Common use of Class A Noteholders Clause in Contracts

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Class A Noteholders, declaring (in writing) the Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (i) default being made for a period of seven Business Days in the payment of any amount of principal of any Class A Note when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen Business Days in the payment of any amount of interest on any Class A Note when and as the same ought to be paid in accordance with these Conditions; or (ii) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111 (iii) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph (iv) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re-e▇▇▇▇▇▇) or becomes unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted); or (iv) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (v) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for administration or the filing of documents with the court for an administration) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vi) if an Intercompany Loan Enforcement Notice is served under any Intercompany Loan Agreement while any of the Class A Notes is outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer (and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. 25% in aggregate Principal Amount Outstanding of the Class A Notes (which for this purpose and the purpose of any Extraordinary Resolution referred to in this CONDITION 9.1 means the Class A Notes of all Series constituted by the Master Issuer Trust Deed) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Holders of the Class A NoteholdersNotes shall), subject in each case to being indemnified and/or secured to its satisfaction, give notice (a CLASS A NOTE ACCELERATION NOTICE) to the Master Issuer, the Master Issuer Security Trustee and the Funding 2 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (ia) default being made for a period of seven three Business Days in the payment of any amount of principal of any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen three Business Days in the payment of any amount of interest on any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions; or (iib) the Current Master Issuer failing duly to perform or observe any other obligation binding upon it under the Class A NotesNotes of any Series, the Current Master Issuer Trust Deed, the Current Master Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its sole opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 20 days following the service by the Note Trustee on the Current Master Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Holders of the Class A NoteholdersNotes of such Series; or 111or (iiic) the Current Master Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph SUBPARAGRAPH (ivd) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Master Issuer is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re-e▇▇▇▇▇▇) or becomes unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted)) or be▇▇▇▇▇ ▇▇able to pay its debts as they fall due or the value of its assets falls to less than the amount of its liabilities (taking into account for both these purposes its contingent and prospective liabilities) or otherwise becomes insolvent; or (ivd) an order being made or an effective resolution being passed for the winding-up of the Current Master Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Holders of the Class A NoteholdersNotes; or (ve) proceedings being otherwise initiated against the Current Master Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for an administration or order, the filing of documents with the court for an administrationadministration or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the sole opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Master Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Master Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Master Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Master Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Master Issuer initiating or consenting to judicial the foregoing proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vif) if an a Master Intercompany Loan Enforcement Acceleration Notice is served under any the Master Intercompany Loan Agreement while any of the Class A Notes is of any Series are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer (and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. 25% in aggregate Principal Amount Outstanding of the Class A Notes (which for this purpose and the purpose of any Extraordinary Resolution referred to in this CONDITION 9.1 means the Class A Notes of all Series constituted by the Master Issuer Trust Deed) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Holders of the Class A NoteholdersNotes shall), subject in each case to being indemnified and/or secured to its satisfaction, give notice (a CLASS A NOTE ACCELERATION NOTICE) to the Master Issuer, the Master Issuer Security Trustee and the Funding 2 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (ia) default being made for a period of seven three Business Days in the payment of any amount of principal of any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen three Business Days in the payment of any amount of interest on any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions; or (iib) the Current Master Issuer failing duly to perform or observe any other obligation binding upon it under the Class A NotesNotes of any Series, the Current Master Issuer Trust Deed, the Current Master Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its sole opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 20 days following the service by the Note Trustee on the Current Master Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Holders of the Class A NoteholdersNotes of such Series; or 111or (iiic) the Current Master Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph SUBPARAGRAPH (ivd) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Master Issuer is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amendedamen▇▇▇, modified ▇▇▇ified or re-e▇▇▇▇▇▇enacted) or becomes unable to pay its debts within as they fall due or the meaning value of section 123(2its assets falls to less than the amount of its liabilities (taking into account for both these purposes its contingent and prospective liabilities) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted)otherwise becomes insolvent; or (ivd) an order being made or an effective resolution being passed for the winding-up of the Current Master Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Holders of the Class A NoteholdersNotes; or (ve) proceedings being otherwise initiated against the Current Master Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for an administration or order, the filing of documents with the court for an administrationadministration or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the sole opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Master Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Master Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Master Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Master Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Master Issuer initiating or consenting to judicial the foregoing proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vif) if an a Master Intercompany Loan Enforcement Acceleration Notice is served under any the Master Intercompany Loan Agreement while any of the Class A Notes is of any Series are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes for the time being outstanding (as defined in the Note Trust Deed) (which for this purpose means directions from the requisite percentage of holders of each Class of the Class A Notes for the time being outstanding) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting or meetings of the Class A NoteholdersNoteholders for the time being outstanding (as defined in the Trust Deed) (which for this purpose means an Extraordinary Resolution of the holders of each Class of the Class A Notes for the time being outstanding)) shall, subject in each case to being indemnified and/or secured to its satisfaction, give notice (a Class A Note Acceleration Notice) to the Issuer, the Issuer Security Trustee and the Funding 1 