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

Non-Petition; Limited Recourse. The Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Transferee any bankruptcy proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effective, and one (1) day from the date on which all amounts owed by the Transferor pursuant to this Agreement have been paid in full. The Transferee shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any bankruptcy proceeding commenced by any Person in violation of this Section 8.12. The Transferee hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any bankruptcy proceeding to enforce each and every covenant contained in this Section 8.12, as third-party beneficiaries of this Agreement. US-DOCS\148129643.6

Non-Petition; Limited Recourse. The Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Transferee any bankruptcy proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effective, and one (1) day from the date on which all amounts owed by the Transferor pursuant to this Agreement have been paid in full. The Transferee shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any bankruptcy proceeding commenced by any Person in violation of this Section 8.12. The Transferee hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any bankruptcy proceeding to enforce each and every covenant contained in this Section 8.12, as third-third party beneficiaries of this Agreement. US-DOCS\148129643.6.

Non-Petition; Limited Recourse. The Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Transferee any bankruptcy proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effective, and one (1) day from the date on which all amounts owed by the Transferor pursuant to this Agreement have been paid in full. The Transferee shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any bankruptcy proceeding commenced by any Person in violation of this Section 8.12. The Transferee hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders Trustee having creditor derivative standing in any bankruptcy proceeding to enforce each and every covenant contained in this Section 8.12, as third-party beneficiaries of this Agreement. US-DOCS\148129643.6Sections 2.7(i) and 5.4(d) of the Indenture shall be incorporated herein mutatis mutandis.

Non-Petition; Limited Recourse. The Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Transferee any bankruptcy proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effective, and one (1) day from the date on which all amounts owed by the Transferor pursuant to this Agreement have been paid in full. The Transferee shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any bankruptcy proceeding commenced by any Person in violation of this Section 8.12. The Transferee hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders Collateral Trustee having creditor derivative standing in any bankruptcy proceeding to enforce each and every covenant contained in this Section 8.12, as third-party beneficiaries of this Agreement. US-DOCS\148129643.6Sections 2.7(i) and 5.4(d) of the Indenture shall be incorporated herein mutatis mutandis.