Common use of Limited Recourse; Non-Petition Clause in Contracts

Limited Recourse; Non-Petition. 6.1 Each Transaction Party agrees with the Loan Note Issuer and the Security Trustee to be bound by the terms of the Security Trust Deed and any related Supplemental Security Trust Deed (and in particular that no amount shall be payable by the Loan Note Issuer to it unless and until all amounts required by the relevant Priority of Payments and the other provisions of the Security Trust Deed and any Supplemental Security Trust Deed to be paid or provided for in priority to that amount have been paid or provided for in full). 6.2 Each Transaction Party agrees that only the Security Trustee may enforce the security created by the Security Trust Deed and any Supplemental Security Trust Deed and that the Transaction Party (apart from the Bank of New York) shall not take any steps for the purpose of recovering any of the amounts owing to it by the Receivables Trustee or the Loan Note Issuer (as the case may be) or enforcing any rights arising under or in connection with any of the Transaction Documents against the Receivables Trustee or the Loan Note Issuer (as the case may be) or procuring the winding-up, administration or liquidation of the Receivables Trustee or the Loan Note Issuer (as the case may be) or any similar insolvency procedure in any applicable jurisdiction in respect of any of its liabilities. 6.3 If the resources available to the Receivables Trustee or the Loan Note Issuer (as the case may be) at any time are insufficient to pay any liability in full, after payment of all other liabilities ranking in priority to it in accordance with the provisions of the Security Trust Deed and any Supplemental Security Trust Deed, the Transaction Party to which that liability is owed shall have no further claim against the Receivables Trustee or the Loan Note Issuer (as the case may be) at that time in respect of that unpaid amount and shall not then exercise any remedies against the Receivables Trustee or the Loan Note Issuer (as the case may be) in respect of that unpaid amount and the Receivables Trustee or the Loan Note Issuer (as the case may be) shall not have any further obligation with respect to that unpaid amount until and to the extent that it has sufficient resources to pay it in accordance with this Clause 6. 6.4 Each Transaction Party (save for the Bank of New York) agrees with the Receivables Trustee and the Loan Note Issuer and the Security Trustee that if, whether in the liquidation of the Receivables Trustee or the Loan Note Issuer (as the case may be) or otherwise (and notwithstanding Clauses 6.1, 6.2 and 6.3), any amount is received by it in respect of any liability owed to it by the Receivables Trustee or the Loan Note Issuer (as the case may be) other than in accordance with the provisions of the Security Trust Deed and any Supplemental Security Trust Deed, that amount shall be received and held by it as trustee for the Security Trustee and shall be paid over to the Security Trustee immediately upon receipt. This Clause 6.4 shall have effect only to the extent that it does not constitute or create and is not deemed to constitute or create any Encumbrance or other security interest of any kind. 6.5 This Clause 6 shall not prevent any Transaction Party from proving in any winding up of the Receivables Trustee or the Loan Note Issuer (as the case may be) if, without breach by the Transaction Party of this Clause 6, the Receivables Trustee or the Loan Note Issuer (as the case may be) goes into liquidation. 6.6 No recourse under any obligation, covenant, or agreement of the Receivables Trustee or the Loan Note Issuer contained in the Transaction Documents shall be exercised against any shareholder, officer or director of the Receivables Trustee or the Loan Note Issuer (in whatever capacity) as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Transaction Documents are (to the extent to which each of them is a party) corporate obligations of the Receivables Trustee or the Loan Note Issuer (as the case may be) and no liability shall attach to or be incurred by the shareholders, offices, agents or directors of the Receivables Trustee or the Loan Note Issuer (as the case may be) as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Receivables Trustee or the Loan Note Issuer (as the case may be) contained in the Transaction Documents, or implied therefrom, and that any and all personal liability for breaches by the Receivables Trustee or the Loan Note Issuer of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the other parties hereto as a condition of and consideration for the execution of the Transaction Documents. 6.7 Each of the parties hereto hereby irrevocably undertakes and agrees that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing Associated Debt take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Receivables Trustee or, as the case may be, the Loan Note Issuer or of any or all of the revenues and assets of the Receivables Trustee or, as the case may be, the Loan Note Issuer provided that nothing herein shall apply to the extent that it hinders the Security Trustee from exercising its rights in relation to enforcing the security afforded to it by the Loan Note Issuer.

