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Limited Recourse and Non-Petition Sample Clauses

Limited Recourse and Non-Petition. (a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the “Net Proceeds”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “Amounts Due”), the obligation of the Company shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Company for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Company to recover any amounts due and payable by the Company under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Company, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Company whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds. (b) The Secured Parties hereby acknowledge and agree that the Company’s obligations under the Transaction Documents are solely the corporate obligations of the Company, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Company for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.
Limited Recourse and Non-Petition. (a) Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent and the Trustee hereby agree and acknowledge that the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Commercial Real Estate Loans as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Commercial Real Estate Loans, all obligations of the Issuer and all claims of Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee against the Issuer under this Agreement shall be extinguished and shall not thereafter revive. Each of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer, and that none of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator or the Trustee will have any recourse to any of the directors, officers, employees, shareholders or Affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transaction contemplated hereby. (b) Notwithstanding any other provision of this Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee hereby agree not to file, cause the filing of or join in any petition in bankruptcy against the Issuer for the non-payment to the Servicer, the Special Servicer, the Collateral Manager, or the Trustee of any amounts due pursuant to this Agreement until at least one year and one day, or, if longer, the applicable preference period then in effect (including any period established pursuant to the laws of the Cayman Islands), after the payment in full of all Notes. (c) The provisions of this Section 9.12 shall survive the termination of this Agreement for any reason whatsoever.
Limited Recourse and Non-Petition. 28.1 In respect of each Series of Certificates, each Agent, the Obligor and the Delegate agrees that notwithstanding anything to the contrary contained herein or in any other Transaction Document:‌ (a) no payment of any amount whatsoever shall be made by the Trustee (whether in its capacity as issuer or trustee) or any of its agents on its behalf except to the extent funds are available therefor from the relevant Trust Assets and further agrees that no recourse shall be had for the payment of any amount owing hereunder, whether for the payment of any fee or other amount hereunder or any other obligation or claim arising out of or based upon this Agreement, against the Trustee (whether in its capacity as issuer or trustee) to the extent the relevant Trust Assets have been exhausted following which all obligations of the Trustee (in any capacity) shall be extinguished; (b) it will not institute against, or join with any other person in instituting against, the Trustee or the Trust any bankruptcy, reorganisation, arrangement or liquidation proceedings or other proceedings under any bankruptcy or similar law; and (c) no recourse (whether by institution or enforcement of any legal proceedings or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the Trustee arising under or in connection with this Agreement by virtue of any customary law, statute or otherwise shall be had against any shareholder, officer or director of the Trustee in their capacity as such and any and all personal liability of every such shareholder, officer or director in their capacity as such for any breaches by the Trustee of any such duty, obligation or undertaking is hereby expressly waived and excluded to the extent permitted by law, and this Clause 28.1 shall survive termination of this Agreement. 28.2 None of the Agents, the Obligor, or the Delegate shall be entitled to claim or exercise any right of set-off or counterclaim in respect of any sums due under this Agreement or any part thereof with respect to any liability owed by it to the Trustee or claim any lien or other rights over any property held by it on behalf of the Trustee.
Limited Recourse and Non-Petition. 17.1 The Distributor agrees that notwithstanding anything to the contrary contained herein: (a) no payment of any amount whatsoever under or in connection with this Agreement or any other Transaction Document shall be made by the Trustee or any of their respective directors, officers, employees or agents on their behalf except to the extent funds are available therefor from the Trust Assets and further acknowledges and agrees that no recourse shall be had for the payment of any amount owing hereunder or any other Transaction Document, whether for the payment of any fee, indemnity or other amount hereunder or any other obligation or claim arising out of or based upon this Agreement or any other Transaction Document, against the Trustee to the extent the Trust Assets have been exhausted, following which all obligations of the Trustee shall be extinguished; (b) it will not petition for, institute, or join with any other person in instituting, proceedings for the reorganisation, arrangement, liquidation, bankruptcy, winding-up or receivership or other proceedings under any bankruptcy or similar law against the Trustee (and/or its directors); and (c) no recourse (whether by institution or enforcement of any legal proceedings or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the Trustee arising under or in connection with this Agreement or any other Transaction Document by virtue of any customary law, statute or otherwise shall be had against any shareholder, member, officer, agent, director or corporate service provider of the Trustee in their capacity as such. The obligations of the Trustee under this Agreement and the other Transaction Documents are corporate or limited liability obligations of the Trustee and no personal liability shall attach to or be incurred by the shareholders, members, officers, agents, directors or corporate service provider (in each of their respective capacities as such) of the Trustee, save in the case of their wilful default or actual fraud. Reference in this sub-Clause 17.1
Limited Recourse and Non-Petition. 10.1 Notwithstanding any contrary provision herein, Clause 3 (Limited Recourse; No Lien or Set-off; No Petition) of the Incorporated Terms Memorandum shall apply mutatis mutandis as if set out herein in full. The Account Bank and the Cash Administrator each hereby acknowledges, and agrees to, such limitation of its rights hereunder. 10.2 The provisions of this Clause 10 (Limited Recourse and Non-Petition) shall survive the termination of this Agreement. 10.3 Notwithstanding anything to the contrary in this Agreement or any other document, the Account Bank hereby: (a) waives all its present and future rights under its general business conditions to a lien or any other security interest over the Accounts; (b) waives any right it has or may hereafter acquire to combine, consolidate or merge the Accounts, any other accounts of the Issuer (if any) or the account of any other person or set-off any liabilities of the Issuer or any other person to the Account Bank and agrees that it shall not set-off or transfer any sum standing to the credit of or to be credited to the Accounts in or towards satisfaction of any liabilities owed to the Account Bank, the Issuer or any other person; and (c) agrees, upon receipt of a copy of an Enforcement Notice from the Security Trustee, to comply with any direction expressed to be given by the Security Trustee in respect of the operation of the Accounts.
