Common use of Nonpetition Covenants Clause in Contracts

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor Seller shall not, prior to the date which that is one year and one day after the termination of this Agreement Agreement, with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. The foregoing shall not limit the right of the Servicer and the Seller to file any claim in or otherwise take any action with respect to any such insolvency proceeding that was instituted against the Issuing Entity by any Person other than the Servicer or the Seller. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, Servicer shall not, prior to the date which that is one year and one day after the termination of this Agreement Agreement, with respect to the DepositorSeller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller under any federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Seller. The foregoing shall not limit the event right of the Servicer to file any claim in or otherwise take any action with respect to any such insolvency proceeding that was instituted against the Seller by any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeServicer.

Nonpetition Covenants. (a) Notwithstanding To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the Servicer and provisions of Section 4.5, the Depositor Certificateholder shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing EntityTrust, acquiesce, petition or otherwise invoke or cause the Issuing Entity Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Trust under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Trust or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityTrust. (b) Notwithstanding To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the Servicerprovisions of Section 4.5, solely in its capacity as a creditor of the Depositor, Owner Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement Agreement, with respect to the DepositorTrust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor Trust under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorTrust. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal Federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, Servicer shall not, prior to the date which is one year and one day after there has been paid in full all debt issued by any securitization vehicle in respect of which the termination of this Agreement with respect to the DepositorSeller holds any interest, acquiesce, petition or otherwise invoke invoke, or cause the Seller to invoke, the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller under any federal Federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorSeller. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Depositor by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer, the Trust and Indenture Trustee or the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Issuer by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer or the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityIssuer or the Master Trust, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer or the Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer or the Master Trust under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorIssuer or the Master Trust; provided, however, that this subsection 6.12(a) shall not operate to preclude any remedy described in Article V of the Indenture. (cb) In Notwithstanding any prior termination of this Agreement, the event that Issuer shall not at any Person (other than time with respect to the Depositor) is deemedMaster Trust, under applicable law by acquiesce, petition or otherwise invoke or cause the Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other authority of competent jurisdiction, to have an interest in any assets similar official of the Depositor Master Trust or any Affiliate substantial part of its property, or ordering the winding up or liquidation of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets affairs of the Trust and the Trust Estate onlyMaster Trust; provided, (iihowever, that this subsection 6.12(b) such Person’s claim against shall not operate to preclude any other assets shall be, and hereby is, subject and subordinate remedy described in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) Article V of the Bankruptcy CodeIndenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Indenture Trustee, the Indenture Administrator and the Depositor Owner Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee and the Indenture Administrator to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Depositor or the Owner Trustee. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Issuer and the Owner Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Issuer and the Owner Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Issuer by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer or the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeOwner Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Seller, the Administrator, the Owner Trustee, the Delaware Trustee and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing EntityIssuer, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. (b) Notwithstanding any prior termination of this Agreement, the ServicerIssuer, solely in its capacity as a creditor of the DepositorAdministrator, the Owner Trustee, the Delaware Trustee and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the DepositorSeller, acquiesce, petition or otherwise invoke or cause the Seller or the General Partner to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller or the General Partner under any federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or the General Partner or any substantial part of its their respective property, or ordering the winding up or liquidation of the affairs of the DepositorSeller or the General Partner. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreementthese Master Sale Terms, the Servicer Seller and the Depositor Interim Eligible Lender Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entity, not acquiesce, petition or otherwise invoke or cause the Issuing Entity Purchaser to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Purchaser under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Purchaser or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Purchaser; provided, however, nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim or otherwise participating in any such action or proceeding. Notwithstanding any prior termination of this Agreementthese Master Sale Terms, the Servicer, solely in its capacity as a creditor of Eligible Lender Trustee and the Depositor, Purchaser shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, not acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Seller; provided, however, nothing herein shall be deemed to prohibit the event that any Person (other than the Depositor) is deemed, under applicable law by any court Interim Eligible Lender Trustee from filing a claim or other authority of competent jurisdiction, to have an interest otherwise participating in any assets of the Depositor such action or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Codeproceeding.