Common use of Non-Petition Clause in Contracts

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Loan Party any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower applicable Loan Party shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower Each Loan Party hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the BorrowerLoan Party, the Servicer and the Transferor Originator further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrowereach Loan Party, the Servicer and the TransferorOriginator, and each of the BorrowerLoan Party, the Servicer and the Transferor Originator hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower Each Loan Party hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent Agents and the Lenders) hereby agrees Master Issuer Security Trustee, in relation to any fees, costs and expenses payable to the Master Issuer Security Trustee but without prejudice to the rights of the Master Issuer Security Trustee under and the provisions of, the Master Issuer Deed of Charge, undertakes to the Master Issuer that until one year and one day has elapsed since the last day on which the Master Issuer has discharged all of its obligations in relation to all the Master Issuer Notes, none of them will petition or commence proceedings for the benefit administration or winding-up of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or Master Issuer (nor join any other Person person in instituting against, such proceedings or commencement of proceedings) nor commence any legal proceedings against the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a)Master Issuer. (b) Each of the Borrower, the Servicer Agents and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury Master Issuer Security Trustee shall have recourse only to the Administrative Agent Master Issuer Charged Property subject always to the charges set out in the Master Issuer Deed of Charge and the Lenderspriority of payments set out therein. Upon final realisation of the Master Issuer Charged Property, (ii) none of the Administrative Agent Agents and the Lenders have no adequate remedy at law Master Issuer Security Trustee or any person acting on its behalf shall be entitled to take any further steps against the Master Issuer to recover any sums due to each of the Agents and the Master Issuer Security Trustee but still unpaid and all claims in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) sums due but still unpaid shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenantsextinguished. (c) The Borrower Each of the Agents hereby irrevocably appoints the Administrative Agent its true covenants and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection agrees with the enforcement of Master Issuer and the covenants provided for in this Section 12.19, including without limitation the following powers: Master Issuer Security Trustee that: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described only the Master Issuer Security Trustee may enforce the security created in clause (i) favour of the definition thereof, and Master Issuer Security Trustee by the Master Issuer Deed of Charge in accordance with its provisions; and (ii) it will not in relation to the matters contemplated in this Agreement take any steps for the purpose of recovering any sums due under this Agreement or enforcing any rights arising out of this Agreement or institute against the Master Issuer or join any other person in instituting against the Master Issuer any winding-up, arrangement, reorganisation, liquidation, bankruptcy, insolvency or other proceedings under any similar law for a period of one year and one day after all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocablethe Master Issuer Notes issued by the Master Issuer have been redeemed. (d) The Notwithstanding any other provisions of this Section 12.19 shall survive Agreement, each of the termination Agents hereby agrees to be bound by the provisions of the Master Issuer Deed of Charge and in particular confirms that no sum due under the Master Issuer Deed of Charge will be due and payable by the Master Issuer except in accordance with the Master Issuer Deed of Charge, unless and until all sums thereby required to be paid in priority thereto have been paid or discharged in full. Each of the Agents hereby undertakes with the Master Issuer Security Trustee and the Master Issuer that if, whether in the liquidation of the Master Issuer or otherwise (and notwithstanding the provisions of this AgreementClause 13), any payment is made to or amount recovered by any Agent other than in accordance with or the Master Issuer Deed of Charge, the amount so paid or recovered shall be paid by such Agent to the Master Issuer Security Trustee; provided however that this Clause 13 shall have effect only to the extent it does not create and is not deemed to create or constitute a Security Interest.

