Common use of NON-PETITION AND LIMITED RECOURSE Clause in Contracts

NON-PETITION AND LIMITED RECOURSE. 7.1 Each of the parties hereto hereby agrees that it shall not institute against any of the SPV Companies any winding-up, administration, insolvency or similar proceedings in any jurisdiction for so long as any sum is outstanding under the Notes of any Issuer or for two years plus one day since the last day on which any such sum was outstanding. 7.2 Each of the parties hereto agrees that notwithstanding any other provision of this Agreement or any other Transaction Document: (a) in relation to GPCH and/or Holdings, any amount payable by GPCH or Holdings to any other party to this Agreement under this Agreement shall only be payable to the extent that GPCH or, as the case may be, Holdings has sufficient funds to pay such amount on such date; and (b) in relation to the Current Issuer: (i) only the Note Trustee may enforce the security created in favour of the Note Trustee under the Current Issuer Deed of Charge in accordance with the provisions thereof; (ii) no sum due or owing to any party to this Agreement from or by the Current Issuer under this Agreement shall be payable by the Current Issuer except to the extent that the Current Issuer has sufficient funds available or (following enforcement of the Current Issuer Security) the Note Trustee has realised sufficient funds from the Current Issuer Security to pay such sum subject to and in accordance with the relevant Current Issuer Priority of Payments and provided that all liabilities of the Current Issuer required to be paid in priority thereto or pari passu therewith pursuant to such Current Issuer Priority of Payments have been paid, discharged and/or otherwise provided for in full; and (iii) it shall not take any steps for the purpose of recovering any amount payable by the Current Issuer or enforcing any rights arising out of this Agreement against the Current Issuer otherwise than in accordance with the Current Issuer Deed of Charge. 7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall prevail in the event that and to the extent that they conflict with the provisions of this Clause 7.

NON-PETITION AND LIMITED RECOURSE. 7.1 Each of the parties hereto hereby agrees that it shall not institute against any of the SPV Companies any winding-up, administration, insolvency or similar proceedings in any jurisdiction for so long as any sum is outstanding under the Notes of any Issuer or for two years plus one day since the last day on which any such sum was outstanding. 7.2 Each of the parties hereto agrees that notwithstanding any other provision of this Agreement or any other Transaction Document: (a) in relation to GPCH and/or Holdings, any amount payable by GPCH or Holdings to any other party to this Agreement under this Agreement shall only be payable to the extent that GPCH or, as the case may be, Holdings has sufficient funds to pay such amount on such date; and (b) in relation to the Current Issuer: (i) only the Note Trustee may enforce the security created in favour of the Note Trustee under the Current Issuer Deed of Charge in accordance with the provisions thereof; (ii) no sum due or owing to any party to this Agreement from or by the Current Issuer under this Agreement shall be payable by the Current Issuer except to the extent that the Current Issuer has sufficient funds available or (following enforcement of the Current Issuer Security) the Note Trustee has realised sufficient funds from the Current Issuer Security to pay such sum subject to and in accordance with the relevant Current Issuer Priority of Payments and provided that all liabilities of the Current Issuer required to be paid in priority thereto or pari passu PARI PASSU therewith pursuant to such Current Issuer Priority of Payments have been paid, discharged and/or otherwise provided for in full; and (iii) it shall not take any steps for the purpose of recovering any amount payable by the Current Issuer or enforcing any rights arising out of this Agreement against the Current Issuer otherwise than in accordance with the Current Issuer Deed of Charge. 7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall prevail in the event that and to the extent that they conflict with the provisions of this Clause 7.

