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

Restriction on Account Bank’s Rights. 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 the GIC Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Representative or any other person or any liabilities of the Cash Manager, the Fund, the Issuer, the Seller, the Representative or any other person to it; (b) agrees that it may 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 the GIC Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative or any other person owing to it; (c) 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 Fund, or procure the winding-up or liquidation of the Fund in respect of any of the liabilities of the Fund; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Fund pursuant to the Transaction Documents; and (e) agrees that it will notify the Cash Manager, the Fund and the Representative if compliance with any instruction would cause the GIC Account held with it to which such instruction relates to have a negative balance, such notification to be given on the same Business Day that it determines that compliance with such instruction would cause any such account to have a negative balance.

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the MandateIssuer Transaction Account Mandates, the Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the GIC any Issuer Account held with it with any other Issuer Account or any other bank account of the Cash Manager, the Fund, the Issuer, the Representative Seller, the Security Trustee or any other person or any liabilities of the Cash Manager, the Fund, the Issuer, the Seller, the Representative Security Trustee or any other person to it; (b) agrees that it holds any amounts deposited in any Issuer Account as banker except (i) that it may 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 the GIC any Issuer Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative Security Trustee or any other person owing to itit and (ii) subject to Clause 17 (Interest), it shall not be liable to account to the Issuer for any interest or other amounts 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 FundIssuer, or procure the winding-up or liquidation of the Fund Issuer or procure the making of an administration order in relation to the Issuer in respect of any of the liabilities of the FundIssuer 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 Fund Issuer pursuant to the this Agreement or any other Transaction DocumentsDocument; and (e) agrees acknowledges that it will notify the Cash ManagerIssuer has, pursuant to the Issuer Accounts Pledge Agreement and the Deed of Charge, inter alia, assigned by way of security (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, to and under the Transaction Documents (other than the Trust Deed, the Fund Deed of Charge and the Representative if compliance with any instruction would cause the GIC Account held with it Irish Transaction Documents) to which such instruction relates it is a party, including all rights to have a negative balance, such notification receive payment of any amounts which may become payable to be given on the same Business Day that it determines that compliance with such instruction would cause any such account Issuer thereunder and all payments received by the Issuer thereunder and all amounts standing to have a negative balancethe credit of the Issuer Accounts (other than amounts standing to the credit of the Issuer Profit Ledger) to the Security Trustee.

