Common use of Restriction on Account Bank’s Rights Clause in Contracts

Restriction on Account Bank’s Rights. The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any Account with any other account of the Issuer, the Administrators, the Sellers, the Trustee, the Collection Account Providers or any other person or any liabilities of the Issuer, the Administrators, the Sellers, the Trustee, the Collection Account Providers or any other person owing to it; (b) agrees that it will not exercise any lien, or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any Account in or towards satisfaction of any liabilities of the Issuer or any other person owing to it other than as permitted herein; (c) acknowledges that the Issuer has, pursuant to the Deed of Charge, inter alia, assigned by way of security and/or charged all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of any Account and all of its rights under this Agreement to the Trustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer; (e) agrees and acknowledges that all obligations of the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following: (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments Priorities, the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual Certificates) to each such Secured Party shall, on the day following such application in full of the amounts referred to in Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any Account with any other account of the Issuer, the AdministratorsAdministrator, the SellersSeller, the Trustee, the Collection Account Providers Bank or any other person or any liabilities of the Issuer, the AdministratorsAdministrator, the SellersSeller, the Trustee, the Collection Account Providers Bank or any other person owing to it; (b) agrees that it will not exercise any lien, or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any Account in or towards satisfaction of any liabilities of the Issuer or any other person owing to it other than as permitted herein; (c) acknowledges that the Issuer has, pursuant to the Deed of Charge, inter alia, assigned by way of security and/or charged all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of any Account and all of its rights under this Agreement to the Trustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer; (e) agrees and acknowledges that all obligations of the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following:following:‌ (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 July 2043 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments Priorities, Priorities,‌ the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual CertificatesNotes) to each such Secured Party shall, on the day following such application in full of the amounts referred to in Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. The Notwithstanding anything to the contrary in the Mandate, the Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any the GIC Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Administrators, the Sellers, the Trustee, the Collection Account Providers Representative or any other person or any liabilities of the Cash Manager, the Fund, the Issuer, the AdministratorsSeller, the Sellers, the Trustee, the Collection Account Providers Representative or any other person owing to it; (b) agrees that it will may not exercise any lien, lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any the GIC Account held with it in or towards satisfaction of any liabilities to it of the Issuer Cash Manager, the Fund, the Issuer, the Representative or any other person owing to it other than as permitted hereinit; (c) acknowledges agrees that the Issuer hasit will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Deed Fund, or procure the winding-up or liquidation of Charge, inter alia, assigned by way of security and/or charged all its rights, title, interest and benefit, present and future, the Fund in and to, all sums from time to time standing to the credit respect of any Account and all of its rights under this Agreement to the Trusteeliabilities of the Fund; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for have recourse only to sums paid to or received by (or on behalf of) the winding up, dissolution or reorganisation, or for Fund pursuant to the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer;Transaction Documents; and (e) agrees and acknowledges that all obligations of it will notify the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following: (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments PrioritiesCash Manager, the proceeds of Fund and the Representative if compliance with any instruction would cause the GIC Account held with it to which such Realisation are insufficientinstruction relates to have a negative balance, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining such notification to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual Certificates) to each such Secured Party shall, given on the day following same Business Day that it determines that compliance with such application in full of the amounts referred instruction would cause any such account to in Clause 10.1(f)(ii) above, cease to be due and payable by the Issuerhave a negative balance.

