Common use of PROCEEDINGS, ACTIONS AND INDEMNIFICATION Clause in Contracts

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (a) it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or the Mezzanine Noteholders or the Class M Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Class M Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (a) it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or the Mezzanine Noteholders or the Class M Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Class M Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M Mezzanine Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (a) it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or the Mezzanine Noteholders or the Class M Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Class M Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and; (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (a) it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or the Mezzanine Noteholders or the Series 2 Class M Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Series 2 Class M Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Series 2 Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Series 2 Class M Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 (A) The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings9(A) or any other action in relation to these presents, the Current First Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (ai) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders or Class A First Issuer Noteholders, the Mezzanine Class B First Issuer Noteholders or the Class M Noteholders C First Issuer Noteholders, as the case may be, or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one one-quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class M A First Issuer Notes, the Class B First Issuer Notes or by the holders of at least one quarter of Class C First Issuer Notes, as the aggregate Principal Amount Outstanding of the Junior Notes; and case may be, and (cii) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement PROVIDED THAT: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M B First Issuer Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall not and shall is of the sole opinion that to do so would not be obliged materially prejudicial to act at the direction or request interests of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M Notes then outstanding.Class

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 10.1 The Note Trustee shall not be bound to take any proceedings or give any directions mentioned in Clause 6.1 (Proceedings) CLAUSE 9.1 or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (a) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders, the Class M Noteholders, the Class C Noteholders or the Class M Noteholders D Noteholders, as the case may be, or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the one?quarter in aggregate Principal Amount Outstanding of the Class A Notes, the Class B Notes, the Class M Notes, the Class C Notes or by the holders of at least one quarter of Class D Notes, as the aggregate Principal Amount Outstanding of the Junior Notes; and case may be, and (cb) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement PROVIDED THAT: (ia) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall is of the sole opinion that to do so would not and be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (b) the Note Trustee shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (ivi) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (c) the Note Trustee shall not be obliged to act at the direction or request of the Junior Class C Noteholders as aforesaid unless at (i) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such time there are no Senior Notes, no Mezzanine Notes action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; and no (iii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; (d) the Note Trustee shall not be obliged to act at the direction or request of the Class D Noteholders as aforesaid unless (i) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (iii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; and (iv) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class C Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class C Noteholders; and (e) the Note Trustee shall only be obliged to give a Note Acceleration Notice at the direction or request of the most senior class of Noteholders as aforesaid. 10.2 Save as provided below, only the Note Trustee may enforce the provisions of these presents, the Conditions or the Notes. No Noteholder shall be entitled to proceed directly against the Issuer or any other party to any of the Issuer Transaction Documents unless the Note Trustee, having become bound as aforesaid to take proceedings, fails to do so within a reasonable period and such failure is continuing provided that no Noteholder, shall be entitled to take proceedings for the winding up or administration of the Issuer. Consistent with Section 316 of the Trust Indenture Act, each Noteholder shall have the right to institute proceedings for the enforcement of payment of principal and interest on the Notes then outstandingheld by it, on or after the maturity date of the relevant Notes set out on the face of such Notes.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 Note Trustee not bound to act: The Note Trustee shall not be bound bound: (a) to take any action under this Deed or any other Issuer Transaction Document (including taking any steps or proceedings mentioned in Clause 6.1 (Proceedings), instructing the Issuer Security Trustee under Clause 6.2 (Instruction of Issuer Security Trustee) or exercising any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any powers under Clause 6.3 (Exercise of the other Current Issuer Transaction Documents to which the Note Trustee is a party Powers)) unless: (ai) it shall have been so directed by an Extraordinary Resolution (any such resolution in respect of enforcement action under Condition 9 or Condition 10 being a Programme Resolution) of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders, the Class M Noteholders, the Class C Noteholders or the Class M Noteholders or the Junior D Noteholders as appropriate; or (bii) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class A Notes of all Series, the Class B Notes all of Series, the Class M Notes of all Series, the Class C Notes of all Series or by the holders Class D Notes