NON-PETITION AND LIMITED RECOURSE. 7.1 10.1 No party to this Agreement shall be entitled to institute any Insolvency Event directly against the Issuer to enforce the Security. Each party to this Agreement agrees with and acknowledges to the Issuer that: (a) none of the parties to this Agreement are entitled, otherwise than as permitted by the Transaction Documents, to direct the Security Trustee to enforce the Security or take any proceedings against the Issuer to enforce the Security; (b) none of the parties to this Agreement shall have the right to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to any of such parties; (c) none of the parties to this Agreement nor any person on their behalf shall initiate or join any person in initiating any insolvency or examinership or similar proceedings in relation to the Issuer or the appointment of an insolvency official in relation to the Issuer other than a Receiver appointed under the Principal Trust Deed; and (d) none of the parties to this Agreement shall be entitled to take or join in the taking of any corporate action, legal proceedings or other procedure or step which would result in the applicable Priorities of Payments not being complied with (except where expressly provided in a Transaction Document), unless the Security Trustee, having become bound to enforce the performance of any of the Conditions or any of the provisions of the Transaction Documents and/or to take any other proceedings, fails to do so within 60 days or is unable to do so, and such failure or inability is continuing save for lodging a claim in the liquidation of the Issuer which is initiated by another non-Transaction Party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer in relation thereto. 10.2 Notwithstanding anything to the contrary herein or in any other Transaction Document, each of the parties to this Agreement (other than the Issuer) hereby acknowledges and agrees that, if the net proceeds of realisation of the Security constituted by the Security Documents are less than the aggregate amount payable by the Issuer in respect of its claims, debts, liabilities and obligations pursuant to the Transaction Documents (such negative amount being referred to herein as a "Shortfall"), the amount payable by the Issuer in respect of its claims, debts, liabilities and obligations pursuant to the Transaction Documents shall be reduced to such amount of the net proceeds as shall be applied in accordance with the applicable Priority of Payment, and such parties shall not (directly or indirectly) be entitled to take any further steps against the Issuer to recover such Shortfall, which shall cease to be due and payable by the Issuer. 10.3 Each of the parties hereto hereby (excluding the Issuer) agrees that it shall not will not, in relation to any Series of Notes, institute against the Issuer or join any of other person in instituting against the SPV Companies Issuer any winding-upup arrangement, administrationre-organisation, liquidation, bankruptcy, insolvency or other proceedings under any similar proceedings in any jurisdiction law for so long as any sum is outstanding under the Notes of any Issuer Series are outstanding or for two years one year plus one day since after the last day latest date on which any such sum was outstandingNote of any Series is due to mature. 7.2 Each of the parties hereto agrees that notwithstanding any other provision of this Agreement or any other Transaction Document: (a) in relation to GPCH and/or Holdings, any amount payable by GPCH or Holdings to any other party to this Agreement under this Agreement shall only be payable to the extent that GPCH or, as the case may be, Holdings has sufficient funds to pay such amount on such date; and (b) in relation to the Current Issuer: (i) only the Note Trustee may enforce the security created in favour of the Note Trustee under the Current Issuer Deed of Charge in accordance with the provisions thereof; (ii) no sum due or owing to any party to this Agreement from or by the Current Issuer under this Agreement shall be payable by the Current Issuer except to the extent that the Current Issuer has sufficient funds available or (following enforcement of the Current Issuer Security) the Note Trustee has realised sufficient funds from the Current Issuer Security to pay such sum subject to and in accordance with the relevant Current Issuer Priority of Payments and provided that all liabilities of the Current Issuer required to be paid in priority thereto or pari passu therewith pursuant to such Current Issuer Priority of Payments have been paid, discharged and/or otherwise provided for in full; and (iii) it shall not take any steps for the purpose of recovering any amount payable by the Current Issuer or enforcing any rights arising out of this Agreement against the Current Issuer otherwise than in accordance with the Current Issuer Deed of Charge. 7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall prevail in the event that and to the extent that they conflict with the provisions of this Clause 7.

NON-PETITION AND LIMITED RECOURSE. 7.1 Each No Noteholder, no Secured Creditor nor any Security Beneficiary in respect of any Series may (at any time, whether prior to or after the realisation of the parties hereto hereby agrees that it shall not Secured Property): (a) institute against, or join any person in instituting against the Issuer any of the SPV Companies any windingbankruptcy, winding up, re-uporganisation, arrangement, administration, insolvency insolvency, liquidation proceeding or other proceeding under any similar proceedings law (but, for the avoidance of doubt, without prejudice to its ability to appoint a Receiver pursuant to the terms of the Note Trust Deed as supplemented by the relevant Note Trust Deed Supplement in relation to such Series) nor shall any jurisdiction for so long as of them have any sum is outstanding under the Notes claim in priority in respect of any Issuer such sums over or for two years plus one day since the last day on which in respect of any such sum was outstanding. 7.2 Each assets of the parties hereto Issuer which comprise Secured Property secured only for any other Series; or (b) have any recourse, in respect of any obligation, covenant or agreement of the Issuer, against any shareholder, officer, agent, or director of the Issuer. Each Transaction Party (other than the Issuer) agrees with the Issuer that notwithstanding any other provision of this Agreement or any Document, all obligations of the Issuer to such Transaction Party other Transaction Document: (a) than any obligations of the Issuer to make any payments in relation to GPCH and/or Holdings, respect of any amount payable by GPCH or Holdings to any other party to this Agreement under this Agreement shall only be payable to Note Series in accordance with the extent that GPCH or, Conditions are limited in recourse as the case may be, Holdings has sufficient funds to pay such amount on such date; and (b) in relation to the Current Issuerset out below: (i) only the Note Trustee may Trustee, any Noteholders, the Secured Creditors and the Security Beneficiaries of any Series will not be entitled to enforce the security created in favour any obligations of the Note Trustee under Issuer against any assets of the Current Issuer Deed of Charge other than those comprised in accordance with the provisions thereofSecurity; (ii) no sum due or owing sums payable to any party such Transaction Party in respect of the Issuer's obligations to this Agreement from or by the Current Issuer under this Agreement such Transaction Party shall be limited to the lesser of (A) the aggregate amount of all sums due and payable to such Transaction Party and (B) the aggregate amounts received, realised or otherwise recovered by or for the account of the Issuer in respect of the Secured Property whether pursuant to enforcement of the Security or otherwise, net of any sums which are payable by the Current Issuer except to the extent that the Current Issuer has sufficient funds available or (following enforcement of the Current Issuer Security) the Note Trustee has realised sufficient funds from the Current Issuer Security to pay such sum subject to and in accordance with the priority of payments (as specified in the Note Trust Deed and each relevant Current Issuer Priority of Payments Note Trust Deed Supplement (prior to any Enforcement Notice) and provided that all liabilities of in the Current Issuer required to be paid Conditions (after any Enforcement Notice)) in priority thereto to or pari passu therewith pursuant with sums payable to such Current Issuer Priority of Payments have been paid, discharged and/or otherwise provided for in fullTransaction Party; and (iii) upon the Note Trustee giving written notice to the relevant Transaction Parties that it has determined in its sole opinion that there is no reasonable likelihood of there being any further realisations in respect of the Secured Property (whether arising from an enforcement of the Security or otherwise) which would be available to pay unpaid amounts outstanding under the relevant Documents, the relevant Transaction Party shall not take have no further claim against the Issuer in respect of any steps for such unpaid amounts and such unpaid amounts shall be discharged in full. (iv) notwithstanding any other clause or provision in the purpose Documents or Transaction Documents (as such term is defined in the Master Framework Agreement), no provision in any Document or Transaction Document (as such term is defined in the Master Framework Agreement) other than Condition 21 shall limit or in any way reduce the amount of recovering any amount interest payable by the Current Issuer or enforcing under any rights arising out of this Agreement against the Current Issuer otherwise than in accordance with the Current Issuer Deed of ChargeNote. 7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall prevail in the event that and to the extent that they conflict with the provisions of this Clause 7.

