Common use of Security, Enforcement and Limited Recourse Clause in Contracts

Security, Enforcement and Limited Recourse. (i) Party A agrees with Party B and the Trustee to be bound by the terms of the Deed of Charge and, in particular, confirms that: (A) no sum shall be payable by or on behalf of Party B to it except in accordance with the provisions of the Deed of Charge; (B) unless an Enforcement Notice has been served or unless the Trustee, having become bound to do so, fails to serve an Enforcement Notice and/or to take any steps or proceedings pursuant to the Deed of Charge to enforce the security thereby created: (1) it shall not take any steps whatsoever to direct the Trustee to enforce any security created by or pursuant to the Deed of Charge; and (2) 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 Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Deed of Charge. Notwithstanding the above, the provisions of this Part 5(l)(i) are in no way intended to alter the terms set out in the Deed of Charge and to the extent that any conflict arises between the terms of the Deed of Charge and this Part 5(l)(i), the terms of the Deed of Charge shall prevail. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it shall have recourse only to funds available for the purpose pursuant and subject to the order of priority of payments set out in the Deed of Charge. (iii) Notwithstanding the provisions of Section 6 of this Agreement, any notice given by Party A designating an Early Termination Date shall be given to the Trustee in respect of the Deed of Charge, with a copy to Party B. In the event that service of an Enforcement Notice occurs following the date of giving of such notice but prior to the date which would otherwise have been the Early Termination Date, the effective date of such Enforcement Notice shall be the Early Termination Date. (iv) If, on any date, after the application of Section 2(c), Party B does not pay the full amount it would otherwise owe under any Transaction (including any default interest under Section 2(e) accruing in respect of a Withholding Compensation Amount but excluding payments to be made pursuant to Section 6) as a result of the limitation contained in Part 5 (l)(i) or Part 5 (l)(ii) above, then: (A) payment by Party B of the shortfall will not then fall due but will instead be deferred until the first Party A Payment Date thereafter on which sufficient funds are available to Party B (subject to Part 5 (l)(i) or Part 5 (l)(ii) above); and (B) failure by Party B to make the full payment under such Transaction (after the application of Section 2(c) to such Transaction) shall not constitute an Event of Default for the purpose of Section 5(a)(i) or Section 5(a)(ii). (v) For the avoidance of doubt, if an Early Termination Date results from an Event of Default or an Additional Termination Event, any amounts otherwise payable under this Agreement (the payment of which was deferred or not paid in the circumstances described under Part 5(l)(iv) above) by Party A and by Party B, will be deemed to be Unpaid Amounts (except that any Withholding Compensation Amount shall not constitute an Unpaid Amount for the purposes of this Agreement, but instead shall constitute a separate and independent obligation of the relevant party). (vi) Following the calculation thereof, Party B shall notify Party A at least two Business Days in advance of the relevant Payment Date of the amount of any shortfall, the payment of which by Party B is deferred in accordance with Part 5(l)(iv) above. (vii) If any payment of any amounts by Party B is deferred in accordance with Part 5(l)(iv) above then the amount so deferred (the "Deferred Amount") shall, subject to the terms of this Agreement, be payable on the next Mortgage Rate Payment Date (together with an additional amount, being the interest accrued on the Deferred Amount for the period of such deferral at the applicable Mortgage Rate) and the Mortgage Rate Amount due on such date shall be deemed to include such amounts.