of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) all Series then outstanding, and in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses Liabilities to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (iA) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; andNoteholders; (iiB) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not not, and shall not be obliged to bound to, act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such time no Senior Notes are then outstandingaction is sanctioned by an Extraordinary Resolution of the Class A Noteholders; andor (iiiC) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not not, and shall not be obliged to bound to, act at the direction or request of the Class M Noteholders as aforesaid unless unless: (i) either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; and (ii) either to do so would not in its opinion be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (D) the Note Trustee shall not, and shall not be bound to, act at the direction of the Class C Noteholders as aforesaid unless: (i) either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such time no Senior Notes action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either to do so would not in its opinion be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; and (iii) either to do so would not in its opinion be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders. (E) shall not, and no Mezzanine Notes are then outstandingshall not be bound to, act at the direction of the Class D Noteholders as aforesaid unless: (i) either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either to do so would not in its opinion be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (iii) either to do so would not in its opinion be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; and (iv) save either to do so would not in its opinion be materially prejudicial to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request interests of the Junior Class C Noteholders as aforesaid unless at or such time there are no Senior Notes, no Mezzanine Notes and no action is sanctioned by an Extraordinary Resolution of the Class M Notes then outstandingC Noteholders.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 10.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) 9.1 or any other action in relation to these presents, the Current Eighth Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (ai) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders or the Class M C Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one one-quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class M A Eighth Issuer Notes, the Class B Eighth Issuer Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and Class C Eighth Issuer Notes and (cii) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement PROVIDED THAT: (ia) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M B Noteholders as aforesaid unless at either the Note Trustee is of the opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such time no Senior Notes and no Mezzanine Notes are then outstandingaction is sanctioned by an Extraordinary Resolution of the Class A Noteholders; and (ivb) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Class C Noteholders as aforesaid unless at (i) either the Note Trustee is of the opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such time action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and (ii) either the Note Trustee is of the opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders. 10.2 Only the Note Trustee may enforce the provisions of these presents, the Conditions or the Eighth Issuer Notes. No Noteholder shall be entitled to proceed directly against the Eighth Issuer or any other party to any of the Transaction Documents unless the Note Trustee having become bound as aforesaid to take proceedings fails to do so within a reasonable period and such failure is continuing provided that, no Class C Noteholder or no Class B Noteholder shall be entitled to take proceedings for the winding up or administration of the Eighth Issuer for so long as there are no Senior Notes, no Mezzanine any Class A Eighth Issuer Notes outstanding and no Class M C Noteholder shall be entitled to take proceedings for the winding up or administration of the Eighth Issuer for so long as there are any Class B Eighth Issuer Notes then outstanding. Consistent with Section 316 of the Trust Indenture Act, each Noteholder shall have the right to institute proceedings for the enforcement of payment of principal and interest on the Eighth Issuer Notes held by it, on or after the maturity date of the relevant Eighth Issuer Notes set out on the face of such Eighth Issuer Notes.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (a) it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or the Mezzanine Noteholders or the Class M C Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Class M C Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and; (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M C Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M C Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 10.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) 9.1 or any other action in relation to these presents, the Current Seventh Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (ai) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders or the Class M Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one one-quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class M A Seventh Issuer Notes, the Class B Seventh Issuer Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and Class M Seventh Issuer Notes and (cii) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement PROVIDED THAT: (ia) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at either the Note Trustee is of the opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such time no Senior Notes are then outstandingaction is sanctioned by an Extraordinary Resolution of the Class A Noteholders; and (iiib) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (ivi) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall not and shall is of the opinion that to do so would not be obliged materially prejudicial to act at the direction or request interests of the Junior Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and (ii) either the Note Trustee is of the opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders. 10.2 