Common use of Mandatory Enforcement Clause in Contracts

Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION 10 of the Fifth Issuer Notes) the Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Issuer Notes, the Class B Fifth Issuer Notes or the Class C Fifth Issuer Notes then outstanding or by any other Fifth Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Issuer Secured Creditors who ranks higher than the relevant Fifth Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Issuer Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Seventh Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION 10 of the Fifth Seventh Issuer Notes) the Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Seventh Issuer Notes, the Class B Fifth Seventh Issuer Notes or the Class C Fifth Seventh Issuer Notes then outstanding or by any other Fifth Seventh Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Seventh Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Seventh Issuer Secured Creditors who ranks higher than the relevant Fifth Seventh Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Seventh Issuer Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Second Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION Condition 10 of the Fifth Second Issuer Notes) the Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Second Issuer Notes, the Class B Fifth Second Issuer Notes or the Class C Fifth Second Issuer Notes then outstanding or by any other Fifth Second Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Second Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Second Issuer Secured Creditors who ranks higher than the relevant Fifth Second Issuer Secured Creditor in the order or priority of payments in CLAUSE Clause 6 (Payments out of the Fifth Second Issuer Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Sixth Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION 10 of the Fifth Sixth Issuer Notes) the Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Sixth Issuer Notes, the Class B Fifth Sixth Issuer Notes or the Class C Fifth Sixth Issuer Notes then outstanding or by any other Fifth Sixth Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Sixth Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Sixth Issuer Secured Creditors who ranks higher than the relevant Fifth Sixth Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Sixth Issuer Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Sixth Issuer Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Sixth Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION 10 of the Fifth Sixth Issuer Notes) the Sixth Issuer Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Sixth Issuer Noteholders, the Class B Sixth Issuer Noteholders or the Class C Sixth Issuer Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Sixth Issuer Notes, the Class B Fifth Sixth Issuer Notes or the Class C Fifth Sixth Issuer Notes then outstanding or by any other Fifth Sixth Issuer Secured Creditor PROVIDED THAT: (i) the Sixth Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Sixth Issuer Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Sixth Issuer Security Trustee, be materially prejudicial to the interests of the Class A Sixth Issuer Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Sixth Issuer Noteholders; (ii) the Sixth Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Sixth Issuer Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Sixth Issuer Security Trustee, be materially prejudicial to the interests of the Class A Sixth Issuer Noteholders and/or the Class B Sixth Issuer Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Sixth Issuer Noteholders and/or the Class B Sixth Issuer Noteholders, as the case may be; (iii) the Sixth Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Sixth Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Sixth Issuer Security Trustee, be materially prejudicial to the interests of the Class A Sixth Issuer Noteholders and the Class B Sixth Issuer Noteholders and the Class C Sixth Issuer Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Sixth Issuer Noteholders and the Class B Sixth Issuer Noteholders and the Class C Sixth Issuer Noteholders and each of the Fifth Sixth Issuer Secured Creditors who ranks higher than the relevant Fifth Sixth Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Sixth Issuer Bank Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Ninth Issuer Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Ninth Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION Condition 10 of the Fifth Ninth Issuer Notes) the Ninth Issuer Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Ninth Issuer Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Issuer Notes, the Class B Fifth Issuer Notes or the Class C Fifth Ninth Issuer Notes then outstanding or by any other Fifth Ninth Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Ninth Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Ninth Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Ninth Issuer Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Ninth Issuer Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Ninth Issuer Noteholders and each of the Fifth Ninth Issuer Secured Creditors who ranks higher than the relevant Fifth Ninth Issuer Secured Creditor in the order or priority of payments in CLAUSE Clause 6 (Payments out of the Fifth Ninth Issuer Bank Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Seventh Issuer Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Seventh Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION Condition 10 of the Fifth Seventh Issuer Notes) the Seventh Issuer Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Seventh Issuer Noteholders, the Class B Noteholders or Seventh Issuer Noteholders, the Class C M Seventh Issuer Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Seventh Issuer Notes, the Class B Fifth Seventh Issuer Notes or the Class C Fifth M Seventh Issuer Notes Noteholders then outstanding or by any other Fifth Seventh Issuer Secured Creditor PROVIDED THAT: (i) the Seventh Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Seventh Issuer Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Seventh Issuer Security Trustee, be materially prejudicial to the interests of the Class A Seventh Issuer Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Seventh Issuer Noteholders; (ii) the Seventh Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C M Seventh Issuer Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Seventh Issuer Security Trustee, be materially prejudicial to the interests of the Class A Seventh Issuer Noteholders and/or the Class B Seventh Issuer Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Seventh Issuer Noteholders and/or the Class B Seventh Issuer Noteholders, as the case may be; (iii) the Seventh Issuer Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Seventh Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Seventh Issuer Security Trustee, be materially prejudicial to the interests of the Class A Seventh Issuer Noteholders and the Class B Seventh Issuer Noteholders and the Class C M Seventh Issuer Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Seventh Issuer Noteholders and the Class B Seventh Issuer Noteholders and the Class C M Seventh Issuer Noteholders and each of the Fifth Seventh Issuer Secured Creditors who ranks higher than the relevant Fifth Seventh Issuer Secured Creditor in the order or priority of payments in CLAUSE Clause 6 (Payments out of the Fifth Seventh Issuer Bank Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-non- recourse loan or other similar arrangement.

Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Third Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION Condition 10 of the Fifth Third Issuer Notes) the Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Third Issuer Notes, the Class B Fifth Third Issuer Notes or the Class C Fifth Third Issuer Notes then outstanding or by any other Fifth Third Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Third Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Third Issuer Secured Creditors who ranks higher than the relevant Fifth Third Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Third Issuer Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.

Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Fourth Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION Condition 10 of the Fifth Fourth Issuer Notes) the Security Trustee: (a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Fourth Issuer Notes, the Class B Fifth Fourth Issuer Notes or the Class C Fifth Fourth Issuer Notes then outstanding or by any other Fifth Third Issuer Secured Creditor PROVIDED THAT: (i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, 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) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be; (iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Fourth Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Fourth Issuer Secured Creditors who ranks higher than the relevant Fifth Fourth Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Fourth Issuer Accounts upon Enforcement) consents to such action; and (b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages and expenses which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.