Common use of Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings Clause in Contracts

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that: 18.12.2.1 In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Entity being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction Entity.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that: 18.12.2.1 (i) In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities Company shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron Xxxx becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 (ii) In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron Xxxx becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Entity the Company being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction Entitythe Company.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that:: ny-1664023 18.12.2.1 In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities DCR shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron Xxxx becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron Xxxx becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Entity DCR being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction EntityDCR.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that: 18.12.2.1 (i) In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities Company Parties shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 (ii) In the event that Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Entity the Company Parties being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction Entitythe Company Parties.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that: 18.12.2.1 In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities PRC shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron Xxxx becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron Xxxx becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Entity PRC being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction EntityPRC.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that: 18.12.2.1 (i) In the event that Aron Citi or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the Transaction Entities no Delek Entity shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron Citi becoming subject to any insolvency or liquidation proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 (ii) In the event that Aron Citi or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Credit Enhancement, any interest or obligation in or under such Credit Enhancement, or any property securing such Credit Enhancement, to a transferee upon or following an Affiliate of Aron Citi becoming subject to an insolvency or liquidation proceeding, unless the transfer would result in any Transaction Delek Entity being the beneficiary of such Credit Enhancement in violation of any law applicable to such Transaction Delek Entity.

Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything herein to the contrary, the Parties expressly acknowledge and agree that: 18.12.2.1 (i) In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, the no Transaction Entities Party shall not be permitted to exercise any Default Right with respect to a Safe Harbor Agreement or any Credit Enhancement, in each case, that is related, directly or indirectly, to an Affiliate of Aron Xxxx becoming subject to any insolvency or liquidation proceedingAdverse Proceeding, except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 18.12.2.2 (ii) In the event that Aron Xxxx or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, nothing in any Safe Harbor Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of Aron Xxxx becoming subject to an insolvency or liquidation proceedingAdverse Proceeding, unless the transfer would result in any a Transaction Entity Party being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to such Transaction EntityParty.