Non-Petition. (a) Each of the parties hereto (including the Equityholder and other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a12.21(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a12.21(a). (b) Each of the Borrower, the Servicer Equityholder and the Transferor Servicer further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a12.21(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a12.21(a) shall be specifically enforceable against the Borrower, the Servicer Equityholder and the TransferorServicer, and each of the Borrower, the Servicer Equityholder and the Transferor Servicer hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1912.21, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 12.21 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent Agents and the Lenders) hereby agrees Note Trustee, in relation to any fees, costs and expenses payable to the Note Trustee but without prejudice to the rights of the Note Trustee under and the provisions of, the Seventh Issuer Deed of Charge, undertakes to the Seventh Issuer that until one year and one day has elapsed since the last day on which the Seventh Issuer has discharged all of its obligations in relation to all the Seventh Issuer Notes, none of them will petition or commence proceedings for the benefit administration (including, for the avoidance of doubt, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or winding up of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or Seventh Issuer (nor join any other Person person in instituting against, such proceedings or commencement of proceedings) nor commence any legal proceedings against the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a)Seventh Issuer. (b) Each of the Borrower, the Servicer Agents and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury Note Trustee shall have recourse only to the Administrative Agent Seventh Issuer Charged Property subject always to the charges set out in the Seventh Issuer Deed of Charge and the Lenderspriority of payments set out therein. Upon final realisation of the Seventh Issuer Charged Property, (ii) none of the Administrative Agent Agents and the Lenders have no adequate remedy at law Note Trustee or any person acting on its behalf shall be entitled to take any further steps against the Seventh Issuer to recover any sums due to each of the Agents and the Note Trustee but still unpaid and all claims in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) sums due but still unpaid shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenantsextinguished. (c) The Borrower Each of the Agents hereby irrevocably appoints the Administrative Agent its true undertakes to and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection agrees with the enforcement of Seventh Issuer and the covenants provided for in this Section 12.19, including without limitation the following powers: Note Trustee that: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described only the Note Trustee may enforce the security created in clause (i) favour of the definition thereof, and Note Trustee by the Seventh Issuer Deed of Charge in accordance with its provisions; and (ii) it will not in relation to the matters contemplated in this Agreement take any steps for the purpose of recovering any sums due under this Agreement or enforcing any rights arising out of this Agreement or institute against the Seventh Issuer or join any other person in instituting against the Seventh Issuer any winding up, arrangement, reorganisation, liquidation, bankruptcy, insolvency or other proceedings under any similar law for a period of one year and one day after all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocablethe Seventh Issuer Notes issued by the Seventh Issuer have been redeemed. (d) The Notwithstanding any other provisions of this Section 12.19 shall survive Agreement, each of the termination Agents hereby agrees to be bound by the provisions of the Seventh Issuer Deed of Charge and in particular confirms that no sum due under the Seventh Issuer Deed of Charge will be due and payable by the Seventh Issuer except in accordance with the Seventh Issuer Deed of Charge, unless and until all sums thereby required to be paid in priority thereto have been paid or discharged in full and agrees that the Seventh Issuer Deed of Charge will prevail if and to the extent it is inconsistent with this CLAUSE 13. (e) Each of the Agents hereby undertakes with the Note Trustee and the Seventh Issuer that if, whether in the liquidation of the Seventh Issuer or otherwise (and notwithstanding the provisions of this AgreementCLAUSE 13), any payment is made to or amount recovered by any Agent other than in accordance with or the Seventh Issuer Deed of Charge, the amount so paid or recovered shall be paid by such Agent to the Note Trustee; provided however that this CLAUSE 13 shall have effect only to the extent it does not create and is not deemed to create or constitute a Security Interest.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent Agents and the Lenders) hereby agrees Note Trustee, in relation to any fees, costs and expenses payable to the Note Trustee but without prejudice to the rights of the Note Trustee under and the provisions of, the Eighth Issuer Deed of Charge, undertakes to the Eighth Issuer that until one year and one day has elapsed since the last day on which the Eighth Issuer has discharged all of its obligations in relation to all the Eighth Issuer Notes, none of them will petition or commence proceedings for the benefit administration (including, for the avoidance of doubt, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or winding up of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or Eighth Issuer (nor join any other Person person in instituting against, such proceedings or commencement of proceedings) nor commence any legal proceedings against the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a)Eighth Issuer. (b) Each of the Borrower, the Servicer Agents and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury Note Trustee shall have recourse only to the Administrative Agent Eighth Issuer Charged Property subject always to the charges set out in the Eighth Issuer Deed of Charge and the Lenderspriority of payments set out therein. Upon final