Common use of MANDATORY ENFORCEMENT Clause in Contracts

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) and/or to take any other action under or in connection with any Funding 1 Agreement (including, without limitation, enforcing the Funding 1 Security) unless the Funding 1 Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges to which it may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it; and (ii) is directed to do so by: (A) the Issuer Security Trustee; or (B) if there is no outstanding Loan Tranche under the Intercompany Loan, the Funding 1 Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice), (in each case, the Instructing Party), in which case the Funding 1 Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Security Trustee or is to preserve or protect the Funding 1 Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Security Trustee shall not be liable to any Funding 1 Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned thereby. (c) Upon being directed by the Issuer Security Trustee to enforce the Funding 1 Security in accordance with paragraph (a) above, the Funding 1 Security Trustee will notify Funding 1 and the Funding 1 Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiverReceiver), the Funding 1 Issuer Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties duties, and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) and/or to take any other action under or in connection with any Funding 1 Agreement of the Issuer Transaction Documents (including, without limitation, enforcing the Funding 1 SecurityIssuer Security and/or lodging an appeal in any proceedings) unless the Funding 1 Issuer Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, charges, expenses, losses, losses and claims and charges to which it may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Issuer Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it; and (ii) is directed to do so by: (A) the Issuer Security Note Trustee; or (B) if there is are no outstanding Loan Tranche under Notes outstanding, all of the Intercompany Loan, the Funding 1 other Issuer Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice)Creditors, (in each case, the Instructing Party), in which case the Funding 1 Issuer Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Issuer Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Issuer Security Trustee or is to preserve or protect the Funding 1 Issuer Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Issuer Security Trustee shall not be liable to any Funding 1 Issuer Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Issuer Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned thereby. (c) Upon being directed by the Issuer Security Note Trustee to enforce the Funding 1 Issuer Security in accordance with paragraph (a) above, the Funding 1 Issuer Security Trustee will notify Funding 1 the Issuer, the Seller and the Funding 1 Issuer Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 Master Issuer Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) rights and/or to take any other action under or in connection with any Funding 1 Agreement of the Master Issuer Transaction Documents (including, without limitation, enforcing the Funding 1 Master Issuer Security) unless the Funding 1 Master Issuer Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges liabilities to which it is may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Master Issuer Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it; and (ii) is directed to do so by: (A) the Issuer Security Note Trustee; or (B) if there is are no outstanding Loan Tranche under Notes outstanding, all of the Intercompany Loan, the Funding 1 other Master Issuer Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice)Creditors, (in each case, the Instructing PartyINSTRUCTING PARTY), in which case the Funding 1 Master Issuer Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Master Issuer Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Master Issuer Security Trustee or is to preserve or protect the Funding 1 Master Issuer Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Master Issuer Security Trustee shall not be liable to any Funding 1 Master Issuer Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Master Issuer Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned therebyParty. (c) Upon being directed by the Issuer Security Note Trustee to enforce the Funding 1 Master Issuer Security in accordance with paragraph (aa)(i) above, the Funding 1 Master Issuer Security Trustee will notify Funding 1 the Master Issuer and the Funding 1 Master Issuer Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiverADMINISTRATIVE RECEIVER), the Funding 1 Master Issuer Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) rights and/or to take any other action under or in connection with any Funding 1 Agreement of the Master Issuer Transaction Documents (including, without limitation, enforcing the Funding 1 Master Issuer Security) unless the Funding 1 Master Issuer Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges liabilities to which it is may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify itdoing; and (ii) is directed to do so by: (A) the Issuer Security Note Trustee; or (B) if there is are no outstanding Loan Tranche under Master Issuer Notes outstanding, all of the Intercompany Loan, the Funding 1 other Master Issuer Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice)Creditors, (in each case, the Instructing PartyINSTRUCTING PARTY), in which case the Funding 1 Master Issuer Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Master Issuer Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Master Issuer Security Trustee or is to preserve or protect the Funding 1 Master Issuer Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Master Issuer Security Trustee shall not be liable to any Funding 1 Master Issuer Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Master Issuer Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned therebyParty. (c) Upon being directed by the Issuer Security Note Trustee to enforce the Funding 1 Master Issuer Security in accordance with paragraph (aa)(ii) above, the Funding 1 Master Issuer Security Trustee will notify Funding 1 the Master Issuer and the Funding 1 Master Issuer Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 Master Issuer Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) rights and/or to take any other action