Common use of Subject to Section 15 Clause in Contracts

Subject to Section 15. 1(a), the Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole Shareholder in the Issuer Contribution Agreement, to the following: (i) The Sole Shareholder shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Sole Shareholder subject to the terms of the Issuer Contribution Agreement. (ii) The Sole Shareholder shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Issuer Contribution Agreement to the Trustee as representative of the Holders and the Sole Shareholder shall agree that all of the representations, covenants and agreements made by the Sole Shareholder in the Issuer Contribution Agreement are also for the benefit of the Trustee, subject to Section 15.1(a). (iii) The Sole Shareholder shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the Sole Shareholder to the Issuer pursuant to the Issuer Contribution Agreement. (iv) Neither the Issuer nor the Sole Shareholder will enter into any agreement amending, modifying or terminating the Issuer Contribution Agreement (other than an amendment to correct inconsistencies, typographical or other manifest errors, defects or ambiguities) without prior written consent of the Trustee and the Valuation Agent (unless such amendment could not reasonably be expected to materially adversely affect any of the Issuer, the Collateral or the interests of the Trustee and Issuer therein and notice thereof has been given to the Trustee and Valuation Agent). (v) The Sole Shareholder agrees not to cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to preclude, the Sole Shareholder from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Shareholder) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Sole Shareholder or Collateral Manager. - Signature Page Follows -

Subject to Section 15. 1(a), the Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole Shareholder Collateral Manager in the Issuer Contribution Collateral Management Agreement, to the following: (i) The Sole Shareholder Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Sole Shareholder Collateral Manager subject to the terms (including the standard of care set forth in the Collateral Management Agreement) of the Issuer Contribution Collateral Management Agreement. (ii) The Sole Shareholder Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Issuer Contribution Collateral Management Agreement to the Trustee as representative of the Holders and the Sole Shareholder Collateral Manager shall agree that all of the representations, covenants and agreements made by the Sole Shareholder Collateral Manager in the Issuer Contribution Collateral Management Agreement are also for the benefit of the Trustee, subject to Section 15.1(a). (iii) The Sole Shareholder Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the Sole Shareholder Collateral Manager to the Issuer pursuant to the Issuer Contribution Collateral Management Agreement. (iv) Neither the Issuer nor the Sole Shareholder Collateral Manager will enter into any agreement amending, modifying or terminating the Issuer Contribution Collateral Management Agreement (other than an amendment to correct inconsistencies, typographical or other manifest errors, defects or ambiguities) without prior written consent or selecting or consenting to a successor manager except with the consents and satisfaction of the Trustee and the Valuation Agent (unless such amendment could not reasonably be expected to materially adversely affect any of the Issuer, conditions specified in the Collateral or Management Agreement entered into on the interests of the Trustee and Issuer therein and notice thereof has been given to the Trustee and Valuation Agent)Closing Date. (v) The Sole Shareholder Collateral Manager agrees not to cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to precludestop, the Sole Shareholder Collateral Manager from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Shareholder) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Shareholder or Collateral Manager. - Signature Page Follows -Shareholder.