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

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one year (or such longer preference period as shall then be in effect) and one day since the Collection Date. The Seller hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio and the membership interests of the Borrower and the proceeds of such membership interests, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer the Sale Portfolio to the Borrower pursuant to the Second Tier Purchase and Sale Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the Borrower’s obligations under the Loan and Servicing Agreement. In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby and for the Agent and the Secured Parties to enter into the Loan and Servicing Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser (or its assignees) may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one year (or such longer preference period as shall then be in effect) and one day since the Collection Date. The Seller hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio and the membership interests of the Borrower and the proceeds of such membership interestsPortfolio, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the Sale Portfolio to the Borrower Trustee, on behalf of the Secured Parties, pursuant to the Second Tier Purchase Loan and Sale Servicing Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Agreement. In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Agent and the Secured Parties to enter into the Loan and Servicing Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser (or its assignees) may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year (or such longer preference period as shall then be in effect) and one day since (or, if longer, the Collection Dateapplicable preference period then in effect plus one day) after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts. The Seller hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio and the membership interests of the Borrower and the proceeds of such membership interestsPortfolio, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the Sale Portfolio to the Borrower Collateral Agent, on behalf of the Secured Parties, pursuant to the Second Tier Purchase and Sale Credit Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Credit Agreement. In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Credit Agreement and the transactions contemplated thereby and are an essential term hereof. The Each of the Purchaser (or its assignees) and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser Transferee any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year (or such longer preference period as shall then be in effect) and one day since (or, if longer, the Collection Dateapplicable preference period then in effect plus one day) after the payment in full of all Secured Obligations (other than contingent and unasserted indemnification and expense reimbursement obligations) and termination of the Financing Commitments. The Seller Transferor hereby acknowledges that (i) the Purchaser Transferee has no assets other than the Sale Portfolio and the membership interests of the Borrower and the proceeds of such membership interestsall Conveyed Assets Conveyed hereunder, (ii) the Purchaser Transferee shall, immediately upon Purchase Conveyance hereunder, transfer grant a security interest in the Sale Portfolio related Conveyed Assets to the Borrower Collateral Agent, on behalf of the Secured Parties, pursuant to the Second Tier Purchase and Sale Credit Agreement, and (iii) Available Collections generated by the Sale Portfolio all Conveyed Assets Conveyed hereunder will be applied to payment of the BorrowerTransferee’s obligations under the Loan and Servicing Credit Agreement. In addition, the Seller Transferor shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser Transferee or any of its successors or assigns. The provisions of this Section 10.12 9.12 are a material inducement for the Purchaser Transferee to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Credit Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser Each of the Transferee (or its assignees) and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year (or such longer preference period as shall then be in effect) and one day since (or, if longer, the Collection Dateapplicable preference period then in effect plus one day) after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts. The Seller hereby acknowledges that (i) the Purchaser has no assets other than the all Sale Portfolio and the membership interests of the Borrower and the proceeds of such membership interestsPurchased hereunder, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the related Sale Portfolio to the Borrower Collateral Agent, on behalf of the Secured Parties, pursuant to the Second Tier Purchase and Sale Credit Agreement, and (iii) Available Collections generated by the all Sale Portfolio Purchased hereunder will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Credit Agreement. In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Credit Agreement and the transactions contemplated thereby and are an essential term hereof. The Each of the Purchaser (or its assignees) and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one year (or such longer preference period as shall then be in effect) and one day since the Collection Date. The Seller hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio and rights and interests in the membership interests of the Borrower Transaction Documents and the proceeds of such membership interestsrights incidental thereto, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the Sale Portfolio to the Borrower Collateral Agent, for the benefit of the Secured Parties, pursuant to the Second Tier Purchase Loan and Sale Servicing Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Agreement. In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser (or its assignees) may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one year and one day (or such longer preference period as shall then be in effect) and one day since the Collection Date. The Seller hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio and rights and interests in the membership interests of the Borrower Transaction Documents and the proceeds of such membership interestsrights incidental thereto, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the Sale Portfolio to the Borrower Collateral Agent, on behalf of the Secured Parties, pursuant to the Second Tier Purchase Loan and Sale Servicing Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Agreement. In addition, the Seller shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser (or its assignees) may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year (or such longer preference period as shall then be in effect) and one day since the Collection Date. The Seller Transferor hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio and rights and interests in the membership interests of the Borrower Transaction Documents and the proceeds of such membership interestsrights incidental thereto, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the Sale Portfolio to the Borrower Collateral Agent, for the benefit of the Secured Parties, pursuant to the Second Tier Purchase Loan and Sale Servicing Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Agreement. In addition, the Seller Transferor shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 10.11 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser (or its assignees) may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.

Bankruptcy Non-Petition and Limited Recourse; Claims. The Seller Transferor hereby agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year (or such longer preference period as shall then be in effect) and one day since the Collection Date. The Seller Transferor hereby acknowledges that (i) the Purchaser has no assets other than the Sale Portfolio Portfolio, all other Collateral and any amounts on deposit in the membership Controlled Accounts and rights and interests of in the Borrower Transaction Documents and the proceeds of such membership interestsrights incidental thereto, (ii) the Purchaser shall, immediately upon Purchase hereunder, transfer grant a security interest in the Sale Portfolio to the Borrower Collateral Agent, for the benefit of the Secured Parties, pursuant to the Second Tier Purchase Loan and Sale Servicing Agreement, and (iii) Available Collections generated by the Sale Portfolio will be applied to payment of the BorrowerPurchaser’s obligations under the Loan and Servicing Agreement. In addition, the Seller Transferor shall have no recourse for any amounts payable or any other obligations arising under this Agreement against any officer, member, director, employee, partner, Affiliate or security holder of the Purchaser or any of its successors or assigns. The provisions of this Section 10.12 10.11 are a material inducement for the Purchaser to enter into this Agreement and the transactions contemplated hereby, for the Borrower to enter into the Second Tier Purchase and Sale Agreement and the transactions contemplated thereby hereby and for the Administrative Agent and the Secured Parties to enter into the Loan and Servicing Agreement and the transactions contemplated thereby and are an essential term hereof. The Purchaser (or its assignees) may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding-up, insolvency, moratorium or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws or any similar laws.