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaivedevents: (ia) default being made for a period of seven three Business Days in the payment of any amount of principal of any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen three Business Days in the payment of any amount of interest on any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions; or (iib) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Note Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 20 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111or (iiic) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph subparagraph (ivd) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section Section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re-e▇▇▇▇▇▇enacted) or becomes unable to pay its debts within as they fall due or the meaning value of section 123(2its assets falls to less than the amount of its liabilities (taking into account for both these purposes its contingent and prospective liabilities) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted)otherwise becomes insolvent; or (ivd) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (ve) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for an administration or order, the filing of documents with the court for an administrationadministration or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial the foregoing proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vif) if an Intercompany intercompany Loan Enforcement Acceleration Notice is served under any the Intercompany Loan Agreement while any of the Class A Notes is are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer (and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 9(A) means the Class A Notes of all Series constituted by the Issuer Trust Deed) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Holders of the Class A NoteholdersNotes shall), subject in each case to being indemnified and/or secured to its satisfaction, give notice (a "Class A Issuer Enforcement Notice") to the Issuing Entity, the Issuer Security Trustee and the Funding 2 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (i) default being made for a period of ten Business Days (in the case of Class A Notes having the 17th Monthly Payment Date) or seven Business Days (in the case of Class A Notes having the 20th Monthly Payment Date) in the payment of any amount of principal of any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions or default being made for a period of eighteen Business Days (in the case of Class A Notes having the 17th Monthly Payment Date) or fifteen Business Days (in the case of Class A Notes having the 20th Monthly Payment Date) in the payment of any amount of interest on any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions; or (ii) the Current Issuer Issuing Entity failing duly to perform or observe any other obligation binding upon it under the Class A NotesNotes of any Series, the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 days following the service by the Note Trustee on the Current Issuer Issuing Entity of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Holders of the Class A NoteholdersNotes of such Series; or 111or (iii) the Current IssuerIssuing Entity, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph (iv) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer Issuing Entity is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or rer▇-e▇▇▇▇▇▇d) or becomes unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted); or (iv) an order being made or an effective resolution being passed for the winding-up of the Current Issuer Issuing Entity except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Holders of the Class A NoteholdersNotes; or (v) proceedings being otherwise initiated against the Current Issuer Issuing Entity under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition or the making of an application for administration or the filing of documents with the court for an administration) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator a servicer in relation to the Current Issuer Issuing Entity or an administration order being granted or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer Issuing Entity or in relation to the whole or any substantial part of the undertaking or assets of the Current IssuerIssuing Entity, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current IssuerIssuing Entity, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer Issuing Entity and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer Issuing Entity initiating or consenting to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vi) if an a Funding 2 Intercompany Loan Enforcement Notice is served under any Funding 2 Intercompany Loan Agreement while any of the Class A Notes is of any Series are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer lssuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Class A Noteholders, declaring (in writing) the Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (i) default being made for a period of seven Business Days in the payment of any amount of principal of on any Class A Note when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen Business Days in the payment of any amount of interest on any Class A Note when and as the same ought to be paid in accordance with these Conditions; or (ii) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111or (iii) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph (iv) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re▇▇-e▇▇▇▇▇▇ed) or becomes unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted); or (iv) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (v) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for administration or the filing of documents with the court for an administration) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vi) if an Intercompany Loan Enforcement Notice is served under any Intercompany Loan Agreement while any of the Class A Notes is outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes for the time being outstanding (as defined in the Note Trust Deed) (which for this purpose means directions from the requisite percentage of holders of each Class of the Class A Notes for the time being outstanding) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting or meetings of the Class A NoteholdersNoteholders for the time being outstanding (as defined in the Trust Deed) (which for this purpose means an Extraordinary Resolution of the holders of each Class of the Class A Notes for the time being outstanding)) shall, subject in each case to being indemnified and/or secured to its satisfaction, give notice (a Class A Note Acceleration Notice) to the Issuer, the Issuer Security Trustee and the Funding 1 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaivedevents: (ia) default being made for a period of seven three Business Days in the payment of any amount of principal of any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen three Business Days in the payment of any amount of interest on any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions; or (iib) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Note Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 20 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111or (iiic) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph subparagraph (ivd) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section Section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re-e▇▇▇▇▇▇enacted) or becomes unable to pay its debts within as they fall due or the meaning value of section 123(2its assets falls to less than the amount of its liabilities (taking into account for both these purposes its contingent and prospective liabilities) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted)otherwise becomes insolvent; or (ivd) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (ve) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for an administration or order, the filing of documents with the court for an administrationadministration or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial the foregoing proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vif) if an Intercompany intercompany Loan Enforcement Acceleration Notice is served under any the Intercompany Loan Agreement