Common use of No Proceedings Limited Recourse Clause in Contracts

No Proceedings Limited Recourse. (a) RCFC. Each of DTAG, the Collateral Agent (solely in its capacity as such) and the Note Purchaser (solely in its capacity as such) hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of any Notes issued by RCFC pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, RCFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or state bankruptcy or similar law, all as more particularly set forth in Section 12.16 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 8.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from RCFC pursuant to this Agreement, the Series 1998-1 Supplement or the Base Indenture. In the event that DTAG, the Collateral Agent (solely in its capacity as such) or the Note Purchaser (solely in its capacity as such) takes action in violation of this Section 8.10(a), RCFC agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against RCFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 8.10(a) shall survive the termination of this Agreement and the resignation or removal of the Collateral Agent. Nothing contained herein shall preclude participation by DTAG, the Collateral Agent or the Note Purchaser in assertion or defense of its claims in any such proceeding involving RCFC. The obligations of RCFC under this Agreement are solely the corporate obligations of RCFC. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment or any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, director, affiliate or incorporator of RCFC; provided, however, nothing in this Section 8.10(a) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by RCFC shall be payable only to the extent set forth in Section 12.17 of the Base Indenture and that all other amounts owed to them by RCFC shall be payable solely from amounts that become available for payment pursuant to the Base Indenture and the Series 1998-1

No Proceedings Limited Recourse. (a) RCFCThe Co-Issuers. Each of DTAG, the Collateral Agent parties hereto (solely in its capacity as such) and other than the Note Purchaser (solely in its capacity as suchCo-Issuers) hereby covenants and agrees that, prior to the date which that is one year and one day after the payment in full of any Notes the last maturing Note issued by RCFC the Co-Issuers pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, RCFCany Co-Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings proceedings, under any Federal federal or state bankruptcy or similar law, all as more particularly set forth in Section 12.16 of the Base Indenture law and subject to any retained rights set forth therein; provided, however, that nothing in this Section 8.10(a9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from RCFC the Co-Issuers pursuant to this Agreement, the Series 19982018-1 Supplement Supplement, the Indenture or the Base Indentureany other Transaction Document. In the event that DTAG, the Collateral Agent (solely in its capacity as such) or the Note Purchaser an Investor (solely in its capacity as such) takes action in violation of this Section 8.10(a9.10(a), RCFC agrees that it each affected Co-Issuer shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against RCFC such Co-Issuer or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 8.10(a) shall survive the termination of this Agreement and the resignation or removal of the Collateral Agent. Nothing contained herein shall preclude participation by DTAG, an Investor in the Collateral Agent or the Note Purchaser in assertion or defense of its claims in any such proceeding involving RCFCany Co-Issuer. The obligations of RCFC the Co-Issuers under this Agreement are solely the corporate limited liability company or corporate, as the case may be, obligations of RCFCthe Co-Issuers. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment or any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, director, affiliate or incorporator of RCFC; provided, however, nothing in this Section 8.10(a) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by RCFC shall be payable only to the extent set forth in Section 12.17 of the Base Indenture and that all other amounts owed to them by RCFC shall be payable solely from amounts that become available for payment pursuant to the Base Indenture and the Series 1998-1(b)

No Proceedings Limited Recourse. (a) RCFCTFFC. Each of DTAG, the Collateral Agent parties hereto (solely in its capacity as such) and the Note Purchaser (solely in its capacity as suchother than TFFC) hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of any Notes issued by RCFC TFFC pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, RCFCTFFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal federal or state bankruptcy or similar law, all as more particularly set forth in Section 12.16 13.16 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 8.10(a9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from RCFC TFFC pursuant to this Agreement, the Series 19982000-1 2 Supplement or the Base Indenture. In the event that DTAG, the Collateral Agent Committed Note Purchaser (solely in its capacity as such) or the Series 2000-2 Note Purchaser (solely in its capacity as such) takes action in violation of this Section 8.10(a9.10(a), RCFC TFFC agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against RCFC TFFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 8.10(a9.10(a) shall survive the termination of this Agreement and the resignation or removal of the Collateral AgentAgreement. Nothing contained herein shall preclude participation by DTAG, the Collateral Agent Committed Note Purchaser or the Series 2000-2 Note Purchaser in assertion or defense of its claims in any such proceeding involving RCFC. The obligations of RCFC under this Agreement are solely the corporate obligations of RCFCTFFC. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment or of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, director, affiliate or incorporator of RCFCTFFC; provided, however, nothing in this Section 8.10(a9.10(a) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by RCFC TFFC shall be payable only to the extent set forth in Section 12.17 13.17 of the Base Indenture and that all other amounts owed to them by RCFC TFFC shall be payable solely from amounts that become available for payment pursuant to the Base Indenture and the Series 19982000-12 Supplement.

No Proceedings Limited Recourse. (a) RCFC. Each of DTAG, the Collateral Agent parties hereto (solely in its capacity as such) and the Note Purchaser (solely in its capacity as suchother than TFFC) hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of any Notes issued by RCFC TFFC pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, RCFCTFFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal federal or state bankruptcy or similar law, all as more particularly set forth in Section 12.16 13.16 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 8.10(a) 9.10 shall constitute a waiver of any right to indemnification, reimbursement or other payment from RCFC TFFC pursuant to this Agreement, the Series 19982002-1 Supplement or the Base Indenture. In the event that DTAG, the Collateral Agent (solely in its capacity as such) or the Series 2002-1 Note Purchaser (solely in its capacity as such) takes action in violation of this Section 8.10(a)9.10, RCFC TFFC agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against RCFC TFFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 8.10(a) 9.10 shall survive the termination of this Agreement and the resignation or removal of the Collateral AgentAgreement. Nothing contained herein shall preclude participation by DTAG, the Collateral Agent or the Series 2002-1 Note Purchaser in assertion or defense of its claims in any such proceeding involving RCFCTFFC. The obligations of RCFC under this Agreement are solely the corporate obligations of RCFC. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment or any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, director, affiliate or incorporator of RCFC; provided, however, nothing in this Section 8.10(a) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by RCFC shall be payable only to the extent set forth in Section 12.17 of the Base Indenture and that all other amounts owed to them by RCFC shall be payable solely from amounts that become available for payment pursuant to the Base Indenture and the Series 1998-1No