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Seller, the Owner Trustee and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing EntityIssuer, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorIssuer, the Owner Trustee and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the DepositorSeller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorSeller. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Depositor by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer, the Trust and Indenture Trustee or the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Depositor, the Administrator, the Owner Trustee and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination payment of this Agreement with respect to the Issuing EntityNotes in full, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the ServicerIssuing Entity, solely in its capacity as a creditor of the DepositorAdministrator, the Owner Trustee and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination payment of this Agreement with respect to the DepositorNotes in full, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Depositor, the Owner Trustee, the Securities Intermediary, and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorIssuing Entity, the Owner Trustee, the Securities Intermediary, and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity.Issuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee or the Depositor. Administration Agreement (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Issuer by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer or the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than Administration Agreement the Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Depositor by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer, the Trust and Indenture Trustee or the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Master Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entityat any time, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state State bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Master Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Master Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Master Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositorat any time, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Master Servicer, the Administrator, the Indenture Trustee, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Depositor by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Master Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Indenture Trustee, the Trust and Issuer or the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Master Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Master Servicer, the Administrator, the Eligible Lender Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Master Servicer, the Administrator, the Eligible Lender Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Master Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Issuer and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Master Servicer, the Administrator, the Issuer and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Issuer by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Master Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer or the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor Seller shall not, prior to the date which is one year and one day after the termination payment in full of this Agreement with all obligations of each Bankruptcy Remote Party in respect to the Issuing Entityof all securities issued 64 (Nissan 2014-A Sale and Servicing Agreement) by any Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity such Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor such Bankruptcy Remote Party or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositorsuch Bankruptcy Remote Party. (cb) In Notwithstanding any prior termination of this Agreement, each of the event Servicer and the Owner Trustee (not in its individual capacity but solely as Owner Trustee), prior to the date which is one year and one day after the Notes are paid in full, covenants and agrees that it will not at any Person (other than the Depositor) is deemedtime file, under applicable law by join in any court filing of, or cooperate with or encourage others to file any bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or other authority of competent jurisdictionproceeding against the Seller under any federal or state bankruptcy, to have an interest in any assets insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any Affiliate substantial part of its property, or ordering the winding up or liquidation of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets affairs of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeSeller.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, none of the Servicer and Transferor, the Depositor shall notServicer, the Owner Trustee, or the Indenture Trustee shall, prior to the date which is one year and one day after the termination of this Agreement Agreement, with respect to the Issuing Entity, Issuer acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or other similar law, law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorIssuer; provided, however, that this subsection 9.16(a) shall not operate to preclude any remedy described in Article V of the Indenture. (cb) In Notwithstanding any prior termination of this Agreement, none of the event that any Person (other than Trust, the Depositor) Servicer, the Owner Trustee, or the Indenture Trustee shall, prior to the date which is deemedone year and one day after the termination of this Agreement, under applicable law by with respect to the Issuer acquiesce, petition or otherwise invoke or cause the Transferor to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Transferor under any federal or state bankruptcy, insolvency or other authority of competent jurisdictionsimilar law now or hereafter in effect or appointing a receiver, to have an interest in any assets conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Transferor or any Affiliate substantial part of its property, or ordering the winding up or liquidation of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets affairs of the Trust and the Trust Estate onlyTransferor; provided, (iihowever, that this subsection 9.16(b) such Person’s claim against shall not operate to preclude any other assets shall be, and hereby is, subject and subordinate remedy described in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) Article V of the Bankruptcy CodeIndenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after payment in full of the termination of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Trustee, the Indenture Trustee, or the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Trustee, the Indenture Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Issuer, the Trustee and the Indenture Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Issuer, the Indenture Trustee and the Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Issuer by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer, the Trust and Indenture Trustee or the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeTrustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of the Trust or this Agreement, the Servicer and the Depositor Owner Trustee, individually or in its capacity