under or in connection with any Funding 1 Agreement of the Master Issuer Transaction Documents (including, without limitation, enforcing the Funding 1 Master Issuer Security) unless the Funding 1 Master Issuer Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges liabilities to which it is may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify itdoing; and (ii) is directed to do so by: (A) the Issuer Security Note Trustee; or (B) if there is are no outstanding Loan Tranche under Master Issuer Notes outstanding, all of the Intercompany Loan, the Funding 1 other Master Issuer Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice)Creditors, (in each case, the Instructing PartyINSTRUCTING PARTY), in which case the Funding 1 Master Issuer Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Master Issuer Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Master Issuer Security Trustee or is to preserve or protect the Funding 1 Master Issuer Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Master Issuer Security Trustee shall not be liable to any Funding 1 Master Issuer Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Master Issuer Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned therebyParty. (c) Upon being directed by the Issuer Security Note Trustee to enforce the Funding 1 Master Issuer Security in accordance with paragraph (aa)(ii) above, the Funding 1 Master Issuer Security Trustee will notify Funding 1 the Master Issuer and the Funding 1 Master Issuer Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 Master Issuer Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) rights and/or to take any other action under or in connection with any Funding 1 Agreement of the Master Issuer Transaction Documents (including, without limitation, enforcing the Funding 1 Master Issuer Security) unless the Funding 1 Master Issuer Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges liabilities to which it is may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify itdoing; and (ii) is directed to do so by: (A) the Issuer Security Note Trustee; or (B) if there is are no outstanding Loan Tranche under Master Issuer Notes outstanding, all of the Intercompany Loan, the Funding 1 other Master Issuer Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice)Creditors, (in each case, the Instructing Party), in which case the Funding 1 Master Issuer Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Master Issuer Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Master Issuer Security Trustee or is to Back to Contents preserve or protect the Funding 1 Master Issuer Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Master Issuer Security Trustee shall not be liable to any Funding 1 Master Issuer Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Master Issuer Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned therebyParty. (c) Upon being directed by the Issuer Security Note Trustee to enforce the Funding 1 Master Issuer Security in accordance with paragraph (aa)(ii) above, the Funding 1 Master Issuer Security Trustee will notify Funding 1 the Master Issuer and the Funding 1 Master Issuer Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 Issuer Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) rights and/or to take any other action under or in connection with any Funding 1 Agreement of the Transaction Documents (including, without limitation, enforcing the Funding 1 Issuer Security) unless the Funding 1 Issuer Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges Liabilities to which it is may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Issuer Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it; and (ii) is directed to do so by: (A) the Issuer Security Note Trustee; or (B) if there is are no outstanding Loan Tranche under Notes outstanding, all of the Intercompany Loan, the Funding 1 other Issuer Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice)Creditors, (in each case, the Instructing PartyINSTRUCTING PARTY), in which case the Funding 1 Issuer Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Issuer Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Issuer Security Trustee or is to preserve or protect the Funding 1 Issuer Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 Issuer Security Trustee shall not be liable to any Funding 1 Issuer Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Issuer Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned therebyParty. (c) Upon being directed by the Issuer Security Note Trustee to enforce the Funding 1 Issuer Security in accordance with paragraph (aa)(i) above, the Funding 1 Issuer Security Trustee will notify Funding 1 the Issuer and the Funding 1 Issuer Secured Creditors of such direction.

MANDATORY ENFORCEMENT. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 2 Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) rights and/or to take any other action under or in connection with any of Funding 1 Agreement 2 Agreements (including, without limitation, enforcing the Funding 1 2 Security) unless the Funding 1 2 Security Trustee: (i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges Liabilities to which it is may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 2 Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it; and (ii) is directed to do so by: (A) the Master Issuer Security Trustee; or (B) if there is no outstanding Loan Tranche under the Master Intercompany Loan, the Funding 1 2 Secured Creditor that ranks highest in the order of or priority of payment set out in Clause 7.1 (Priorities of Payment – after service - After Service of an a Master Intercompany Loan Acceleration Notice), (in each case, the Instructing PartyINSTRUCTING PARTY), in which case the Funding 1 2 Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 2 Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 2 Security Trustee or is to preserve or protect the Funding 1 2 Security Trustee's position or is of a purely administrative nature. (b) The Funding 1 2 Security Trustee shall not be liable to any Funding 1 2 Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 2 Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned therebyParty. (c) Upon being directed by the Master Issuer Security Trustee to enforce the Funding 1 2 Security in accordance with paragraph (aa)(i) above, the Funding 1 2 Security Trustee will notify Funding 1 2 and the Funding 1 2 Secured Creditors of such direction.