Security, Enforcement and Limited Recourse. (i) Party A agrees with Party B and the Trustee to be bound by the terms of the Deed of Charge and, in particular, confirms that: (A) no sum shall be payable by or on behalf of Party B to it except in accordance with the provisions of the Deed of Charge; (B) unless an Enforcement Notice has been served or unless the Trustee, having become bound to do so, fails to serve an Enforcement Notice and/or to take any steps or proceedings pursuant to the Deed of Charge to enforce the security thereby created: (1) it shall not take any steps whatsoever to direct the Trustee to enforce any security created by or pursuant to the Deed of Charge; and (2) 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 Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Deed of Charge. Notwithstanding the above, the provisions of this Part 5(l)(i) are in no way intended intend to alter the terms set out in the Deed of Charge and to the extent that any conflict arises between the terms of the Deed of Charge and this Part 5(l)(i), the terms of the Deed of Charge shall prevail. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it shall have recourse only to funds available for the purpose pursuant and subject to the order of priority of payments set out in the Deed of Charge. (iii) Notwithstanding the provisions of Section 6 of this Agreement, any notice given by Party A designating an Early Termination Date Date, which date shall be no earlier than ten Business Days following the giving of notice, shall be given to the Trustee in respect of the Deed of Charge, with a copy to Party B. In the event that service of an Enforcement Notice occurs following the date of giving of such notice but prior to the date which would otherwise have been the Early Termination Date, the effective date of such Enforcement Notice shall be the Early Termination Date. (iv) If, on any date, after the application of Section 2(c), Party B does not pay the full amount it would otherwise owe under any Transaction (Transaction, including any default interest under Section 2(e) accruing in respect of a Withholding Compensation Amount but excluding payments to be made (other than pursuant to Section 6) as a result (after the application of Section 2(c) to such Transaction) because of the limitation contained in Part 5 (l)(i5(l)(i) or Part 5 (l)(ii5(l)(ii) above, then: (A) payment by Party B of the shortfall will not then fall due but will instead be deferred until the first Party A Payment Date thereafter on which sufficient funds are available to Party B (subject to Part 5 (l)(i5(l)(i) or Part 5 (l)(ii) above); and (B) failure by Party B to make the full payment under such Transaction (after the application of Section 2(c) to such Transaction) shall not constitute an Event of Default for the purpose of Section 5(a)(i) or Section 5(a)(ii). (v) For the avoidance of doubt, if an Early Termination Date results from an Event of Default or an Additional Termination Event, any amounts otherwise payable under this Agreement (the payment of which was deferred or not paid in the circumstances described under Part 5(l)(iv) above) by Party A and by Party B, will be deemed to be Unpaid Amounts (except that any Withholding Compensation Amount shall not constitute an Unpaid Amount for the purposes of this Agreement, but instead shall constitute a separate and independent obligation of the relevant party). (vi) Following the calculation thereof, Party B shall notify Party A at least two Business Days in advance of the relevant Payment Date of the amount of any shortfall, the payment of which by Party B is deferred in accordance with Part 5(l)(iv) above. (vii) If any payment of any amounts by Party B is deferred in accordance with Part 5(l)(iv) above then the amount so deferred (the "Deferred Amount") shall, subject to the terms of this Agreement, be payable on the next Mortgage Rate Payment Date (together with an additional amount, being the interest accrued on the Deferred Amount for the period of such deferral at the applicable Mortgage Rate) and the Mortgage Rate Amount due on such date shall be deemed to include such amounts.

Security, Enforcement and Limited Recourse. (i) Party A agrees with Party B and the Trustee to be bound by the terms of the Deed of Charge and, in particular, confirms that: (A) no sum shall be payable by or on behalf of Party B to it except in accordance with the provisions of the Deed of Charge; (B) unless an Enforcement Notice has been served or unless the Trustee, having become bound to do so, fails to serve an Enforcement Notice and/or to take any steps or proceedings pursuant to the Deed of Charge to enforce the security thereby created: (1) it shall not take any steps whatsoever to direct the Trustee to enforce any security created by or pursuant to the Deed of Charge; and (2) 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 Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Deed of Charge. Notwithstanding the above, the provisions of this Part 5(l)(i) are in no way intended intend to alter the terms set out in the Deed of Charge and to the extent that any conflict arises between the terms of the Deed of Charge and this Part 5(l)(i), the terms of the Deed of Charge shall prevail. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it shall have recourse only to funds available for the purpose pursuant and subject to the order of priority of payments set out in the Deed of Charge. (iii) Notwithstanding the provisions of Section 6 of this Agreement, any notice given by Party A designating an Early Termination Date Date, which date shall be no earlier than ten Business Days following the giving of notice, shall be given to the Trustee in respect of the Deed of Charge, with a copy to Party B. In the event that service of an Enforcement Notice occurs following the date of giving of such notice but prior to the date which would otherwise have been the Early Termination Date, the effective date of such Enforcement Notice shall be the Early Termination Date. (iv) If, on any date, after the application of Section 2(c), Party B does not pay the full amount it would otherwise owe under any Transaction (Transaction, including any default interest under Section 2(e) accruing in respect of a Withholding Compensation Amount but excluding payments to be made (other than pursuant to Section 6) as a result (after the application of Section 2(c) to such Transaction) because of the limitation contained in Part 5 (l)(i) or Part 5 (l)(ii) above, then: (A) payment by Party B of the shortfall will not then fall due but will instead be deferred until the first Party A Payment Date thereafter on which sufficient funds are available to Party B (subject to Part 5 (l)(i) or Part 5 (l)(ii) above); and (B) failure by Party B to make the full payment under such Transaction (after the application of Section 2(c) to such Transaction) shall not constitute an Event of Default for the purpose of Section 5(a)(i) or Section 5(a)(ii). (v) For the avoidance of doubt, if an Early Termination Date results from an Event of Default or an Additional Termination Event, any amounts otherwise payable under this Agreement (the payment of which was deferred or not paid in the circumstances described under Part 5(l)(iv5 (l)(iv) above) by Party A and by Party B, will be deemed to be Unpaid Amounts (except that any Withholding Compensation Amount shall not constitute an Unpaid Amount for the purposes of this Agreement, but instead shall constitute a separate and independent obligation of the relevant party). (vi) Following the calculation thereof, Party B shall notify Party A at least two Business Days in advance of the relevant Payment Date of the amount of any shortfall, the payment of which by Party B is deferred in accordance with Part 5(l)(iv5 (l)(iv) above. (vii) If any payment of any amounts by Party B is deferred in accordance with Part 5(l)(iv5 (l)(iv) above then the amount so deferred (the "Deferred Amount") shall, subject to the terms of this Agreement, be payable on the next Mortgage Rate Payment Date (together with an additional amount, being the interest accrued on the Deferred Amount for the period of such deferral at the applicable Mortgage Rate) and the Mortgage Rate Amount due on such date shall be deemed to include such amounts.