Limited Recourse; Non-Petition. 6.1 Each Transaction 5.1 Notwithstanding any payment or payments made by the Guarantor hereunder or any setoff or application of funds of the Guarantor by any Guaranteed Party agrees with hereof, the Loan Note Issuer and the Security Trustee Guarantor shall not be entitled to be bound subrogated to any of the rights of any Guaranteed Party against the Borrower or Fly Malta or any collateral, security or guaranty or right of setoff held by any Guaranteed Party for the payment of the Obligations, nor shall the Guarantor seek or be entitled to seek any reimbursement from the Borrower or Fly Malta in respect of payments made by the terms of the Security Trust Deed and any related Supplemental Security Trust Deed (and in particular that no amount shall be payable by the Loan Note Issuer to it unless and Guarantor hereunder, until all amounts required and performance owing to each Guaranteed Party by the relevant Priority of Payments Borrower and the other provisions Fly Malta on account of the Security Trust Deed Obligations are paid and any Supplemental Security Trust Deed to be paid or provided for in priority to that amount have been paid or provided for performed in full). 6.2 Each Transaction Party agrees that only the Security Trustee may enforce the security created by the Security Trust Deed and any Supplemental Security Trust Deed and that the Transaction Party (apart from the Bank of New York) shall not take any steps for the purpose of recovering any . The obligations of the amounts owing Guarantor hereunder either shall be automatically reinstated if and to it the extent that any payment by the Receivables Trustee or the Loan Note Issuer (as the case may be) or enforcing any rights arising under or in connection with any on behalf of the Transaction Documents against the Receivables Trustee Borrower or the Loan Note Issuer (as the case may be) or procuring the winding-up, administration or liquidation of the Receivables Trustee or the Loan Note Issuer (as the case may be) or any similar insolvency procedure in any applicable jurisdiction Fly Malta in respect of any of its liabilities. 6.3 If the resources available to the Receivables Trustee Obligations is rescinded or the Loan Note Issuer (as the case may be) at any time are insufficient to pay any liability in full, after payment of all other liabilities ranking in priority to it in accordance with the provisions of the Security Trust Deed and any Supplemental Security Trust Deed, the Transaction Party to which that liability is owed shall have no further claim against the Receivables Trustee or the Loan Note Issuer (as the case may be) at that time in respect of that unpaid amount and shall not then exercise any remedies against the Receivables Trustee or the Loan Note Issuer (as the case may be) in respect of that unpaid amount and the Receivables Trustee or the Loan Note Issuer (as the case may be) shall not have any further obligation with respect to that unpaid amount until and to the extent that it has sufficient resources to pay it in accordance with this Clause 6. 6.4 Each Transaction Party (save for the Bank of New York) agrees with the Receivables Trustee and the Loan Note Issuer and the Security Trustee that if, whether in the liquidation of the Receivables Trustee or the Loan Note Issuer (as the case may be) or must be otherwise (and notwithstanding Clauses 6.1, 6.2 and 6.3), any amount is received by it in respect of any liability owed to it by the Receivables Trustee or the Loan Note Issuer (as the case may be) other than in accordance with the provisions of the Security Trust Deed and any Supplemental Security Trust Deed, that amount shall be received and held by it as trustee for the Security Trustee and shall be paid over to the Security Trustee immediately upon receipt. This Clause 6.4 shall have effect only to the extent that it does not constitute or create and is not deemed to constitute or create any Encumbrance or other security interest of any kind. 6.5 This Clause 6 shall not prevent any Transaction Party from proving in any winding up of the Receivables Trustee or the Loan Note Issuer (as the case may be) if, without breach by the Transaction Party of this Clause 6, the Receivables Trustee or the Loan Note Issuer (as the case may be) goes into liquidation. 