NON-PETITION AND LIMITED RECOURSE. 7.1 8.1 Each of the parties hereto hereby agrees that it shall not institute against Funding 2 or any of the SPV Companies any winding-up, administration, insolvency or similar proceedings in any jurisdiction for so long as any sum is outstanding under the Notes of the Master Issuer or any Funding Issuer or for two years plus one day since the last day on which any such sum was outstanding. 7.2 8.2 Each of the parties hereto agrees that notwithstanding any other provision of this Agreement or any other Transaction Document: (a) in relation to GPCH and/or Holdings, any amount payable by GPCH or Holdings to any other party to this Agreement under this Agreement shall only be payable to the extent that GPCH or, as the case may be, Holdings has sufficient funds to pay such amount on such date; and (b) in relation to the Current Master Issuer: (i) only the Note Issuer Security Trustee may enforce the security created in favour of the Note Issuer Security Trustee under the Current Issuer Deed of Charge in accordance with the provisions thereof; (ii) no sum due or owing to any party to this Agreement from or by the Current Master Issuer under this Agreement shall be payable by the Current Master Issuer except to the extent that the Current Master Issuer has sufficient funds available or (following enforcement of the Current Issuer Security) the Note Trustee has realised sufficient funds from the Current Issuer Security to pay such sum subject to and in accordance with the relevant Current Issuer Priority of Payments and provided that all liabilities of the Current Master Issuer required to be paid in priority thereto or pari passu therewith pursuant to such Current Issuer Priority of Payments have been paid, discharged and/or otherwise provided for in full; and (iii) it shall not take any steps for the purpose of recovering any amount payable by the Current Master Issuer or enforcing any rights arising out of this Agreement against the Current Master Issuer otherwise than in accordance with the Current Issuer Deed of Charge; and (c) in relation to Funding 2: (i) only the Funding 2 Security Trustee may enforce the security created in favour of the Funding 2 Security Trustee under the Funding 2 Deed of Charge in accordance with the provisions thereof; (ii) no sum due or owing to any party to this Agreement from or by Funding 2 under this Agreement shall be payable by Funding 2 except to the extent that Funding 2 has sufficient funds available or (following enforcement of the Funding 2 Security) the Funding 2 Security Trustee has realised sufficient funds from the Funding 2 Security to pay such sum subject to and in accordance with the relevant Funding 2 Priority of Payments and provided that all liabilities of Funding 2 required to be paid in priority thereto or pari passu therewith pursuant to such Funding 2 Priority of Payments have been paid, discharged and/or otherwise provided for in full; and (iii) it shall not take any steps for the purpose of recovering any amount payable by Funding 2 or enforcing any rights arising out of this Agreement against the Funding 2 otherwise than in accordance with the Funding 2 Deed of Charge. 7.3 8.3 The provisions of Clause 6 of the Current Issuer Deed of Charge and the Funding 2 Deed of Charge shall prevail in the event that and to the extent that they conflict with the provisions of this Clause 78.