as Owner Trustee, shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityTrust, acquiesce, petition or otherwise invoke or cause the Issuing Entity Trust to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Trust under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Trust; provided, however, that this Section shall not operate to preclude any remedy described in Article Five of the event that Indenture. Notwithstanding any Person (other than prior termination of the Depositor) is deemedTrust or this Agreement, under applicable law by the Transferor shall not at any time with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or other governmental authority for the purpose of competent jurisdiction, to have an interest in any assets of the Depositor commencing or any Affiliate of the Depositor other than the beneficial interest in sustaining a case against the Trust (“under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets similar official of the Trust and or any substantial part of its property, or ordering the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) winding up or liquidation of the Bankruptcy Codeaffairs of the Trust; provided, however, that this Section shall not operate to preclude any remedy described in Article Five of the Indenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Depositor, the Owner Trustee, the Securities Intermediary and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorIssuing Entity, the Owner Trustee, the Securities Intermediary and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Depositor, the Owner Trustee and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorIssuing Entity, the Owner Trustee and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of the Trust or this Agreement, the Servicer and the Depositor [______________________] individually or in its capacity as Owner Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityTrust or the Transferor, acquiesce, petition or otherwise invoke or cause the Issuing Entity Trust or the Transferor to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Trust or the Transferor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Trust or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Trust or the event Transferor; provided, however, that this Section 10.08 shall not operate to preclude any Person (other than remedy described in Article V of the Depositor) is deemedIndenture. Notwithstanding any prior termination of the Trust or this Agreement, under applicable law by the Transferor shall not at any time with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or other governmental authority for the purpose of competent jurisdiction, to have an interest in any assets of the Depositor commencing or any Affiliate of the Depositor other than the beneficial interest in sustaining a case against the Trust (“under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets similar official of the Trust and or any substantial part of its property, or ordering the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) winding up or liquidation of the Bankruptcy Codeaffairs of the Trust; provided, however, that this Section 10.08 shall not operate to preclude any remedy described in Article V of the Indenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of the Trust or this Agreement, the Servicer and the Depositor Wilmington Trust Company, either individually or in its capacity as Owner Trustee, shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityTrust or the Transferor, acquiesce, petition or otherwise invoke or cause the Issuing Entity Trust or the Transferor to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Trust or the Transferor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Trust or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Trust or the event Transferor; provided, however, that this Section 10.08 shall not operate to preclude any Person (other than remedy described in Article V of the Depositor) is deemedIndenture. Notwithstanding any prior termination of the Trust or this Agreement, under applicable law by the Transferor shall not at any time with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or other governmental authority for the purpose of competent jurisdiction, to have an interest in any assets of the Depositor commencing or any Affiliate of the Depositor other than the beneficial interest in sustaining a case against the Trust (“under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets similar official of the Trust and or any substantial part of its property, or ordering the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) winding up or liquidation of the Bankruptcy Codeaffairs of the Trust; provided, however, that this Section 10.08 shall not operate to preclude any remedy described in Article V of the Indenture.

Nonpetition Covenants. (a) Notwithstanding any prior --------------------- termination of this Agreement, none of the Servicer and Backup Servicer, the Custodian, the Servicer, the Seller, the Transferor (with respect to the Issuer) or the Depositor shall notshall, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing EntityTransferor or the Issuer, acquiesce, petition or otherwise invoke or cause any of the Issuing Entity Transferor or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of any of the Issuing Entity Transferor or the Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. (b) Notwithstanding any prior termination of this Agreement, none of the Backup Servicer, solely in its capacity as a creditor of the DepositorCustodian, shall notthe Transferor, the Seller or the Servicer shall, prior to the date which that is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesceacquiesce to, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator sequestrator, or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, none of the Servicer and Transferor, the Depositor Administrator, the Owner Trustee or the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement at any time with respect to the Issuing Entity, Issuer acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or other similar law, law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorIssuer; provided, however, that this subsection 9.10(a) shall not operate to preclude any remedy described in Article VI of the Indenture. (b) Notwithstanding any prior termination of this Agreement, none of the Trust, the Administrator, the Owner Trustee or the Indenture Trustee shall at any time with respect to the Transferor acquiesce, petition or otherwise invoke or cause the Transferor to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Transferor under any federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Transferor; provided, however, that this subsection 9.10(b) shall not operate to preclude any remedy described in Article VI of the Indenture. (c) In Notwithstanding any prior termination of this Agreement, none of the event that Transferor, the Trust, the Administrator, the Owner Trustee or the Indenture Trustee shall at any Person (other than time with respect to the Depositor) is deemedMaster Trust acquiesce, under applicable law by petition or otherwise invoke or cause the Master Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Master Trust under any federal or