to the credit of the Guarantor Accounts maintained with the Account Bank against any loss, cost, damage, charge or expense incurred by the Standby Account Bank or the Standby GDA Provider in complying with any instruction delivered pursuant to and in accordance with this Agreement or the Standby Guaranteed Deposit Account Contract, respectivelyAgreement, save that this indemnity shall not extend to (i) the charges of the Standby Account Bank or the Standby GDA Provider (if any) for the operation of such accounts other than as provided in Section 2.3 of this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any material breach by the Standby Account Bank of its obligations under this Agreement or any material breach by the Standby GDA Provider of its obligations under the Standby Guaranteed Deposit Account Contract, and if necessary, as determined by a court of competent jurisdiction in a final non-appealable decision. For greater certainty payments to the Standby Account Bank and the Standby GDA Provider rank pro rata and pari passu with each other and with payments to the asset monitor, among others in the relevant Priorities of Payments. The Guarantor shall not amend the Priorities of Payments if such amendment negatively affects any payments (including the priority thereof) to the Standby Account Bank or the Standby GDA Provider without the consent of the Standby Account Bank or the Standby GDA Provider, as the case may beAgreement. 5.3 Consequences of a Guarantor Acceleration Notice Notice‌ The Standby Account Bank acknowledges that, if it receives notice in writing from the Bond Trustee to the effect that the Bond Trustee has served a Guarantor Acceleration Notice on the Guarantor Guarantor, all right, authority and power of the Cash Manager in respect of each of the Guarantor Accounts shall be terminated and be of no further effect and the Standby Account Bank agrees that it shall, upon receipt of such notice from the Bond Trustee, comply with the directions of the Bond Trustee in relation to the operation of each of the Guarantor Accounts. Following receipt of such notice, the Standby Account Bank shall be entitled to act, without further inquiry, on any direction received by the Bond Trustee pursuant to this Section 5.3 and to rely as to the amount of any such transfer or payment on the Bond Trustee’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions.

INDEMNITY AND GUARANTOR ACCELERATION NOTICE. 5.1 Standby Stand-By Account Bank to Comply with Cash Manager’s Instructions Unless otherwise directed in writing by the Bond Trustee pursuant to Section 5.3, in making any transfer or payment from any Guarantor Account in accordance with this Agreement, the Standby Stand- By Account Bank shall be entitled to act, without further inquiry, as directed by the Cash Manager pursuant to Section Sections 2.1 and 2.2 and to rely as to the amount of any such transfer or payment on the Cash Manager’s instructions in accordance with the relevant Mandate, and the Standby Stand-By Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructionsinstructions except in the case of its wilful default, fraud or negligence. 5.2 Guarantor’s Indemnity Subject to the prior ranking obligations set out in the relevant Priorities of Payments, the Standby Stand-By Account Bank and the Standby Stand-By GDA Provider shall each be indemnified to the extent of funds then standing to the credit of the Guarantor Accounts against any loss, cost, damage, charge or expense incurred by the Standby Stand-By Account Bank or the Standby Stand-By GDA Provider in complying with any instruction delivered pursuant to and in accordance with this Agreement or the Standby Stand- By Guaranteed Deposit Account Contract, respectively, save that this indemnity shall not extend to (i) the charges of the Standby Stand-By Account Bank or the Standby Stand-By GDA Provider (if any) for the operation of such accounts other than as provided in Section 2.3 of this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any material breach by the Standby Stand-By Account Bank of its obligations under this Agreement or any material breach by the Standby Stand-By GDA Provider of its obligations under the Standby Stand-By Guaranteed Deposit Account Contract, and if necessary, as determined by a court of competent jurisdiction in a final non-appealable decision. For greater certainty certainty, payments to the Standby Stand-By Account Bank and the Standby Stand-By GDA Provider rank pro rata and pari passu with each other and with payments to the asset monitorCover Pool Monitor, among others in the relevant Priorities of Payments. The Guarantor shall will not amend the Priorities of Payments if such amendment negatively affects any payments (including the priority thereof) to the Standby Stand- By Account Bank or the Standby Stand-By GDA Provider without the consent of the Standby Stand-By Account Bank or the Standby Stand-By GDA Provider, as the case may be. 5.3 Consequences of a Guarantor Acceleration Notice The Standby Stand-By Account Bank acknowledges that, if it receives notice in writing from the Bond Trustee to the effect that the Bond Trustee has served a Guarantor Acceleration Notice on the Guarantor all right, authority and power of the Cash Manager in respect of the each of the Guarantor Accounts shall be terminated and be of no further effect and the Standby Stand-By Account Bank agrees that it shall, upon receipt of such notice from the Bond Trustee, comply with the directions of the Bond Trustee in relation to the operation of each of the Guarantor Accounts. Following receipt of such notice, the Standby Stand-By Account Bank shall be entitled to act, without further inquiry, on any direction received by the Bond Trustee or any successor cash manager appointed by the Bond Trustee (subject to such successor cash manager having entered into an agreement with it on substantially the same terms as this Agreement) pursuant to this Section Sections 5.3 and to rely as to the amount of any such transfer or payment on the Bond Trustee’s instructions in accordance with the relevant Mandate, and the Standby Stand-By Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions.