Security, Enforcement and Limited Recourse. (i) Party A agrees with Party B and the Trustee to be bound by the terms of the Deed of Charge and, in particular, confirms that: (A) no sum shall be payable by or on behalf of Party B to it except in accordance with the provisions of the Deed of Charge; (B) unless an Enforcement Notice has been served or unless the Trustee, having become bound to do so, fails to serve an Enforcement Notice and/or to take any steps or proceedings pursuant to the Deed of Charge to enforce the security thereby created: (1) it shall not take any steps whatsoever to direct the Trustee to enforce any security created by or pursuant to the Deed of Charge; and (2) 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 Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Deed of Charge. Notwithstanding the above, the provisions of this Part 5(l)(i) are in no way intended to alter the terms set out in the Deed of Charge and to the extent that any conflict arises between the terms of the Deed of Charge and this Part 5(l)(i), the terms of the Deed of Charge shall prevail. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it shall have recourse only to funds available for the purpose pursuant and subject to the order of priority of payments set out in the Deed of Charge. (iii) Notwithstanding the provisions of Section 6 of this Agreement, any notice given by Party A designating an Early Termination Date shall be given to the Trustee in respect of the Deed of Charge, with a copy to Party B. In the event that service of an Enforcement Notice occurs following the date of giving of such notice but prior to the date which would otherwise have been the Early Termination Date, the effective date of such Enforcement Notice shall be the Early Termination Date. (iv) If, on any date, after the application of Section 2(c), Party B does not pay the full amount it would otherwise owe under any Transaction (including any default interest under Section 2(e) accruing in respect of a Withholding Compensation Amount but excluding payments to be made pursuant to Section 6) as a result of the limitation contained in Part 5 (l)(i) or Part 5 (l)(ii) above, then: (A) payment by Party B of the shortfall will not then fall due but will instead be deferred until the first Party A Payment Date thereafter on which sufficient funds are available to Party B (subject to Part 5 (l)(i) or Part 5 (l)(ii) above); and (B) failure by Party B to make the full payment under such Transaction (after the application of Section 2(c) to such Transaction) shall not constitute an Event of Default for the purpose of Section 5(a)(i) or Section 5(a)(ii). (v) For the avoidance of doubt, if an Early Termination Date results from an Event of Default or an Additional Termination Event, any amounts otherwise payable under this Agreement (the payment of which was deferred or not paid in the circumstances described under Part 5(l)(iv) above) by Party A and by Party B, will be deemed to be Unpaid Amounts (except that any Withholding Compensation Amount shall not constitute an Unpaid Amount for the purposes of this Agreement, but instead shall constitute a separate and independent obligation of the relevant party). (vi) Following the calculation thereof, Party B shall notify Party A at least two Business Days in advance of the relevant Payment Date of the amount of any shortfall, the payment of which by Party B is deferred in accordance with Part 5(l)(iv) above. (vii) If any payment of any amounts by Party B is deferred in accordance with Part 5(l)(iv) above then the amount so deferred (the "Deferred Amount") shall, subject to the terms of this Agreement, be payable on the next Mortgage Rate Payment Date (together with an additional amount, being the interest accrued on the Deferred Amount for the period of such deferral at the applicable Mortgage Rate) and the Mortgage Rate Amount due on such date shall be deemed to include such amounts.