realisation of the Eighth Issuer Charged Property, (ii) none of the Administrative Agent Agents and the Lenders have no adequate remedy at law Note Trustee or any person acting on its behalf shall be entitled to take any further steps against the Eighth Issuer to recover any sums due to each of the Agents and the Note Trustee but still unpaid and all claims in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) sums due but still unpaid shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenantsextinguished. (c) The Borrower Each of the Agents hereby irrevocably appoints the Administrative Agent its true undertakes to and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection agrees with the enforcement of Eighth Issuer and the covenants provided for in this Section 12.19, including without limitation the following powers: Note Trustee that: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described only the Note Trustee may enforce the security created in clause (i) favour of the definition thereof, and Note Trustee by the Eighth Issuer Deed of Charge in accordance with its provisions; and (ii) it will not in relation to the matters contemplated in this Agreement take any steps for the purpose of recovering any sums due under this Agreement or enforcing any rights arising out of this Agreement or institute against the Eighth Issuer or join any other person in instituting against the Eighth Issuer any winding up, arrangement, reorganisation, liquidation, bankruptcy, insolvency or other proceedings under any similar law for a period of one year and one day after all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocablethe Eighth Issuer Notes issued by the Eighth Issuer have been redeemed. (d) The Notwithstanding any other provisions of this Section 12.19 shall survive Agreement, each of the termination Agents hereby agrees to be bound by the provisions of the Eighth Issuer Deed of Charge and in particular confirms that no sum due under the Eighth Issuer Deed of Charge will be due and payable by the Eighth Issuer except in accordance with the Eighth Issuer Deed of Charge, unless and until all sums thereby required to be paid in priority thereto have been paid or discharged in full and agrees that the Eighth Issuer Deed of Charge will prevail if and to the extent it is inconsistent with this CLAUSE 13. (e) Each of the Agents hereby undertakes with the Note Trustee and the Eighth Issuer that if, whether in the liquidation of the Eighth Issuer or otherwise (and notwithstanding the provisions of this AgreementCLAUSE 13), any payment is made to or amount recovered by any Agent other than in accordance with or the Eighth Issuer Deed of Charge, the amount so paid or recovered shall be paid by such Agent to the Note Trustee; provided however that this CLAUSE 13 shall have effect only to the extent it does not create and is not deemed to create or constitute a Security Interest.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent Agents and the Lenders) hereby agrees Note Trustee, in relation to any fees, costs and expenses payable to the Note Trustee but without prejudice to the rights of the Note Trustee under and the provisions of, the Sixth Issuer Deed of Charge, undertakes to the Sixth Issuer that until one year and one day has elapsed since the last day on which the Sixth Issuer has discharged all of its obligations in relation to all the Sixth Issuer Notes, none of them will petition or commence proceedings for the benefit administration (including, for the avoidance of doubt, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or winding up of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or Sixth Issuer (nor join any other Person person in instituting against, such proceedings or commencement of proceedings) nor commence any legal proceedings against the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a)Sixth Issuer. (b) Each of the Borrower, the Servicer Agents and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury Note Trustee shall have recourse only to the Administrative Agent Sixth Issuer Charged Property subject always to the charges set out in the Sixth Issuer Deed of Charge and the Lenderspriority of payments set out therein. Upon final realisation of the Sixth Issuer Charged Property, (ii) none of the Administrative Agent Agents and the Lenders have no adequate remedy at law Note Trustee or any person acting on its behalf shall be entitled to take any further steps against the Sixth Issuer to recover any sums due to each of the Agents and the Note Trustee but still unpaid and all claims in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) sums due but still unpaid shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenantsextinguished. (c) The Borrower Each of the Agents hereby irrevocably appoints the Administrative Agent its true undertakes to and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection agrees with the enforcement of Sixth Issuer and the covenants provided for in this Section 12.19, including without limitation the following powers: Note Trustee that: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described only the Note Trustee may enforce the security created in clause (i) favour of the definition thereof, and Note Trustee by the Sixth Issuer Deed of Charge in accordance with its provisions; and (ii) it will not in relation to the matters contemplated in this Agreement take any steps for the purpose of recovering any sums due under this Agreement or enforcing any rights arising out of this Agreement or institute against the Sixth Issuer or join any other person in instituting against the Sixth Issuer any winding up, arrangement, reorganisation, liquidation, bankruptcy, insolvency or other proceedings under any similar law for a period of one year and one day after all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocablethe Sixth Issuer Notes issued by the Sixth Issuer have been redeemed. (d) The Notwithstanding any other provisions of this Section 12.19 shall survive Agreement, each of the termination Agents hereby agrees to be bound by the provisions of the Sixth Issuer Deed of Charge and in particular confirms that no sum due under the Sixth Issuer Deed of Charge will be due and payable by the Sixth Issuer except in accordance with the Sixth Issuer Deed of Charge, unless and until all sums thereby required to be paid in priority thereto have been paid or discharged in full and agrees that the Sixth Issuer Deed of Charge will prevail if and to the extent it is inconsistent with this CLAUSE 13. (e) Each of the Agents hereby undertakes with the Note Trustee and the Sixth Issuer that if, whether in the liquidation of the Sixth Issuer or otherwise (and notwithstanding the provisions of this AgreementCLAUSE 13), any payment is made to or amount recovered by any Agent other than in accordance with or the Sixth Issuer Deed of Charge, the amount so paid or recovered shall be paid by such Agent to the Note Trustee; provided however that this CLAUSE 13 shall have effect only to the extent it does not create and is not deemed to create or constitute a Security Interest.