state bankruptcy, insolvency or other authority of competent jurisdictionsimilar law now or hereafter in effect or appointing a receiver, to have an interest in any assets conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Master Trust or any Affiliate substantial part of its property, or ordering the winding up or liquidation of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets affairs of the Trust and the Trust Estate onlyMaster Trust; provided, (iihowever, that this subsection 9.10(c) such Person’s claim against shall not operate to preclude any other assets shall be, and hereby is, subject and subordinate remedy described in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) Article VI of the Bankruptcy CodeIndenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreementthese Master Sale Terms, the Servicer Seller and the Depositor Interim Eligible Lender Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entity, not acquiesce, petition or otherwise invoke or cause the Issuing Entity Sale Agreement Purchaser to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Purchaser under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Purchaser or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Purchaser; provided, however, nothing herein shall be deemed to prohibit the Interim Eligible Lender Trustee from filing a claim or otherwise participating in any such action or proceeding. Notwithstanding any prior termination of this Agreementthese Master Sale Terms, the Servicer, solely in its capacity as a creditor of Eligible Lender Trustee and the Depositor, Purchaser shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, not acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Seller; provided, however, nothing herein shall be deemed to prohibit the event that any Person (other than the Depositor) is deemed, under applicable law by any court Interim Eligible Lender Trustee from filing a claim or other authority of competent jurisdiction, to have an interest otherwise participating in any assets of the Depositor such action or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Codeproceeding.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Indenture Trustee, the Issuer, the Owner Trustee and the Eligible Lender Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Indenture Trustee, the Issuer, the Owner Trustee and the Eligible Lender Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Depositor by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer, the Trust and Indenture Trustee, the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to Owner Trustee or the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeEligible Lender Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Seller, the Administrator, the Owner Trustee (by accepting the benefits of this Agreement) and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing EntityIssuer, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. (b) Notwithstanding any prior termination of this Agreement, the ServicerIssuer, solely in its capacity as a creditor the Administrator, the Owner Trustee (by accepting the benefits of this Agreement) and the Depositor, Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the DepositorSeller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Seller under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Seller or any substantial part of its their respective property, or ordering the winding up or liquidation of the affairs of the DepositorSeller. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Depositor, the Administrator, the Owner Trustee and the Depositor Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the ServicerIssuing Entity, solely in its capacity as a creditor of the DepositorAdministrator, the Owner Trustee and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.. [Signature Page Follows]

Nonpetition Covenants. (a) Notwithstanding any prior termination of the Trust or this Agreement, the Servicer and the Depositor U.S. Bank Trust National Association, individually or in its capacity as Owner Trustee, shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityTrust or the Owner, acquiesce, petition or otherwise invoke or cause the Issuing Entity Trust or the Owner to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Trust or the Owner under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Trust or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Owner or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Trust or the event Owner; provided, however, that this Section 11.8 shall not operate to preclude any Person (other than remedy described in Article VII of the Depositor) is deemedIndenture. Notwithstanding any prior termination of the Trust or this Agreement, under applicable law by the Owner shall not at any time with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or other governmental authority for the purpose of competent jurisdiction, to have an interest in any assets of the Depositor commencing or any Affiliate of the Depositor other than the beneficial interest in sustaining a case against the Trust (“under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust; provided, however, that this Section 11.8 shall not operate to preclude any remedy described in Article VI of the Indenture. The indemnities contained in Section 7.2 hereof shall survive the resignation and termination of the Owner Trustee and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights termination of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Codethis Agreement.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer Servicer, the Administrator, the Owner Trustee, the Indenture Trustee and the Depositor shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the Issuing EntityNotes, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their its property, or ordering the winding up or liquidation of the affairs of the Issuing EntityIssuer. The foregoing shall not limit the rights of the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee and the Depositor to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that was instituted against the Issuer by a Person other than the Servicer, the Administrator, the Owner Trustee or the Depositor. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the DepositorAdministrator, the Issuer and the Owner Trustee shall not, prior to the date which is one year and one day 367 days after the termination payment in full of this Agreement with respect to the DepositorNotes, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In . The foregoing shall not limit the event rights of the Servicer, the Administrator, the Issuer and the Owner Trustee to file any claim in, or otherwise take any action with respect to, any insolvency proceeding that any was instituted against the Issuer by a Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”)Servicer, the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against Administrator, the assets of Issuer or the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy CodeOwner Trustee.