Limited Recourse and Non-Petition. Managed and Enhanced Tap (Magenta) Funding S.T. (a) all sums due or owing to any party from or by the Replacement VFN Noteholder hereunder shall be payable by the Replacement VFN Noteholder in accordance with the Compartment Order of Priority, and provided that all liabilities of the Replacement VFN Noteholder required to be paid in priority thereto and a pro rata amount of all amounts to be paid pari passu therewith pursuant to the Compartment Order of Priority, have been paid, discharged and/or otherwise provided for in full; (b) it shall not be entitled to take any steps or proceedings which would result in the Compartment Order of Priority not being observed; (c) it shall not to take any action or proceedings against the Replacement VFN Noteholder to recover any amounts payable by the Replacement VFN Noteholder to it hereunder; (d) pursuant to article L. 214-175-III of the French Code monétaire et financier, any claim it may have against the Replacement VFN Noteholder subject to the Compartment Order of Priority and any statutory priority of payment; and (e) pursuant to article L.214-175-III of the French Code monétaire et financier, neither the Compartment nor Managed and Enhanced Tap (Magenta) Funding S.T. is subject to the provisions of Book VI of the French Code de commerce relating to insolvency proceedings. Where:
Limited Recourse and Non-Petition. Paragraphs 6 (Limited Recourse; Non-Petition) and 7 (Obligations as Corporate Obligations) of the Common Terms apply to this Deed and shall be deemed set out in full herein.
Limited Recourse and Non-PetitionThe provisions of Paragraph 8 (Non-Petition) of the Common Terms apply to this Agreement as if set out in full in this Agreement.
Limited Recourse and Non-Petition. AP hereby agrees that it shall have recourse in respect of any claim under this Agreement only to sums derived from the Secured Property relating to the relevant Pool, subject always to the Security (as defined in the relevant Security Deed) and any such claim by AP shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Secured Property relating to the relevant Pool after meeting claims secured on it. The Trustee (or any other secured party) having realised the same, neither AP nor any person acting on its behalf shall be entitled to take any further steps against CSL to recover any further sums and no debt shall be owed by CSL to such person in respect of any such further sum. In particular, AP shall not be entitled to institute, or join with any other person in bringing, instituting or joining, insolvency proceedings (whether court based or otherwise) in relation to CSL, nor shall it have any claim in respect of any sum arising in respect of the Secured Property for any other Pool or any other assets of CSL including, but not limited to, any sums derived from or in connection with any Short and Leveraged Commodity Securities.
Limited Recourse and Non-Petition. (i) In relation to all sums due and payable by Party B to Party A, Party A agrees that it will have recourse only to the funds and securities standing to the credit of the IRC Collateral Account as such funds and securities may be applied by the Cash Manager in accordance with the IRC Collateral Account Priority of Payments, and will not have any claim, by operation of law or otherwise, against, or recourse to, any of Party B’s other assets or its contributed capital and that if the funds and securities standing to the credit of the IRC Collateral Account are insufficient then the amount remaining to be paid will cease to be due and payable by Party B and Party A shall have no further claim against Party B in respect of any unpaid amounts and such unpaid amounts shall be discharged in full and any remaining liabilities of Party B extinguished. (ii) Party A agrees and acknowledges that: (a) it is not (nor is any person on its behalf, other than the Trustee where appropriate) entitled, otherwise as permitted by the Transaction Documents, to direct the Trustee to enforce the Security or take any proceedings against Party B to enforce the Security; (b) neither it nor any person on its behalf is entitled to institute and neither it nor any person on its behalf shall institute Insolvency Proceedings directly against Party B or the appointment of any Insolvency Official in relation to Party B other than a Receiver appointed under the Deed of Charge; (c) it does not have the right to take or join and shall not take or join any person in taking steps against Party B, or any director, shareholder or officer of Party B, for the purpose of obtaining payment of any amount due from Party B; and (d) neither it nor any person on its behalf is entitled to take or join and neither it nor any person on its behalf shall take or join in the taking of any corporate action, legal proceedings or other procedure or step that would result in the Pre- Enforcement Priority of Payments, the Post-Enforcement Priority of Payments and/or the IRC Collateral Account Priority of Payments not being complied with, save for lodging a claim in the liquidation of Party B that is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of Party B in relation thereto. The provisions of this Part 5(h) (Limited Recourse and Non-Petition) shall survive the termination of this Agreement.