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees to the fullest extent permitted under applicable law for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower or any Tax Subsidiary any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will would cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders may have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer Manager and the Transferor Fund further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer Manager and the TransferorFund, and each of the Borrower, the Servicer Manager and the Transferor Fund hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent Agents and the Lenders) hereby agrees Ninth Issuer Security Trustee, in relation to any fees, costs and expenses payable to the Ninth Issuer Security Trustee but without prejudice to the rights of the Ninth Issuer Security Trustee under and the provisions of, the Ninth Issuer Deed of Charge, undertakes to the Ninth Issuer that until one year and one day has elapsed since the last day on which the Ninth Issuer has discharged all of its obligations in relation to all the Ninth Issuer Notes, none of them will petition or commence proceedings for the benefit administration or winding-up of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or Ninth Issuer (nor join any other Person person in instituting against, such proceedings or commencement of proceedings) nor commence any legal proceedings against the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a)Ninth Issuer. (b) Each of the Borrower, the Servicer Agents and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury Ninth Issuer Security Trustee shall have recourse only to the Administrative Agent Ninth Issuer Charged Property subject always to the charges set out in the Ninth Issuer Deed of Charge and the Lenderspriority of payments set out therein. Upon final realisation of the Ninth Issuer Charged Property, (ii) none of the Administrative Agent Agents and the Lenders have no adequate remedy at law Ninth Issuer Security Trustee or any person acting on its behalf shall be entitled to take any further steps against the Ninth Issuer to recover any sums due to each of the Agents and the Ninth Issuer Security Trustee but still unpaid and all claims in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) sums due but still unpaid shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenantsextinguished. (c) The Borrower Each of the Agents hereby irrevocably appoints the Administrative Agent its true covenants and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection agrees with the enforcement of Ninth Issuer and the covenants provided for in this Section 12.19, including without limitation the following powers: Ninth Issuer Security Trustee that: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described only the Ninth Issuer Security Trustee may enforce the security created in clause (i) favour of the definition thereof, and Ninth Issuer Security Trustee by the Ninth Issuer Deed of Charge in accordance with its provisions; and (ii) it will not in relation to the matters contemplated in this Agreement take any steps for the purpose of recovering any sums due under this Agreement or enforcing any rights arising out of this Agreement or institute against the Ninth Issuer or join any other person in instituting against the Ninth Issuer any winding-up, arrangement, reorganisation, liquidation, bankruptcy, insolvency or other proceedings under any similar law for a period of one year and one day after all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocablethe Ninth Issuer Notes issued by the Ninth Issuer have been redeemed. (d) The Notwithstanding any other provisions of this Section 12.19 shall survive Agreement, each of the termination Agents hereby agrees to be bound by the provisions of the Ninth Issuer Deed of Charge and in particular confirms that no sum due under the Ninth Issuer Deed of Charge will be due and payable by the Ninth Issuer except in accordance with the Ninth Issuer Deed of Charge, unless and until all sums thereby required to be paid in priority thereto have been paid or discharged in full. (e) Each of the Agents hereby undertakes with the Ninth Issuer Security Trustee and the Ninth Issuer that if, whether in the liquidation of the Ninth Issuer or otherwise (and notwithstanding the provisions of this AgreementClause 13), any payment is made to or amount recovered by any Agent other than in accordance with or the Ninth Issuer Deed of Charge, the amount so paid or recovered shall be paid by such Agent to the Ninth Issuer Security Trustee; provided however that this Clause 13 shall have effect only to the extent it does not create and is not deemed to create or constitute a Security Interest.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute institute, or cause to be instituted, against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, year and one (1) day since the Collection Datepayment in full of all Borrower Obligations and all Indebtedness incurred herein. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a10.21(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders Lender having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a10.21(a). (b) Each of the Borrower, the Servicer and the Transferor Guarantor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a10.21(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a10.21(a) shall be specifically enforceable against the Borrower, the Servicer and the TransferorGuarantor, and each of the Borrower, the Servicer and the Transferor Guarantor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1910.21, including without limitation the following powers: powers (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, thereof and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) Nothing in this Section 10.21 shall preclude, or be deemed to estop, the Administrative Agent or any Lender (i) from taking any action prior to the expiration of the aforementioned period in (1) any case or proceeding voluntarily filed or commenced by (2) any involuntary bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding instituted by a Person other than the Administrative Agent or any Lender and which the Administrative Agent or any Lender did not join in the institution of, or (ii) from commencing against the Borrower or any of their respective properties any legal action which is not a Bankruptcy Proceeding. (e) The provisions of this Section 12.19 10.21 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will 12.19(a)will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall 12.19(a)shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall 12.19shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than including for the avoidance of doubt, the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders Borrower that it will not institute against, or join any other Person in instituting against, the Borrower or any Bankruptcy Blocker Subsidiary any Insolvency Proceeding so long as there shall not have elapsed for at least one year (1) yearor, or if longer, the applicable preference period then in effect, ) and one day after the later to occur of (1i) day since the Collection Datepayment in full of all Obligations due and payable and (ii) if a Securitization has taken place, the payment in full of any notes issued pursuant to such Securitization. The Subject to the availability of funds under the Priority of Payments, the Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Insolvency Proceeding commenced by any Person in violation of this Section 12.19(a)12.18(a) or otherwise. The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Insolvency Proceeding to enforce each and every covenant contained in this Section 12.19(a12.18(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1912.18, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Insolvency Proceeding relating to a Bankruptcy Insolvency Event described in clause (i) of the definition thereof, thereof and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (dc) The provisions of this Section 12.19 shall 12.18 will survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees to the fullest extent permitted under applicable law for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower or any Tax Subsidiary any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will would cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders may have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.. USActive 55125247.5 187

Non-Petition. (a) Each The Holders of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees each Class of Securities agree, for the benefit of all Holders, not to cause the Borrowerfiling of a petition in bankruptcy against the Issuer, the Administrative Agent and Co-Issuer or any Tax Subsidiary prior to the Lenders that it will not institute againstdate which is one year (or, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then period) plus one day after the payment in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation full of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a)all Notes. (b) Each In the event one or more Holders or beneficial owners of Notes cause the filing of a petition in bankruptcy against the Issuer in violation of the Borroweragreement in clause (a), the Servicer such 126 Holder or beneficial owner will be deemed to acknowledge and the Transferor further agrees agree that (i) a breach any claim that such Holder or beneficial owner has against the Issuer or with respect to any Assets (including any proceeds thereof) will, notwithstanding anything to the contrary in the Priority of Payments, be fully subordinate in right of payment to the claims of each Holder and beneficial owner of any Secured Note that does not cause such filing, with such subordination being effective until each Secured Note held by each Holder or beneficial owner of their respective covenants contained any Secured Note that does not cause such filing is paid in Section 12.19(a) will cause irreparable injury full in accordance with the Priority of Payments (after giving effect to the Administrative Agent and the Lenderssuch subordination), (ii) it will promptly return or cause all amounts received by it following the Administrative Agent and the Lenders have no adequate remedy at law in respect filing of such breach, petition to be returned to the Issuer and (iii) each it will take all necessary action to give effect to the Bankruptcy Subordination Agreement. The agreement set forth in the immediately preceding sentence constitutes the “Bankruptcy Subordination Agreement” and every covenant contained in any Class of Secured Notes of any Holder or beneficial owner who caused such subordination will be referred to herein as the “Bankruptcy Subordinated Class.” The Bankruptcy Subordination Agreement will constitute a “subordination agreement” within the meaning of Section 12.19(a510(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the BorrowerU.S. Bankruptcy Code (Title 11 of the United States Code, as amended from time to time (or any successor statute)). Each Distribution Report prepared by or on behalf of the Servicer Issuer following any such filing will distinguish between payments on Bankruptcy Subordinated Classes to Holders or beneficial owners whose payments are and are not subordinated pursuant to the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenantsBankruptcy Subordination Agreement. (c) The Borrower hereby irrevocably appoints Any Holder or beneficial owner of a Note, any Tax Subsidiary or either of the Administrative Agent its true Co- Issuers may seek and lawful attorney obtain specific performance of the Bankruptcy Subordination Agreement (with full power of substitution) in its