Common use of Limited Recourse Obligations Clause in Contracts

Limited Recourse Obligations. (a) Notwithstanding any other provision of this Agreement, the obligations of the SPV Borrower and the Initial Guarantor under the Loan Documents will be limited as set forth in this Section 11.17. (b) All payments to be made by the SPV Borrower and the Initial Guarantor under the Loan Documents to which it is a party will be made only from and to the extent of such sums received or recovered by or on behalf of the SPV Borrower, the Initial Guarantor, the Administrative Agent or the SPV Security Agent from the SPV Collateral, including the SPV Borrower’s and the Initial Guarantor’s rights under the Proceeds Loan Agreement, and none of the Administrative Agent, the SPV Security Agent or the other Secured Parties will have any further recourse to the SPV Borrower or the Initial Guarantor in respect thereof in the event that the amount due and payable by the SPV Borrower and the Initial Guarantor under the Loan Documents exceeds the amounts so received or recovered under the SPV Collateral or its other assets (the “Limited Recourse Restrictions”). (c) The Administrative Agent, the SPV Security Agent and the other Secured Parties each agree that neither they, nor any person acting on their behalf, will be entitled at any time to institute against the SPV Borrower or the Initial Guarantor, or join any institution against the SPV Borrower or the Initial Guarantor of any bankruptcy, reorganisation, arrangement, insolvency, examinership, winding-up or liquidation proceedings, proceedings for the appointment of a liquidator, examiner, administrator or other similar official or other proceedings under any applicable insolvency or similar Law in connection with any obligations of the SPV Borrower or the Initial Guarantor owed to any of the Administrative Agent, the SPV Security Agent or the other Secured Parties under the Loan Documents, save for lodging a claim in the liquidation of the SPV Borrower or the Initial Guarantor which is initiated by another party or taking proceedings to obtain declaration or judgment as to the obligations of the SPV Borrower in relation thereto (the “Non-Petition Restrictions”). (d) Prior to the SPV Structure Termination Date, the Secured Parties will not have a direct claim on the cash flow or assets of the Proceeds Loan Obligors or any of their respective Subsidiaries, and none of the Proceeds Loan Obligors or any of their respective Subsidiaries will have any obligation, contingent or otherwise, to pay amounts due under the Loan Documents, or to make funds available to the SPV Borrower or the Initial Guarantor for those payments, other than the obligations of the Proceeds Loan Obligors to make payments to the SPV Borrower or the Initial Guarantor as lenders under the Proceeds Loans. (e) Although the Secured Parties will benefit from the Covenant Agreement, none of the Administrative Agent, the SPV Security Agent or any other Secured Party will be entitled to exercise any rights or remedies under the Covenant Agreement against any Proceeds Loan Obligor, other than the rights to instruct the SPV Borrower and the Initial Guarantor to accelerate or otherwise enforce the SPV Borrower’s and the Initial Guarantor’s rights under the Proceeds Loans or the Proceeds Loan Guarantees in accordance with the terms thereof and any Collateral Sharing Agreement. (f) Nothing in this Section 11.17 will limit the ability of the Secured Parties or the SPV Security Agent to accelerate the Obligations or exercise other remedies in accordance with Article 8.