while any of the Class A Notes is are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes for the time being outstanding (as defined in the Note Trust Deed) (which for this purpose means directions from the requisite percentage of holders of each Class of the Class A Notes for the time being outstanding) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting or meetings of the Class A NoteholdersNoteholders for the time being outstanding (as defined in the Trust Deed) (which for this purpose means an Extraordinary Resolution of the holders of each Class of the Class A Notes for the time being outstanding)) shall, subject in each case to being indemnified and/or secured to its satisfaction, give notice (a Class A Note Acceleration Notice) to the Issuer, the Issuer Security Trustee and the Funding 1 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaivedevents: (ia) default being made for a period of seven three Business Days in the payment of any amount of principal of any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen three Business Days in the payment of any amount of interest on any the Class A Note Notes when and as the same ought to be paid in accordance with these the Conditions; or (iib) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Note Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 20 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111or (iiic) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph subparagraph (ivd) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section Section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re-e▇▇▇▇▇▇) or becomes unable to pay its debts within as they fall due or the meaning value of section 123(2its assets falls to less than the amount of its liabilities (taking into account for both these purposes its contingent and prospective liabilities) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted)otherwise becomes insolvent; or (ivd) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (ve) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for an administration or order, the filing of documents with the court for an administrationadministration or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial the foregoing proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vif) if an Intercompany intercompany Loan Enforcement Acceleration Notice is served under any the Intercompany Loan Agreement while any of the Class A Notes is are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer (and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes (which for this purpose and the purpose of any Extraordinary Resolution referred to in this Condition 9(A) means the Class A Notes of all Series constituted by the Issuer Trust Deed) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Holders of the Class A NoteholdersNotes shall), subject in each case to being indemnified and/or secured to its satisfaction, give notice (a "Class A Issuer Enforcement Notice") to the Issuing Entity, the Issuer Security Trustee and the Funding 2 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (i) default being made for a period of seven Business Days in the payment of any amount of principal of any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen Business Days in the payment of any amount of interest on any the Class A Note Notes of any Series when and as the same ought to be paid in accordance with these Conditions; or (ii) the Current Issuer Issuing Entity failing duly to perform or observe any other obligation binding upon it under the Class A NotesNotes of any Series, the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 days following the service by the Note Trustee on the Current Issuer Issuing Entity of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Holders of the Class A NoteholdersNotes of such Series; or 111or (iii) the Current IssuerIssuing Entity, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph (iv) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer Issuing Entity is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or re-e▇▇▇▇▇▇enacted) or becomes unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted); or (iv) an order being made or an effective resolution being passed for the winding-up of the Current Issuer Issuing Entity except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Holders of the Class A NoteholdersNotes; or (v) proceedings being otherwise initiated against the Current Issuer Issuing Entity under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition or the making of an application for administration or the filing of documents with the court for an administration) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator a servicer in relation to the Current Issuer Issuing Entity or an administration order being granted or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer Issuing Entity or in relation to the whole or any substantial part of the undertaking or assets of the Current IssuerIssuing Entity, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current IssuerIssuing Entity, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer Issuing Entity and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer Issuing Entity initiating or consenting to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vi) if an a Funding 2 Intercompany Loan Enforcement Notice is served under any Funding 2 Intercompany Loan Agreement while any of the Class A Notes is of any Series are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders holders of not less than 25 per cent. cent in aggregate Principal Amount Outstanding of the Class A Notes for the time being outstanding (as defined in the Note Trust Deed (which for this purpose means directions from the requisite percentage of holders of each Class of the Class A Notes for the time being outstanding) or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting or meetings of the Class A NoteholdersNoteholders for the time being outstanding (as defined in the Trust Deed) (which for this purpose means an Extraordinary Resolution of the holders of each Class of the Class A Notes for the time being outstanding)) shall, subject in each case to being indemnified and/or secured to its satisfaction, give notice (a Class A Note Acceleration Notice) to the Issuer, the Issuer Security Trustee and the Funding 1 Security Trustee of a Note Event of Default (as defined below) declaring (in writing) the Class A Notes and all other Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaivedevents: (ia) default being made for a period of seven three Business Days in the payment of any amount of principal of any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen three Business Days in the payment of any amount of interest on any the Class A Note Notes when and as the same ought to be paid in accordance with these Conditions; or (iib) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Note Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 20 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111or (iiic) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph subparagraph (ivd) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section Section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 ▇▇▇ ▇▇▇▇ (as that section may be amended, modified or re-e▇▇▇▇▇▇enacted) or becomes unable to pay its debts within as they fall due or the meaning value of section 123(2its assets falls to less than the amount of its liabilities (taking into account for both these purposes its contingent and prospective liabilities) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted)otherwise becomes insolvent; or (ivd) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (ve) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for an administration or order, the filing of documents with the court for an administrationadministration or the service of a notice of intention to appoint an administrator) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or the appointment of an administrator takes effect or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial the foregoing proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vif) if an Intercompany intercompany Loan Enforcement Acceleration Notice is served under any the Intercompany Loan Agreement while any of the Class A Notes is are outstanding.