Only the Note Trustee may enforce the provisions of these presents, the Conditions or the Seventh Issuer Notes. No Noteholder shall be entitled to proceed directly against the Seventh Issuer or any other party to any of the Transaction Documents unless the Note Trustee having become bound as aforesaid unless at to take proceedings fails to do so within a reasonable period and such time failure is continuing provided that, no Class M Noteholder or no Class B Noteholder shall be entitled to take proceedings for the winding up or administration of the Seventh Issuer for so long as there are no Senior Notes, no Mezzanine any Class A Seventh Issuer Notes outstanding and no Class M Noteholder shall be entitled to take proceedings for the winding up or administration of the Seventh Issuer for so long as there are any Class B Seventh Issuer Notes then outstanding. Consistent with Section 316 of the Trust Indenture Act, each Noteholder shall have the right to institute proceedings for the enforcement of payment of principal and interest on the Seventh Issuer Notes held by it, on or after the maturity date of the relevant Seventh Issuer Notes set out on the face of such Seventh Issuer Notes.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 10.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) 9.1 or any other action in relation to these presents, the Current Ninth Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (ai) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders Class A Noteholders, or the Mezzanine Noteholders or the Class M Noteholders or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one one-quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class M A Ninth Issuer Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and and (cii) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement. PROVIDED THAT: (i) 10.2 Only the Note Trustee may enforce the provisions of these presents, the Conditions or the Ninth Issuer Notes. No Noteholder shall not be held liable for entitled to proceed directly against the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders Ninth Issuer or any other Current Issuer Secured Creditor; and (ii) save party to any of the extent provided otherwise under the Current Issuer Conditions, Transaction Documents unless the Note Trustee shall not having become bound as aforesaid to take proceedings fails to do so within a reasonable period and shall not be obliged to act at the direction or request such failure is continuing. Consistent with Section 316 of the Mezzanine Noteholders as aforesaid unless at such time no Senior Trust Indenture Act, each Noteholder shall have the right to institute proceedings for the enforcement of payment of principal and interest on the Ninth Issuer Notes are then outstanding; and (iii) save to held by it, on or after the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request maturity date of the Class M Noteholders as aforesaid unless at relevant Ninth Issuer Notes set out on the face of such time no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Ninth Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 Note Trustee not bound to act: The Note Trustee shall not be bound bound: (a) to take any steps or proceedings mentioned in Clause 6.1 (Proceedings) or instruct the Issuer Security Trustee to take any enforcement proceedings under Clause 6.2 (Instruction of Issuer Security Trustee) unless: (i) [it shall have been so directed by an Extraordinary Resolution of the Class A Noteholders or the Class B Noteholders or the Class M Noteholders or the Class C Noteholders or the Class D Noteholders as appropriate]; or (ii) it shall have been so requested in writing by the holders of at least 51 per cent. of the aggregate Principal Amount Outstanding of the Class A Notes of all Series, or by the holders of at least 51 per cent. of the aggregate Principal Amount Outstanding of the Class B Notes all of Series, or by the holders of 51 per cent. of the aggregate Principal Amount Outstanding of the Class M Notes of all Series, or by the holders of at least 51 per cent. of the aggregate Principal Amount Outstanding of the Class C Notes of all Series, or by the holders of 51 per cent. of the aggregate Principal Amount Outstanding of the Class D Notes of all Series; or (b) to take any other action in relation to these presents, the Current any Series and Class of Issuer Notes or any other documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (ai) [it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or of the Mezzanine Noteholders or the relevant Series and Class M Noteholders or the Junior Noteholders as appropriateof Issuer Notes]; or (bii) [it shall have been so requested in writing by the holders of at least one quarter 25 per cent. of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders relevant Series and Class of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Class M Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Issuer Notes; and (c) ;] and in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (iA) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; andNoteholders; (iiB) save to the extent provided otherwise under the Current Issuer ConditionsConditions and the provisions of the relevant Note Supplement to a Series, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at such time no Senior Class A Notes are then outstanding; and; (iiiC) save to the extent provided otherwise under the Current Issuer ConditionsConditions and the provisions of the relevant Note Supplement to a Series, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Class A Notes and no Mezzanine Class B Notes are then outstanding; and; (ivD) save to the extent provided otherwise under the Current Issuer ConditionsConditions and the provisions of the relevant Note Supplement to a Series, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Class C Noteholders as aforesaid unless at such time there are no Senior Class A Notes, no Mezzanine Class B Notes and no Class M Notes then outstanding; and (E) save to the extent provided otherwise under the Issuer Conditions and the provisions of the relevant Note Supplement to a Series, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class D Noteholders as aforesaid unless at such time there are no Class A Notes, no Class B Notes, no Class M Notes and no Class C Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 Note Trustee not bound to act: The Note Trustee shall not be bound bound: (a) to