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, none of the Servicer and Transferor, the Depositor Administrator, the Owner Trustee or the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement at any time with respect to the Issuing Entity, Issuer acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer under any federal or state bankruptcy, insolvency or other similar law, law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorIssuer; provided, however, that this subsection 9.10(a) shall not operate to preclude any remedy described in Article VII of the Indenture. (b) Notwithstanding any prior termination of this Agreement, none of the Trust, the Administrator, the Owner Trustee or the Indenture Trustee shall at any time with respect to the Transferor acquiesce, petition or otherwise invoke or cause the Transferor to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Transferor under any federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Transferor; provided, however, that this subsection 9.10(b) shall not operate to preclude any remedy described in Article VII of the Indenture. (c) In Notwithstanding any prior termination of this Agreement, none of the event that Transferor, the Trust, the Administrator, the Owner Trustee or the Indenture Trustee shall at any Person (other than time with respect to the Depositor) is deemedMaster Trust acquiesce, under applicable law by petition or otherwise invoke or cause the Master Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Master Trust under any federal or state bankruptcy, insolvency or other authority of competent jurisdictionsimilar law now or hereafter in effect or appointing a receiver, to have an interest in any assets conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Master Trust or any Affiliate substantial part of its property, or ordering the winding up or liquidation of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets affairs of the Trust and the Trust Estate onlyMaster Trust; provided, (iihowever, that this subsection 9.10(c) such Person’s claim against shall not operate to preclude any other assets shall be, and hereby is, subject and subordinate remedy described in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) Article VII of the Bankruptcy CodeIndenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, neither the Servicer and Assignee, nor the Depositor Borrower, nor the Fronting Bank nor the Manager shall notthemselves (or join with others to), prior to the date which is one year and one day after the termination maturity of this Agreement with respect to the Issuing Entitylast maturing Commercial Paper note issued by the Assignor, acquiesce, petition or otherwise otherwise, directly or indirectly, invoke or cause the Issuing Entity Assignor to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Assignor under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Assignor or any substantial part of their property, its property or ordering the winding up or liquidation of the affairs of the Issuing EntityAssignor. (b) Notwithstanding any prior termination of this Agreement, neither the ServicerAssignor, solely in its capacity as a creditor of nor the DepositorBorrower, nor the Fronting Bank nor the Manager shall notthemselves (or join with others to), prior to the date which is one year and one day after the termination maturity of this Agreement with respect to the Depositorlast maturing Commercial Paper note issued by the Assignee, acquiesce, petition or otherwise otherwise, directly or indirectly, invoke or cause the Assignee to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining an involuntary a case against the Depositor Assignee under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Assignee or any substantial part of its property, property or ordering the winding up or liquidation of the affairs of the DepositorAssignee. (c) In the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityIssuer or the Master Trust, acquiesce, petition or otherwise invoke or cause the Issuing Entity Issuer or the Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity Issuer or the Master Trust under any federal Federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Issuer or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the DepositorIssuer or the Master Trust; provided, however, that this subsection 6.11 (a) shall not operate to preclude any remedy described in Article V of the Indenture. (cb) In Notwithstanding any prior termination of this Agreement, the event that Issuer shall not at any Person (other than time with respect to the Depositor) is deemedMaster Trust, under applicable law by acquiesce, petition or otherwise invoke or cause the Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other authority of competent jurisdiction, to have an interest in any assets similar official of the Depositor master Trust or any Affiliate substantial part of its property, or ordering the winding up or liquidation of the Depositor other than the beneficial interest in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets affairs of the Trust and the Trust Estate onlyMaster Trust; provided, (iihowever, that this subsection 6.11(b) such Person’s claim against shall not operate to preclude any other assets shall be, and hereby is, subject and subordinate remedy described in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) Article V of the Bankruptcy CodeIndenture.

Nonpetition Covenants. (a) Notwithstanding any prior termination of the Trust or this Agreement, the Servicer and the Depositor Wilmington Trust Company, individually or in its capacity as Owner Trustee, shall not, prior to the date which is one year and one day after the termination of this Agreement not at any time with respect to the Issuing EntityTrust or the Transferor, acquiesce, petition or otherwise invoke or cause the Issuing Entity Trust or the Transferor to invoke the process of any court or government governmental authority for the purpose of commencing or sustaining a case against the Issuing Entity Trust or the Transferor under any federal or state bankruptcy, insolvency or similar law, law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity Trust or any substantial part of their property, or ordering the winding up or liquidation of the affairs of the Issuing Entity. (b) Notwithstanding any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor. (c) In Trust or the event Transferor; provided, however, that this Section 10.08 shall not operate to preclude any Person (other than remedy described in Article V of the Depositor) is deemedIndenture. Notwithstanding any prior termination of the Trust or this Agreement, under applicable law by the Transferor shall not at any time with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or other governmental authority for the purpose of competent jurisdiction, to have an interest in any assets of the Depositor commencing or any Affiliate of the Depositor other than the beneficial interest in sustaining a case against the Trust (“under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s claim is against the assets similar official of the Trust and or any substantial part of its property, or ordering the Trust Estate only, (ii) such Person’s claim against any other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) winding up or liquidation of the Bankruptcy Codeaffairs of the Trust; provided, however, that this Section 10.08 shall not operate to preclude any remedy described in Article V of the Indenture.