nameincluding injunctive relief), place and stead and at its expenseincluding, without limitation, in connection with the enforcement of the covenants provided for in this Section 12.19any bankruptcy, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereofreorganization, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocablearrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a11.16(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a11.16(a). (b) Each of the Borrower, the Servicer Borrower and the Transferor Portfolio Manager further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a11.16(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a11.16(a) shall be specifically enforceable against the Borrower, the Servicer Borrower and the TransferorPortfolio Manager, and each of the Borrower, the Servicer Borrower and the Transferor Portfolio Manager hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1911.16, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 11.16 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.and

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding or file a voluntary bankruptcy petition under the Bankruptcy Code with respect to the Borrower so long as there shall not have elapsed one year (1) year, or if longer, the applicable such longer preference period as shall then be in effect, ) and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a11.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and each of the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a11.19(a). (b) Each of the Borrower, the Servicer Borrower and the Transferor Collateral Manager further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a11.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a11.19(a) shall be specifically enforceable against the Borrower, the Servicer Borrower and the TransferorCollateral Manager, and each of the Borrower, the Servicer Borrower and the Transferor Collateral Manager hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1911.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 11.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable.. |US-DOCS\148390876.14|| (d) The provisions of this Section 12.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than including for the avoidance of doubt, the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders Borrower Parties that it will not institute against, or join any other Person in instituting againstagainst any Borrower Party any Insolvency Proceeding for at least one year (or, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, ) and one day after the later to occur of (1i) day since the Collection Datepayment in full of all Obligations due and payable and (ii) if an Approved Securitization has taken place, the payment in full of any notes issued pursuant to such Approved Securitization. The Subject to the availability of funds under the Priority of Payments, any Borrower Party shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Insolvency Proceeding commenced by any Person in violation of this Section 12.19(a)12.18(a) or otherwise. The Each Borrower hereby Party expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Insolvency Proceeding to enforce each and every covenant contained in this Section 12.19(a12.18(a). (b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby Party irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1912.18, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Insolvency Proceeding relating to a Bankruptcy an Insolvency Event described in clause (i) of the definition thereof, thereof and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (dc) The provisions of this Section 12.19 shall 12.18 will survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Facility Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding or file a voluntary bankruptcy petition under the Bankruptcy Code with respect to the Borrower so long as there shall not have elapsed one year (1) year, or if longer, the applicable such longer preference period as shall then be in effect, ) and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a11.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, the Facility Agent and each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a11.19(a). (b) Each of the Borrower, Borrower and the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a11.19(a) will cause irreparable injury to the Administrative Facility Agent and the Lenders, (ii) the Administrative Facility Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a11.19(a) shall be specifically enforceable against the Borrower, the Servicer Borrower and the TransferorServicer, and each of the Borrower, Borrower and the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Facility Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1911.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 11.19 shall survive the termination of this Agreement.

Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Facility Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding or file a voluntary bankruptcy petition under the Bankruptcy Code with respect to the Borrower so long as there shall not have elapsed one year (1) year, or if longer, the applicable such longer preference period as shall then be in effect, ) and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a11.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, the Facility Agent and each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a11.19(a). (b) Each of the Borrower, Borrower and the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a11.19(a) will cause irreparable injury to the Administrative Facility Agent and the Lenders, (ii) the Administrative Facility Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a11.19(a) shall be specifically enforceable against the Borrower, the Servicer Borrower and the TransferorServicer, and each of the Borrower, Borrower and the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants. (c) The Borrower hereby irrevocably appoints the Administrative Facility Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.1911.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy -164- Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable. (d) The provisions of this Section 12.19 11.19 shall survive the termination of this Agreement.