take any action under this Deed or any other Issuer Transaction Document (including taking any steps or proceedings mentioned in Clause 6.1 (Proceedings), instructing the Issuer Security Trustee under Clause 6.2 (Instruction of Issuer Security Trustee) or exercising any other action powers under Clause 6.3 (Exercise of Powers)) unless, subject as provided in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unlessConditions: (ai) it shall have been so directed by an Extraordinary Resolution (any such resolution in respect of action under Condition 9 or Condition 10 being a Programme Resolution) of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders, the Class M Noteholders, the Class C Noteholders or the Class M Noteholders or the Junior D Noteholders as appropriate; or (bii) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class A Notes of all Series, the Class B Notes all of Series, the Class M Notes of all Series, the Class C Notes of all Series or by the holders Class D Notes of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Notes; and (c) all Series then outstanding, and in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses Liabilities to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (iA) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; andNoteholders; (iiB) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not not, and shall not be obliged to bound to, act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such time no Senior Notes are then outstandingaction is sanctioned by an Extraordinary Resolution of the Class A Noteholders; andor (iiiC) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not not, and shall not be obliged to bound to, act at the direction or request of the Class M Noteholders as aforesaid unless unless: (i) either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; and (ii) either to do so would not in its opinion be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (D) the Note Trustee shall not, and shall not be bound to, act at the direction of the Class C Noteholders as aforesaid unless: (i) either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such time no Senior Notes action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either to do so would not in its opinion be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; and (iii) either to do so would not in its opinion be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders. (E) shall not, and no Mezzanine Notes are then outstandingshall not be bound to, act at the direction of the Class D Noteholders as aforesaid unless: (i) either to do so would not in its opinion be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either to do so would not in its opinion be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (iii) either to do so would not in its opinion be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; and (iv) save either to do so would not in its opinion be materially prejudicial to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request interests of the Junior Class C Noteholders as aforesaid unless at or such time there are no Senior Notes, no Mezzanine Notes and no action is sanctioned by an Extraordinary Resolution of the Class M Notes then outstandingC Noteholders.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 10.1 The Note Trustee shall not be bound to take any proceedings or give any directions mentioned in Clause 6.1 (Proceedings) 9.1 or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (a) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders, the Class M Noteholders, the Class C Noteholders or the Class M Noteholders D Noteholders, as the case may be, or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one one-quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class A Notes, the Class B Notes, the Class M Notes, the Class C Notes or by the holders of at least one quarter of Class D Notes, as the aggregate Principal Amount Outstanding of the Junior Notes; and case may be, and (cb) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement PROVIDED THAT: (ia) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall is of the sole opinion that to do so would not and be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (b) the Note Trustee shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (ivi) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (c) the Note Trustee shall not be obliged to act at the direction or request of the Junior Class C Noteholders as aforesaid unless (i) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; and (iii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; (d) the Note Trustee shall not be obliged to act at the direction or request of the Class D Noteholders as aforesaid unless (i) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such time action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (iii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; and (iv) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class C Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class C Noteholders; and (e) the Note Trustee shall only be obliged to give a Note Acceleration Notice at the direction or request of the most senior class of Noteholders as aforesaid. 10.2 Save as provided below, only the Note Trustee may enforce the provisions of these presents, the Conditions or the Notes. No Noteholder shall be entitled to proceed directly against the Master Issuer or any other party to any of the Master Issuer Transaction Documents unless the Note Trustee, having become bound as aforesaid to take proceedings, fails to do so within 30 days of becoming so bound and such failure is continuing provided that no Class B Noteholder, Class M Noteholder, Class C Noteholder or Class D Noteholder will be entitled to commence proceedings for the winding up or administration of the Master Issuer unless there are no Senior outstanding Notes of a Class with higher priority or, if Notes of a Class with higher priority are outstanding, there is consent of Noteholders of not less than one quarter of the aggregate principal amount of the Notes outstanding of the Class or Classes of Notes with higher priority or pursuant to an Extraordinary Resolution of the Holders of such Class of Notes. Consistent with Section 316 of the Trust Indenture Act, no Mezzanine each Noteholder shall have the right to institute proceedings for the enforcement of payment of principal and interest on the Notes and no Class M held by it, on or after the maturity date of the relevant Notes then outstandingset out on the face of such Notes.