Class A Noteholders. The Note Trustee in its absolute discretion may give notice to the Current Issuer and the Security Trustee of a Current Issuer Note Event of Default (as defined below) in respect of the Class A Notes (a "Class A Note Enforcement Notice"), and shall give such notice if it is indemnified to its satisfaction and (1) if so requested in writing by the Holders of not less than 25 per cent. in aggregate Principal Amount Outstanding of the Class A Notes or (2) if so directed by or pursuant to an Extraordinary Resolution passed at a meeting of the Class A Noteholders, declaring (in writing) the Notes to be due and repayable (and they shall forthwith become due and repayable) at any time after the happening of any of the following events which is continuing or unwaived: (i) default being made for a period of seven Business Days in the payment of any amount of principal of any Class A Note when and as the same ought to be paid in accordance with these Conditions or default being made for a period of fifteen Business Days in the payment of any amount of interest on any Class A Note when and as the same ought to be paid in accordance with these Conditions; or (ii) the Current Issuer failing duly to perform or observe any other obligation binding upon it under the Class A Notes, the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document and, in any such case (except where the Note Trustee certifies that, in its opinion, such failure is incapable of remedy, in which case no notice will be required), such failure is continuing unremedied for a period of 30 days following the service by the Note Trustee on the Current Issuer of notice requiring the same to be remedied and the Note Trustee has certified that the failure to perform or observe is materially prejudicial to the interests of the Class A Noteholders; or 111or (iii) the Current Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in sub-paragraph (iv) below, ceases or threatens to cease to carry on its business or a substantial part of its business or the Current Issuer is deemed unable to pay its debts within the meaning of section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that section may be amended, modified or rer▇-e▇▇▇▇▇▇d) or becomes unable to pay its debts within the meaning of section 123(2) of the Insolvency Act 1986 (as that section may be amended, modified or re-enacted); or (iv) an order being made or an effective resolution being passed for the winding-up of the Current Issuer except a winding-up for the purposes of or pursuant to an amalgamation, restructuring or merger the terms of which have previously been approved by the Note Trustee in writing or by an Extraordinary Resolution of the Class A Noteholders; or (v) proceedings being otherwise initiated against the Current Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including, but not limited to, presentation of a petition for administration or the filing of documents with the court for an administration) and (except in the case of presentation of a petition for an administration order) such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith with a reasonable prospect of success, a formal notice is given of intention to appoint an administrator in relation to the Current Issuer or an administration order being granted or an administrative receiver or other receiver, liquidator or other similar official being appointed in relation to the Current Issuer or in relation to the whole or any substantial part of the undertaking or assets of the Current Issuer, or an encumbrancer taking possession of the whole or any substantial part of the undertaking or assets of the Current Issuer, or a distress, execution, diligence or other process being levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Current Issuer and such possession or process (as the case may be) not being discharged or not otherwise ceasing to apply within 30 days, or the Current Issuer initiating or consenting to judicial proceedings relating to itself under applicable liquidation, insolvency, composition, reorganisation or other similar laws or making a conveyance or assignment for the benefit of its creditors generally or a composition or similar arrangement with the creditors or takes steps with a view to obtaining a moratorium in respect of its indebtedness, including without limitation, the filing of documents with the court; or (vi) if an Intercompany Loan Enforcement Notice is served under any Intercompany Loan Agreement while any of the Class A Notes is outstanding.