Restriction on Account Bank’s Rights. The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any Account with any other account of the Issuer, the Administrators, the Sellers, the Trustee, the Collection Account Providers or any other person or any liabilities of the Issuer, the Administrators, the Sellers, the Trustee, the Collection Account Providers or any other person owing to it; (b) agrees that it will not exercise any lien, or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any Account in or towards satisfaction of any liabilities of the Issuer or any other person owing to it other than as permitted herein; (c) acknowledges that the Issuer has, pursuant to the Deed of Charge, inter alia, assigned by way of security and/or charged all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of any Account and all of its rights under this Agreement to the Trustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer; (e) agrees and acknowledges that all obligations of the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following: (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 2045 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments Priorities, the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual Certificates) to each such Secured Party shall, on the day following such application in full of the amounts referred to in Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any Account with any other account of the Issuer, the AdministratorsAdministrator, the SellersSeller, the Trustee, the Collection Account Providers Bank or any other person or any liabilities of the Issuer, the AdministratorsAdministrator, the SellersSeller, the Trustee, the Collection Account Providers Bank or any other person owing to it; (b) agrees that it will not exercise any lien, or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any Account in or towards satisfaction of any liabilities of the Issuer or any other person owing to it other than as permitted herein; (c) acknowledges that the Issuer has, pursuant to the Deed of Charge, inter alia, assigned by way of security and/or charged all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of any Account and all of its rights under this Agreement to the Trustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer; (e) agrees and acknowledges that all obligations of the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following: (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 September 2042 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments Priorities, the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual CertificatesNotes) to each such Secured Party shall, on the day following such application in full of the amounts referred to in Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any Account with any other account of the Issuer, the AdministratorsAdministrator, the SellersSeller, the Trustee, the Collection Account Providers Bank or any other person or any liabilities of the Issuer, the AdministratorsAdministrator, the SellersSeller, the Trustee, the Collection Account Providers Bank or any other person owing to it; (b) agrees that it will not exercise any lien, or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any Account in or towards satisfaction of any liabilities of the Issuer or any other person owing to it other than as permitted herein; (c) acknowledges that the Issuer has, pursuant to the Deed of Charge, inter alia, assigned by way of security and/or charged all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of any Account and all of its rights under this Agreement to the Trustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer; (e) agrees and acknowledges that all obligations of the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following: (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 January 2043 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments Priorities, the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual CertificatesNotes) to each such Secured Party shall, on the day following such application in full of the amounts referred to in Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. The Notwithstanding anything to the contrary in the Issuer Transaction Account Mandates, the Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any Issuer Account with any other Issuer Account or any other bank account of the Cash Manager, the Issuer, the AdministratorsSeller, the Sellers, the Trustee, the Collection Account Providers Security Trustee or any other person or any liabilities of the Cash Manager, the Issuer, the AdministratorsSeller, the Sellers, the Trustee, the Collection Account Providers Security Trustee or any other person owing to it; (b) agrees that it will holds any amounts deposited in any Issuer Account as banker except (i) that it may not exercise any lien, lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any Issuer Account in or towards satisfaction of any liabilities to it of the Issuer Cash Manager, the Issuer, the Security Trustee or any other person owing to it and (ii) subject to Clause 17 (Interest), it shall not be liable to account to the Issuer for any interest or other than as permitted hereinamounts in respect of the amounts deposited; (c) in addition to and without prejudice to its rights and obligations as a Secured Creditor, agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Issuer, or procure the winding-up or liquidation of the Issuer or procure the making of an administration order in relation to the Issuer in respect of any of the liabilities of the Issuer whatsoever other than to the extent permitted under the Deed of Charge and this Agreement; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Issuer pursuant to this Agreement or any other Transaction Document; and (e) acknowledges that the Issuer has, pursuant to the Issuer Accounts Pledge Agreement and the Deed of Charge, inter alia, assigned by way of security and/or charged (and, to the extent not assigned, charges by way of first fixed charge) all of its rights, title, interest and benefit, present and future, in in, to and tounder the Transaction Documents (other than the Trust Deed, the Deed of Charge and the Irish Transaction Documents) to which it is a party, including all sums from time rights to time receive payment of any amounts which may become payable to the Issuer thereunder and all payments received by the Issuer thereunder and all amounts standing to the credit of any Account and all of its rights under this Agreement the Issuer Accounts (other than amounts standing to the Trustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer credit of the Issuer or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against the Issuer; (eProfit Ledger) agrees and acknowledges that all obligations of the Issuer to the Account Bank in respect of amounts owing to the Account Bank pursuant to this Agreement are subject to the terms of Clause 10.1(f) below; and (f) agrees and acknowledges, that if at any time following: (i) the occurrence of either: (A) the Interest Payment Date falling in May 2050 or any earlier date upon which all of the Notes and Residual Certificates of each class are due and payable; or (B) the service of an Enforcement Notice; and (ii) Realisation (defined below) of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes and Residual Certificates and to the secured parties in accordance with the applicable Payments Priorities, the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable priority of payments, to pay in full all amounts then due and payable under any class of Notes and Residual Certificates or to any Secured Party, then the amount remaining to be paid (after such application in full of the amounts first referred to in Clause 10.1(f)(ii) above) under such class of Notes and Residual Certificates (and any class of Notes and/or and Residual Certificates junior to that class of Notes or and Residual Certificates) to each such Secured Party shall, on the day following such application in full of the amounts referred to in Clause 10.1(f)(ii) above, cease to be due and payable by the IssuerSecurity Trustee.