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 10.1 The Note Trustee shall not be bound to take any proceedings or give any directions mentioned in Clause 6.1 (Proceedings) sub-clause 9.1 or any other action in relation to these presents, the Current Master Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: unless (a) it shall have been respectively directed or requested to do so directed by an Extraordinary Resolution of the Senior Noteholders or Class A Noteholders, the Mezzanine Class B Noteholders, the Class M Noteholders, the Class C Noteholders or the Class M Noteholders D Noteholders, as the case may be, or the Junior Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one one-quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the in aggregate Principal Amount Outstanding of the Class A Master Issuer Notes, the Class B Master Issuer Notes, the Class M Master Issuer Notes, the Class C Master Issuer Notes or by the holders of at least one quarter of Class D Master Issuer Notes, as the aggregate Principal Amount Outstanding of the Junior Notes; and case may be, then outstanding and (cb) in either case it shall have been be indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims, demands, costs, charges claims and expenses demands to which it may thereby be or become liable or and all costs, charges, damages and expenses which may be incurred by it in connection therewith, provided thatand the terms of such indemnity may include the provisions of a fighting fund, non-recourse loan or other similar arrangement PROVIDED THAT: (ia) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Class B Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall is of the sole opinion that to do so would not and be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (b) the Note Trustee shall not be obliged to act at the direction or request of the Class M Noteholders as aforesaid unless at such time no Senior Notes and no Mezzanine Notes are then outstanding; and (ivi) save to the extent provided otherwise under the Current Issuer Conditions, either the Note Trustee shall is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (c) the Note Trustee shall not be obliged to act at the direction or request of the Junior Class C Noteholders as aforesaid unless (i) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; and (iii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders; (d) the Note Trustee shall not be obliged to act at the direction or request of the Class D Noteholders as aforesaid unless (i) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class A Noteholders or such time action is sanctioned by an Extraordinary Resolution of the Class A Noteholders; (ii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class B Noteholders; (iii) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class M Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class M Noteholders and (iv) either the Note Trustee is of the sole opinion that to do so would not be materially prejudicial to the interests of the Class C Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class C Noteholders; and (e) the Note Trustee shall only be obliged to give a Note Enforcement Notice at the direction or request of the most senior class of Noteholders as aforesaid. 10.2 Save as provided below, only the Note Trustee may enforce the provisions of these presents, the Conditions or the Master Issuer Notes. No Noteholder shall be entitled to proceed directly against the Master Issuer or any other party to any of the Master Issuer Transaction Documents unless the Note Trustee, having become bound as aforesaid to take proceedings, fails to do so within a reasonable period and such failure is continuing; provided that no Class B Noteholder, Class M Noteholder, Class C Noteholder or Class D Noteholder will be entitled to commence proceedings for the winding up or administration of the Master Issuer unless there are no Senior outstanding Master Issuer Notes of a Class with higher priority or, if Master Issuer Notes of a Class with higher priority are outstanding, there is consent of Noteholders of not less than one quarter of the aggregate principal amount of the Master Issuer Notes outstanding of the Class or Classes of Master Issuer Notes with higher priority or pursuant to an Extraordinary Resolution of the Holders of such Class of Master Issuer Notes, no Mezzanine Notes and no Class M Notes then outstanding.

PROCEEDINGS, ACTIONS AND INDEMNIFICATION. 7.1 The Note Trustee shall not be bound to take any proceedings mentioned in Clause 6.1 (Proceedings) or any other action in relation to these presents, the Current Issuer Notes or any documents executed pursuant thereto or any of the other Current Issuer Transaction Documents to which the Note Trustee is a party unless: (a) it shall have been so directed by an Extraordinary Resolution of the Senior Noteholders or the Mezzanine Noteholders or the Class M Junior Noteholders or the Junior Special Noteholders as appropriate; or (b) it shall have been so requested in writing by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Senior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Mezzanine Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Class M Junior Notes or by the holders of at least one quarter of the aggregate Principal Amount Outstanding of the Junior Special Notes; and (c) in either case it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims, demands, costs, charges and expenses to which it may thereby become liable or which may be incurred by it in connection therewith, provided that: (i) the Note Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or any other Current Issuer Secured Creditor; and (ii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Mezzanine Noteholders as aforesaid unless at such time no Senior Notes are then outstanding; and (iii) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Class M Junior Noteholders as aforesaid unless at such time there are no Senior Notes and no Mezzanine Notes are then outstanding; and (iv) save to the extent provided otherwise under the Current Issuer Conditions, the Note Trustee shall not and shall not be obliged to act at the direction or request of the Junior Special Noteholders as aforesaid unless at such time there are no Senior Notes, no Mezzanine Notes and no Class M Junior Notes then outstanding.