Common use of NON-PETITION AND LIMITED RECOURSE Clause in Contracts

NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability of the Issuer to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related thereto, all obligations of and all claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy, insolvency or similar laws; provided, however, that nothing herein shall be deemed to prohibit (i) the Collateral Trustee from filing proofs of claim for itself and on behalf of the Holders or (ii) the Portfolio Manager or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceeding. The provisions of this Section 23 shall survive termination of this Agreement.

NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability (a) Each of the Issuer parties hereto (other than the Issuer) undertakes to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related theretoIssuer that, all obligations of and all claims against the Issuer will be extinguished and it shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator until the expiry of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, sums outstanding and owing under all Notes issued by the Issuer from time to time, take any bankruptcycorporate action or other steps or legal proceedings for the winding up, reorganizationdissolution, arrangement, insolvencyreconstruction or reorganisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Issuer or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Issuer (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Issuer. (b) Each of the parties hereto (other than the Conditional Purchaser) undertakes to the Conditional Purchaser that it shall not until the expiry of one year and one day after the latest maturing commercial paper note issued by the Conditional Purchaser is paid in full, take any corporate action or other steps or legal proceedings for the winding up, moratorium dissolution, arrangement, reconstruction, reorganisation or liquidation similar proceedings or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Conditional Purchaser or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Conditional Purchaser (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Conditional Purchaser. The provisions of this Clause 11.1 shall survive the termination of this Agreement. 11.2 Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Conditional Purchaser under this Agreement are solely the obligations of the Conditional Purchaser and shall be payable by the Conditional Purchaser solely as provided in this Clause 11.2. Each of the parties to this Agreement (other than the Conditional Purchaser) agrees that the Conditional Purchaser shall only be required to pay (a) any liabilities that it may incur under this Agreement, subject to the Conditional Purchaser having funds available in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement dated as of December 6, 2002 among the Conditional Purchaser and JPMorgan Chase Bank, N.A. as Issuing and Paying Agent (as amended, supplemented or otherwise modified from time to time, the "Issuing and Paying Agency Agreement"), and (b) any expenses, indemnities or other liabilities that it may incur under this Agreement, subject to funds being available for such purpose in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement. To the extent permitted by law, no recourse under any obligation, covenant or agreement of any person contained in this Agreement shall be had against any shareholder, officer, agent, affiliate or director of the Issuer or the Conditional Purchaser, by the enforcement of any assessment or by any legal proceedings, by virtue of any statute or other proceedings otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Issuer and the Conditional Purchaser expressed to be a party hereto and no personal liability shall attach to or be incurred by the shareholders, officers, agents, affiliates or directors of such person as such, or any of them, under U.S. federal or state bankruptcyby reason of any of the obligations, insolvency covenants or similar lawsagreements of the Issuer or the Conditional Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person of any such obligations, covenants or agreements, either under any applicable law or by statute or constitution, of every such shareholder, officer, agent, affiliate or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and consideration for the execution of this Agreement; provided, however, that nothing herein the foregoing shall be deemed to prohibit (i) the Collateral Trustee from filing proofs not relieve any such person or entity of claim for itself and on behalf any liability they might otherwise have as a result of the Holders wilful misconduct or (ii) the Portfolio Manager fraudulent actions or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced omissions taken by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedingthem. The provisions of this Section 23 Clause 11.2 shall survive the termination of this Agreement. 11.3 The Conditional Purchaser is not, by reason of entering into this Agreement and providing its commitment hereunder, offering any securities under the Prospectus or in relation to the Class A Notes issued by the Issuer. The Conditional Purchaser is not involved in the remarketing of the Class A Notes issued by the Issuer, and has no obligation to remarket the Class A Notes. Its commitment to purchase can be called upon by the Remarketing Bank only in accordance with the Remarketing Agreement. The Conditional Purchaser is not soliciting any offers to buy the Class A Notes issued by the Issuer. The Conditional Purchaser's commercial paper notes have not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability of the Issuer to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related thereto, all obligations of and all claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy, insolvency or similar laws; provided, however, that nothing herein shall be deemed to prohibit (i) the Collateral Trustee from filing proofs of claim for itself and on behalf of the Holders or (ii) the Portfolio Manager or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceeding. The provisions of this Section 23 shall survive termination of this Agreement.

NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability (a) Each of the Issuer parties hereto (other than the Issuer) undertakes to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related theretoIssuer that, all obligations of and all claims against the Issuer will be extinguished and it shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator until the expiry of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, sums outstanding and owing under all Notes issued by the Issuer from time to time, take any bankruptcycorporate action or other steps or legal proceedings for the winding up, reorganizationdissolution, arrangement, insolvencyreconstruction or reorganisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Issuer or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Issuer (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Issuer. (b) Each of the parties hereto (other than the Conditional Purchaser) undertakes to the Conditional Purchaser that it shall not until the expiry of one year and one day after the latest maturing commercial paper note issued by the Conditional Purchaser is paid in full, take any corporate action or other steps or legal proceedings for the winding up, moratorium dissolution, arrangement, reconstruction, reorganisation or liquidation similar proceedings or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Conditional Purchaser or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Conditional Purchaser (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Conditional Purchaser. The provisions of this Clause 9.1 shall survive the termination of this Agreement. 9.2 Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Conditional Purchaser under this Agreement are solely the obligations of the Conditional Purchaser and shall be payable by the Conditional Purchaser solely as provided in this Clause 9.2. Each of the parties to this Agreement (other than the Conditional Purchaser) agrees that the Conditional Purchaser shall only be required to pay (a) any liabilities that it may incur under this Agreement, subject to the Conditional Purchaser having funds available in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement dated as of December 6, 2002 among the Conditional Purchaser and JPMorgan Chase Bank, N.A. as Issuing and Paying Agent (as amended, supplemented or otherwise modified from time to time, the "Issuing and Paying Agency Agreement"), and (b) any expenses, indemnities or other liabilities that it may incur under this Agreement, subject to funds being available for such purpose in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement. To the extent permitted by law, no recourse under any obligation, covenant or agreement of any person contained in this Agreement shall be had against any shareholder, officer, agent, affiliate, director or employee of the Issuer or the Conditional Purchaser, by the enforcement of any assessment or by any legal proceedings, by virtue of any statute or other proceedings otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Issuer and the Conditional Purchaser expressed to be a party hereto and no personal liability shall attach to or be incurred by the shareholders, officers, agents, affiliates or directors of such person as such, or any of them, under U.S. federal or state bankruptcyby reason of any of the obligations, insolvency covenants or similar lawsagreements of the Issuer or the Conditional Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person of any such obligations, covenants or agreements, either under any applicable law or by statute or constitution, of every such shareholder, officer, agent, affiliate or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and consideration for the execution of this Agreement; provided, however, that nothing herein the foregoing shall be deemed to prohibit (i) the Collateral Trustee from filing proofs not relieve any such person or entity of claim for itself and on behalf any liability they might otherwise have as a result of the Holders wilful misconduct or (ii) the Portfolio Manager fraudulent actions or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced omissions taken by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedingthem. The provisions of this Section 23 Clause 9.2 shall survive the termination of this Agreement. 9.3 The Conditional Purchaser is not, by reason of entering into this Agreement and providing its commitment under the Conditional Purchase Agreement, offering any securities under the Prospectus or in relation to the Class A Notes issued by the Issuer. The Conditional Purchaser is not involved in the remarketing of the Class A Notes issued by the Issuer, and has no obligation to remarket the Class A Notes. Its commitment to purchase can be called upon by the Remarketing Bank only in accordance with this Agreement. The Conditional Purchaser is not soliciting any offers to buy the Class A Notes issued by the Issuer.

NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability (a) Each of the Issuer parties hereto (other than the Issuer) undertakes to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related theretoIssuer that, all obligations of and all claims against the Issuer will be extinguished and it shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator until the expiry of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, sums outstanding and owing under all Notes issued by the Issuer from time to time, take any bankruptcycorporate action or other steps or legal proceedings for the winding up, reorganizationdissolution, arrangement, insolvencyreconstruction or reorganisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Issuer or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Issuer (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Issuer. (b) Each of the parties hereto (other than the Conditional Purchaser) undertakes to the Conditional Purchaser that it shall not until the expiry of one year and one day after the latest maturing commercial paper note issued by the Conditional Purchaser is paid in full, take any corporate action or other steps or legal proceedings for the winding up, moratorium dissolution, arrangement, reconstruction, reorganisation or liquidation similar proceedings or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Conditional Purchaser or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Conditional Purchaser (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Conditional Purchaser. The provisions of this Clause 11.1 shall survive the termination of this Agreement. 11.2 Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Conditional Purchaser under this Agreement are solely the obligations of the Conditional Purchaser and shall be payable by the Conditional Purchaser solely as provided in this Clause 11.2. Each of the parties to this Agreement (other than the Conditional Purchaser) agrees that the Conditional Purchaser shall only be required to pay (a) any liabilities that it may incur under this Agreement, subject to the Conditional Purchaser having funds available in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement dated as of December 6, 2002 among the Conditional Purchaser and JPMorgan Chase Bank, N.A. as Issuing and Paying Agent (the "Issuing and Paying Agency Agreement"), and (b) any expenses, indemnities or other liabilities that it may incur under this Agreement, subject to funds being available for such purpose in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement. To the extent permitted by law, no recourse under any obligation, covenant or agreement of any person contained in this Agreement shall be had against any shareholder, officer or director of the Issuer or the Conditional Purchaser, by the enforcement of any assessment or by any legal proceedings, by virtue of any statute or other proceedings otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Issuer and the Conditional Purchaser expressed to be a party hereto and no personal liability shall attach or be incurred by the shareholders, officers, agents or directors of such person as such, or any of them, under U.S. federal or state bankruptcyby reason of any of the obligations, insolvency covenants or similar lawsagreements of the Issuer or the Conditional Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person of any such obligations, covenants or agreements, either under any applicable law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and consideration for the execution of this Agreement; provided, however, that nothing herein the foregoing shall be deemed to prohibit (i) the Collateral Trustee from filing proofs not relieve any such person or entity of claim for itself and on behalf any liability they might otherwise have as a result of the Holders wilful misconduct or (ii) the Portfolio Manager fraudulent actions or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced omissions taken by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedingthem. The provisions of this Section 23 Clause 11.2 shall survive the termination of this Agreement.

NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability (a) Each of the Issuer parties hereto (other than the Issuer) undertakes to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related theretoIssuer that, all obligations of and all claims against the Issuer will be extinguished and it shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator until the expiry of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, sums outstanding and owing under all Notes issued by the Issuer from time to time, take any bankruptcycorporate action or other steps or legal proceedings for the winding up, reorganizationdissolution, arrangement, insolvencyreconstruction or reorganisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Issuer or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Issuer (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Issuer. (b) Each of the parties hereto (other than the Conditional Purchaser) undertakes to the Conditional Purchaser that it shall not until the expiry of one year and one day after the latest maturing commercial paper note issued by the Conditional Purchaser is paid in full, take any corporate action or other steps or legal proceedings for the winding up, moratorium dissolution, arrangement, reconstruction, reorganisation or liquidation similar proceedings or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Conditional Purchaser or any or all of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Conditional Purchaser (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Conditional Purchaser. The provisions of this Clause 9.1 shall survive the termination of this Agreement. 9.2 Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Conditional Purchaser under this Agreement are solely the obligations of the Conditional Purchaser and shall be payable by the Conditional Purchaser solely as provided in this Clause 9.2. Each of the parties to this Agreement (other than the Conditional Purchaser) agrees that the Conditional Purchaser shall only be required to pay (a) any liabilities that it may incur under this Agreement, subject to the Conditional Purchaser having funds available in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement dated as of December 6, 2002 among the Conditional Purchaser and JPMorgan Chase Bank, N.A. as Issuing and Paying Agent (the "Issuing and Paying Agency Agreement"), and (b) any expenses, indemnities or other liabilities that it may incur under this Agreement, subject to funds being available for such purpose in accordance with the payment priorities set out in Section 3(a)(v) of the Issuing and Paying Agency Agreement. To the extent permitted by law, no recourse under any obligation, covenant or agreement of any person contained in this Agreement shall be had against any shareholder, officer, director or employee of the Issuer or the Conditional Purchaser, by the enforcement of any assessment or by any legal proceedings, by virtue of any statute or other proceedings otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Issuer and the Conditional Purchaser expressed to be a party hereto and no personal liability shall attach or be incurred by the shareholders, officers, agents or directors of such person as such, or any of them, under U.S. federal or state bankruptcyby reason of any of the obligations, insolvency covenants or similar lawsagreements of the Issuer or the Conditional Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person of any such obligations, covenants or agreements, either under any applicable law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and consideration for the execution of this Agreement; provided, however, that nothing herein the foregoing shall be deemed to prohibit (i) the Collateral Trustee from filing proofs not relieve any such person or entity of claim for itself and on behalf any liability they might otherwise have as a result of the Holders wilful misconduct or (ii) the Portfolio Manager fraudulent actions or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced omissions taken by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedingthem. The provisions of this Section 23 Clause 9.2 shall survive the termination of this Agreement.