INDEMNITY AND GUARANTOR ACCELERATION NOTICE. 5.1 Standby Account Bank to Comply with Cash Manager’s Instructions Instructions‌ Unless otherwise directed in writing by the Bond Trustee pursuant to Section 5.3, in making any transfer or payment from any Guarantor Account in accordance with this Agreement, the Standby Account Bank shall be entitled to act, without further inquiry, as directed by the Cash Manager pursuant to Section 2.1 and to rely as to the amount of any such transfer or payment on the Cash Manager’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions. 5.2 Guarantor’s Indemnity Subject Indemnity‌ The Issuer, and subject to the prior ranking obligations set out in the relevant Priorities of Payments, the Standby Account Bank Payments and the Standby GDA Provider shall each be indemnified to the extent of funds then standing to the credit of the Guarantor Accounts Accounts, the Guarantor, shall jointly and severally indemnify the Standby Account Bank and the Standby GIC Provider against any loss, cost, damage, charge or expense incurred by the Standby Account Bank or the Standby GDA GIC Provider in complying with any instruction delivered pursuant to and in accordance with this Agreement or the Standby Guaranteed Deposit Account Investment Contract, respectively, save that this indemnity shall not extend to (i) the charges of the Standby Account Bank or the Standby GDA GIC Provider for the operation of such accounts other than as provided in Section 2.3 of this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any material breach by the Standby Account Bank of its obligations under this Agreement or any material breach by the Standby GDA GIC Provider of its obligations under the Standby Guaranteed Deposit Account Investment Contract, and if necessary, as determined by a court of competent jurisdiction in a final non-appealable decision. For greater certainty payments to the Standby Account Bank and the Standby GDA GIC Provider rank pro rata and pari passu with each other and with payments to the asset monitor, among others in the relevant Priorities of Payments. The Issuer and the Guarantor shall not amend the Priorities of Payments if such amendment negatively affects any payments (including the priority thereof) to the Standby Account Bank or the Standby GDA GIC Provider without the consent of the Standby Account Bank or the Standby GDA GIC Provider, as the case may be. 5.3 Consequences of a Guarantor Acceleration Notice Notice‌ The Standby Account Bank acknowledges that, if it receives notice in writing from the Bond Trustee to the effect that the Bond Trustee has served a Guarantor Acceleration Notice on the Guarantor Guarantor, all right, authority and power of the Cash Manager in respect of each of the Guarantor Accounts shall be terminated and be of no further effect and the Standby Account Bank agrees that it shall, upon receipt of such notice from the Bond Trustee, comply with the directions of the Bond Trustee or its designee in accordance with Section 3.2 in relation to the operation of each of the Guarantor Accounts. Following receipt of such notice, the Standby Account Bank shall be entitled to act, without further inquiry, on any direction received by the Bond Trustee or such designee pursuant to this Section 5.3 and to rely as to the amount of any such transfer or payment on the Bond Trustee’s instructions in accordance with the relevant Mandate, and the Standby Account Bank shall have no liability hereunder to the Cash Manager, the Guarantor or the Bond Trustee for having acted on such instructions.