6.6 No recourse under any obligation, covenant, or agreement of the Receivables Trustee or the Loan Note Issuer contained in the Transaction Documents shall be exercised against any shareholder, officer or director of the Receivables Trustee or the Loan Note Issuer (in whatever capacity) as such, by the enforcement of any assessment or restored by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Transaction Documents are (to the extent to which each of them is a party) corporate obligations of the Receivables Trustee or the Loan Note Issuer (as the case may be) and no liability shall attach to or be incurred by the shareholders, offices, agents or directors of the Receivables Trustee or the Loan Note Issuer (as the case may be) as such, or any of them, under or by reason holder of any of the obligations, covenants or agreements of the Receivables Trustee or the Loan Note Issuer (Obligations as the case may be) contained in the Transaction Documents, or implied therefrom, and that any and all personal liability for breaches by the Receivables Trustee or the Loan Note Issuer a result of any of such obligations, covenants proceedings in bankruptcy or agreements, either at law reorganization or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by similar proceedings and the other parties hereto as a condition of and consideration for the execution of the Transaction Documents. 6.7 Each of the parties hereto hereby irrevocably undertakes and Guarantor agrees that it will reimburse such holders on demand for all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) incurred by such holders in connection with such rescission or restoration. 5.2 The Guarantor agrees that neither it nor any person acting on its behalf shall not, until the expiry in respect of one year and one day after the payment of all sums outstanding and owing a claim under the latest maturing Associated Debt this Guaranty or any other Loan Document be entitled to petition or take any corporate action or other steps or legal proceedings for the winding-up, dissolution dissolution, court protection, examinership, reorganization, liquidation, bankruptcy or re-organisation insolvency of either the Borrower or Fly Malta or for the appointment of a receiver, administrator, manager, administrative receiver, trustee, liquidator, examiner, sequestrator or similar officer in respect of either the Receivables Trustee orBorrower or Fly Malta or any of their respective revenues or assets. 5.3 Neither the Guarantor nor any person acting on its behalf shall have any recourse against any director, as shareholder, or officer of either the case may beBorrower or Fly Malta (provided that they are not guilty of fraud, the Loan Note Issuer negligence, recklessness or wilful default) in respect of any obligations, covenant or all of the revenues and assets of the Receivables Trustee oragreement entered into or made by such Person pursuant to, as the case may beor in connection with, the this Guaranty or any other Loan Note Issuer provided that nothing herein shall apply to the extent that it hinders the Security Trustee from exercising its rights in relation to enforcing the security afforded to it by the Loan Note IssuerDocument.

Limited Recourse; Non-Petition. 6.1 Each Transaction Party agrees with the Receivables Trustee, Loan Note Issuer No.1 and Loan Note Issuer No.2 and the Security Trustee to be bound by the terms of the Security Trust Deed and Cash Management Agreement, the relevant Security Trust Deed and any related Supplemental Security Trust Deed (and in particular that no amount shall be payable by the Receivables Trustee, Loan Note Issuer No.1 or Loan Note Issuer No.2 to it unless and until all amounts required by the relevant Priority of Payments and the other provisions of the Security Trust Deed and Cash Management Agreement, the relevant Security Trust Deed and any Supplemental Security Trust Deed to be paid or provided for in priority to that amount have been paid or provided for in full). 6.2 Each Transaction Party agrees that only the Security Trustee may enforce the security created by the Security Trust Deed and Cash Management Agreement, the relevant Security Trust Deed and any Supplemental Security Trust Deed and that the Transaction Party (apart from the Bank of New YorkSecurity Trustee) shall not take any steps for the purpose of recovering any of the amounts owing to it by the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) or enforcing any rights arising under or in connection with any of the Transaction Documents or against the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) or procuring the winding-up, administration or liquidation of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) or any similar insolvency procedure in any applicable jurisdiction in respect of any of its liabilities. 