Limited Recourse Obligations. (a) Notwithstanding any other provision of this Agreement, the obligations of the SPV Borrower and the Initial Guarantor under the Loan Documents will be limited as set forth in this Section 11.17. (b) All payments to be made by the SPV Borrower and the Initial Guarantor under the Loan Documents to which it is a party will be made only from and to the extent of such sums received or recovered by or on behalf of the SPV Borrower, the Initial Guarantor, the Administrative Agent or the SPV Security Agent from the SPV Collateral, including the SPV Borrower’s and the Initial Guarantor’s rights under the Proceeds Loan Agreement, and none of the Administrative Agent, the SPV Security Agent or the other Secured Parties will have any further recourse to the SPV Borrower or the Initial Guarantor in respect thereof in the event that the amount due and payable by the SPV Borrower and the Initial Guarantor under the Loan Documents exceeds the amounts so received or recovered under the SPV Collateral or its other assets (the “Limited Recourse Restrictions”). (c) The Administrative Agent, the SPV Security Agent and the other Secured Parties each agree that neither they, nor any person acting on their behalf, will be entitled at any time to institute against the SPV Borrower or the Initial Guarantor, or join any institution against the SPV Borrower or the Initial Guarantor of any bankruptcy, reorganisation, arrangement, insolvency, examinership, winding-up or liquidation proceedings, proceedings for the appointment of a liquidator, examiner, administrator or other similar official or other proceedings under any applicable insolvency or similar Law in connection with any obligations of the SPV Borrower or the Initial Guarantor owed to any of the Administrative Agent, the SPV Security Agent or the other Secured Parties under the Loan Documents, save for lodging a claim in the liquidation of the SPV Borrower or the Initial Guarantor which is initiated by another party or taking proceedings to obtain declaration or judgment as to the obligations of the SPV Borrower in relation thereto (the “Non-Petition Restrictions”). (d) Prior to the SPV Structure Termination Date, the Secured Parties will not have a direct claim on the cash flow or assets of the Proceeds Loan Obligors or any of their respective Subsidiaries, and none of the 95007615_1 Proceeds Loan Obligors or any of their respective Subsidiaries will have any obligation, contingent or otherwise, to pay amounts due under the Loan Documents, or to make funds available to the SPV Borrower or the Initial Guarantor for those payments, other than the obligations of the Proceeds Loan Obligors to make payments to the SPV Borrower or the Initial Guarantor as lenders under the Proceeds Loans. (e) Although the Secured Parties will benefit from the Covenant Agreement, none of the Administrative Agent, the SPV Security Agent or any other Secured Party will be entitled to exercise any rights or remedies under the Covenant Agreement against any Proceeds Loan Obligor, other than the rights to instruct the SPV Borrower and the Initial Guarantor to accelerate or otherwise enforce the SPV Borrower’s and the Initial Guarantor’s rights under the Proceeds Loans or the Proceeds Loan Guarantees in accordance with the terms thereof and any Collateral Sharing Agreement. (f) Nothing in this Section 11.17 will limit the ability of the Secured Parties or the SPV Security Agent to accelerate the Obligations or exercise other remedies in accordance with Article 8VIII.

Limited Recourse Obligations. (a) Notwithstanding any other provision of this Agreement, the obligations of the SPV Borrower and the Initial Guarantor under the Loan Documents will be limited as set forth in this Section 11.17. (b) All payments to be made by the SPV Borrower and the Initial Guarantor under the Loan Documents to which it is a party will be made only from and to the extent of such sums received or recovered by or on behalf of the SPV Borrower, the Initial Guarantor, the Administrative Agent or the SPV Security Agent from the SPV Collateral, including the SPV Borrower’s and the Initial Guarantor’s rights under the Proceeds Loan Agreement, and none of the Administrative Agent, the SPV Security Agent or the other Secured Parties will have any further recourse to the SPV Borrower or the Initial Guarantor in respect thereof in the event that the amount due and payable by the SPV Borrower and the Initial Guarantor under the Loan Documents exceeds the amounts so received or recovered under the SPV Collateral or its other assets (the “Limited Recourse Restrictions”). (c) The Administrative Agent, the SPV Security Agent and the other Secured Parties each agree that neither they, nor any person acting on their behalf, will be entitled at any time to institute against the SPV Borrower or the Initial Guarantor, or join any institution against the SPV Borrower or the Initial Guarantor of any bankruptcy, reorganisation, arrangement, insolvency, examinership, winding-up or liquidation proceedings, proceedings for the appointment of a liquidator, examiner, administrator or other similar official or other proceedings under any applicable insolvency or similar Law in connection with any obligations of the SPV Borrower or the Initial Guarantor owed to any of the Administrative Agent, the SPV Security Agent or the other Secured Parties under the Loan Documents, save for lodging a claim in the liquidation of the SPV Borrower or the Initial Guarantor which is initiated by another party or taking proceedings to obtain declaration or judgment as to the obligations of the SPV Borrower in relation thereto (the “Non-Petition Restrictions”). (d) Prior to the SPV Structure Termination Date, the Secured Parties will not have a direct claim on the cash flow or assets of the Proceeds Loan Obligors or any of their respective Subsidiaries, and none of the Proceeds Loan Obligors or any of their respective Subsidiaries will have any obligation, contingent or otherwise, to pay amounts due under the Loan Documents, or to make funds available to the SPV Borrower or the Initial Guarantor for those payments, other than the obligations of the Proceeds Loan Obligors to make payments to the SPV Borrower or the Initial Guarantor as lenders under the Proceeds Loans. (e) Although the Secured Parties will benefit from the Covenant Agreement, none of the Administrative Agent, the SPV Security Agent or any other Secured Party will be entitled to exercise any rights or remedies under the Covenant Agreement against any Proceeds Loan Obligor, other than the rights to instruct the SPV Borrower and the Initial Guarantor to accelerate or otherwise enforce the SPV Borrower’s and the Initial Guarantor’s rights under the Proceeds Loans or the Proceeds Loan Guarantees in accordance with the terms thereof and any Collateral Sharing Agreement. (f) Nothing in this Section 11.17 will limit the ability of the Secured Parties or the SPV Security Agent to accelerate the Obligations or exercise other remedies in accordance with Article 8VIII.