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandate, the The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the GIC any Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Representative Administrator, the Seller, the Trustee, the Collection Account Bank or any other person or any liabilities of the Cash ManagerIssuer, the Fund, the IssuerAdministrator, the Seller, the Representative Trustee, the Collection Account Bank or any other person owing to it; (b) agrees that it may will 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 the GIC any Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative Issuer or any other person owing to itit other than as permitted herein; (c) agrees acknowledges that it will not takethe Issuer has, and shall not take, any steps whatsoever to recover any amount due or owing to it 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 or any other debts whatsoever owing to it by the Fund, or procure the winding-up or liquidation of the Fund in respect of any of the liabilities of the FundTrustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall have recourse only 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 sums paid to or received by (or on behalf of) enforce any judgment against the Fund pursuant to the Transaction Documents; andIssuer; (e) agrees and acknowledges that it will notify all obligations of the Cash ManagerIssuer 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 January 2043 or any earlier date upon which all of the Notes 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 to the secured parties in accordance with the applicable Payments Priorities, the Fund 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 or to any Secured Party, then the Representative if compliance with any instruction would cause the GIC Account held with it to which such instruction relates to have a negative balance, such notification amount remaining to be given 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 any class of Notes junior to that class of Notes) to each such Secured Party shall, on the same Business Day that it determines that compliance with day following such instruction would cause any such account application in full of the amounts referred to have a negative balancein Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandate, the The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the GIC any Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Representative Administrators, the Sellers, the Trustee, the Collection Account Providers or any other person or any liabilities of the Cash Manager, the Fund, the Issuer, the SellerAdministrators, the Representative Sellers, the Trustee, the Collection Account Providers or any other person owing to it; (b) agrees that it may will 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 the GIC any Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative Issuer or any other person owing to itit other than as permitted herein; (c) agrees acknowledges that it will not takethe Issuer has, and shall not take, any steps whatsoever to recover any amount due or owing to it 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 or any other debts whatsoever owing to it by the Fund, or procure the winding-up or liquidation of the Fund in respect of any of the liabilities of the FundTrustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall have recourse only 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 sums paid to or received by (or on behalf of) enforce any judgment against the Fund pursuant to the Transaction Documents; andIssuer; (e) agrees and acknowledges that it will notify all obligations of the Cash ManagerIssuer 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 Fund 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 Representative if compliance with any instruction would cause the GIC Account held with it to which such instruction relates to have a negative balance, such notification amount remaining to be given 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 same Business Day that it determines that compliance with day following such instruction would cause any such account application in full of the amounts referred to have a negative balancein Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandate, the The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the GIC any Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Representative Administrators, the Sellers, the Trustee, the Collection Account Providers or any other person or any liabilities of the Cash Manager, the Fund, the Issuer, the SellerAdministrators, the Representative Sellers, the Trustee, the Collection Account Providers or any other person owing to it; (b) agrees that it may will 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 the GIC any Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative Issuer or any other person owing to itit other than as permitted herein; (c) agrees acknowledges that it will not takethe Issuer has, and shall not take, any steps whatsoever to recover any amount due or owing to it 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 or any other debts whatsoever owing to it by the Fund, or procure the winding-up or liquidation of the Fund in respect of any of the liabilities of the FundTrustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall have recourse only 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 sums paid to or received by (or on behalf of) enforce any judgment against the Fund pursuant to the Transaction Documents; andIssuer; (e) agrees and acknowledges that it will notify all obligations of the Cash ManagerIssuer 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 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 Fund 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 Representative if compliance with any instruction would cause the GIC Account held with it to which such instruction relates to have a negative balance, such notification amount remaining to be given 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 same Business Day that it determines that compliance with day following such instruction would cause any such account application in full of the amounts referred to have a negative balancein Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandate, the The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the GIC any Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Representative Administrator, the Seller, the Trustee, the Collection Account Bank or any other person or any liabilities of the Cash ManagerIssuer, the Fund, the IssuerAdministrator, the Seller, the Representative Trustee, the Collection Account Bank or any other person owing to it; (b) agrees that it may will 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 the GIC any Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative Issuer or any other person owing to itit other than as permitted herein; (c) agrees acknowledges that it will not takethe Issuer has, and shall not take, any steps whatsoever to recover any amount due or owing to it 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 or any other debts whatsoever owing to it by the Fund, or procure the winding-up or liquidation of the Fund in respect of any of the liabilities of the FundTrustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall have recourse only 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 sums paid to or received by (or on behalf of) enforce any judgment against the Fund pursuant to the Transaction Documents; andIssuer; (e) agrees and acknowledges that it will notify all obligations of the Cash ManagerIssuer 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 Fund occurrence of either: (A) the Interest Payment Date falling in July 2043 or any earlier date upon which all of the Notes of each class are due and payable; or (B) the Representative if compliance 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 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 instruction would cause class of Notes or to any Secured Party, then the GIC Account held with it to which such instruction relates to have a negative balance, such notification amount remaining to be given 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 any class of Notes junior to that class of Notes) to each such Secured Party shall, on the same Business Day that it determines that compliance with day following such instruction would cause any such account application in full of the amounts referred to have a negative balancein Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandate, the The Account Bank hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the GIC any Account held with it with any other account of the Cash Manager, the Fund, the Issuer, the Representative Administrator, the Seller, the Trustee, the Collection Account Bank or any other person or any liabilities of the Cash ManagerIssuer, the Fund, the IssuerAdministrator, the Seller, the Representative Trustee, the Collection Account Bank or any other person owing to it; (b) agrees that it may will 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 the GIC any Account held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Fund, the Issuer, the Representative Issuer or any other person owing to itit other than as permitted herein; (c) agrees acknowledges that it will not takethe Issuer has, and shall not take, any steps whatsoever to recover any amount due or owing to it 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 or any other debts whatsoever owing to it by the Fund, or procure the winding-up or liquidation of the Fund in respect of any of the liabilities of the FundTrustee; (d) until the date falling two years after the Final Discharge Date, acknowledges and agrees that in its capacity as Account Bank it shall have recourse only 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 sums paid to or received by (or on behalf of) enforce any judgment against the Fund pursuant to the Transaction Documents; andIssuer; (e) agrees and acknowledges that it will notify all obligations of the Cash ManagerIssuer 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 September 2042 or any earlier date upon which all of the Notes 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 to the secured parties in accordance with the applicable Payments Priorities, the Fund 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 or to any Secured Party, then the Representative if compliance with any instruction would cause the GIC Account held with it to which such instruction relates to have a negative balance, such notification amount remaining to be given 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 any class of Notes junior to that class of Notes) to each such Secured Party shall, on the same Business Day that it determines that compliance with day following such instruction would cause any such account application in full of the amounts referred to have a negative balancein Clause 10.1(f)(ii) above, cease to be due and payable by the Issuer.