6.3 If the resources available to the Receivables Trustee or the Loan Note Issuer No. 1 or Loan Note Issuer No.2 (as the case may be) at any time are insufficient to pay any liability in full, after payment of all other liabilities ranking in priority to it in accordance with the provisions of the Security Trust Deed and Cash Management Agreement, the relevant Security Trust Deed and any Supplemental Security Trust Deed, the Transaction Party to which that liability is owed shall have no further claim against the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) at that time in respect of that unpaid amount and shall not then exercise any remedies against the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) in respect of that unpaid amount and the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) shall not have any further obligation with respect to that unpaid amount until (in each of the cases mentioned in this Clause 6.3) and to the extent that it has sufficient resources to pay it in accordance with this Clause 66 (Limited Recourse; Non-Petition). 6.4 Each Transaction Party (save for the Bank of New YorkSecurity Trustee) agrees with the Receivables Trustee and the Trustee, Loan Note Issuer No.1, Loan Note Issuer No.2 and the Security Trustee that if, whether in the liquidation of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) or otherwise (and notwithstanding Clauses 6.1, 6.2 and 6.36.3 above), any amount is received by it in respect of any liability owed to it by the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) other than in accordance with the provisions of the Security Trust Deed and Cash Management Agreement, the relevant Security Trust Deed and any Supplemental Security Trust Deed, that amount shall be received and held by it as trustee for the Security Trustee (or, in the case of each of HSBC Bank plc, The Bank of New York Mellon acting through its London Branch and Elavon Financial Services DAC, acting through its UK Branch in its capacity as Account Bank, that amount shall be received and held for the Security Trustee, but not as trustee) and shall be paid over to the Security Trustee immediately upon receipt. This Clause 6.4 shall have effect only to the extent that it does not constitute or create and is not deemed to constitute or create any Encumbrance or other security interest of any kind. 6.5 This Clause 6 (Limited Recourse; Non-Petition) shall not prevent any Transaction Party from proving in any winding up of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) if, without breach by the Transaction Party of this Clause 66 (Limited Recourse; Non-Petition), the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) goes into liquidation. 6.6 No recourse under any obligation, covenant, or agreement of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 contained in the Transaction Documents Documents, shall be exercised against any shareholder, officer officer, agent or director of the Receivables Trustee or the Loan Note Issuer No. 1 or Loan Note Issuer No.2 (in whatever capacity) as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Transaction Documents are (to the extent to which each of them is a party) corporate obligations of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) and no liability shall attach to or be incurred by the shareholders, officesofficers, agents or directors of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) contained in the Transaction Documents, or implied therefrom, and that any and all personal liability for breaches by the Receivables Trustee or the Loan Note Issuer No.1 or Loan Note Issuer No.2 (as the case may be) of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the other parties hereto as a condition of and consideration for the execution of the Transaction Documents. 6.7 Each of the parties hereto hereby irrevocably undertakes and agrees that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing Associated Debt take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Receivables Trustee or, as the case may be, the Loan Note Issuer No.1 or, as the case may be, Loan Note Issuer No.2 or of any or all of the revenues and assets of the Receivables Trustee or, as the case may be, the relevant Loan Note Issuer provided that nothing herein shall apply to the extent that it hinders the Security Trustee from exercising its rights in relation to enforcing the security afforded to it by the Loan Note IssuerIssuer No.1 or Loan Note Issuer No.2. 6.8 Notwithstanding any other clause or provision in the Documents (as such term is defined in the Issuer Master Framework Agreement) or the Transaction Documents, no provision in any Document (as such term is defined in the Issuer Master Framework Agreement) or Transaction Document other than the limited recourse provision (if any) of the relevant Terms and Conditions of any Associated Debt shall limit or in any way reduce the amount of interest payable by any United Kingdom resident Loan Note Holder under any Associated Debt.