Limited Recourse and Non-Petition. (a) The parties to this Loan Agreement hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement. (b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts. (c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceeding.
Appears in 2 contracts
Samples: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Limited Recourse and Non-Petition. 10.1 The Wakeel hereby acknowledges that prior to the Maturity Date or, as the case may be, the Dissolution Date of each Series all payments by the relevant Trustee to the Wakeel in respect of any such Series will be subject to the priority of payments set out in the Cashflow Waterfall and agrees with the Trustees to be bound by the terms of the Master Trust Deed and each Supplemental Trust Deed, insofar as they apply to the Wakeel or to the discharge of the Trustees' obligations to the Wakeel under this Agreement. After the occurrence of a Dissolution Event, or dissolution in accordance with Condition 11.2 (aEarly Dissolution for Tax Reasons) or Condition 11.3 (Dissolution at the Option of the Trustee) in respect of any Series, the rights or recourse of the Wakeel shall be limited to the amounts from time to time available and comprising the Trust Assets corresponding to such Series subject to the priority of payments set out in the Master Trust Deed and relevant Supplemental Trust Deed. Accordingly, the Wakeel shall have no claim or recourse against the Trustee(s) in respect of any amount which is or remains unsatisfied after the application of the Cashflow Waterfall in the manner aforesaid and any unsatisfied amounts shall be extinguished.
10.2 Notwithstanding any other provisions of this Agreement to the contrary, the Wakeel agrees that all of its rights against the relevant Trustee under or in connection with this Agreement are limited to the extent that it will not take any action or proceedings against such Trustee to recover any amounts due and payable by such Trustee to it under this Agreement except as expressly permitted by the provisions of this Agreement and after all payments of a higher priority under this Agreement, the Master Trust Deed or the relevant Supplemental Trust Deed, as applicable, have been made. The parties Wakeel will not petition to this Loan Agreement hereby agree that they wind-up a Trustee in any jurisdiction.
10.3 The Wakeel shall not have claim or exercise any recourse right of set-off or counterclaim in respect of any sums due under this Agreement or any obligationpart thereof with respect to any liability owed by it to the relevant Trustee or claim any lien or other rights over any property held by it on behalf of such Trustee.
10.4 Without prejudice to the other provisions of this Agreement, covenant, or agreement the Wakeel hereby agrees for the benefit of the Portfolio Administrator contained Trustees that if, whether in the liquidation of the Wakeel or otherwise (and notwithstanding the provisions of this Loan Agreement), any payment is received by it in respect of any amount due hereunder other than in accordance with the provisions of this Agreement or the Trust Deed, as applicable, the amount so paid shall be received and held by the Wakeel upon trust for the relevant Trustee and shall be paid over to such Trustee forthwith upon receipt provided however that this Clause 10 (Limited Recourse and Non-Petition) shall have effect only to the extent that it does not constitute or create, and is not deemed to constitute or create, any mortgage, charge or other security interest of any kind.
10.5 No recourse (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of a 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, agent, employee officer or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained a Trustee in this Loan Agreement, or implied therefrom, their capacity as such and any and all personal liability of every such shareholder, officer, agent, employee officer or director in their capacity as such for any breaches by the Portfolio Administrator a Trustee of any such obligationsduty, covenants obligation or agreements, either at law or by statute or constitution, undertaking is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, and excluded to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountspermitted by law.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceeding.
Appears in 2 contracts
Limited Recourse and Non-Petition. In respect of each Series of Certificates, each Agent, the Bank and the Delegate agrees that notwithstanding anything to the contrary contained herein or in any other Transaction Document:
27.1.1 no payment of any amount whatsoever shall be made by the Trustee (aacting in any capacity), the Delegate or any of their respective shareholders, directors, officers, employees or agents on their behalf except to the extent funds are available therefor from the relevant Trust Assets and further acknowledges and 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 the Transaction Documents, against the Trustee (acting in any capacity), the Delegate or any of their respective directors, officers, employees or agents to the extent the relevant Trust Assets have been exhausted following which all obligations of the Trustee (acting in any capacity) The parties to this Loan Agreement hereby agree that they and the Delegate shall be extinguished;
27.1.2 it will not have petition for, institute, or join with any recourse other person in instituting proceedings for, the reorganisation, arrangement, liquidation, bankruptcy, winding-up or receivership or other proceedings under any obligationbankruptcy or similar law against the Trustee (and/or its directors);
27.1.3 no recourse (whether by institution or enforcement of any legal proceedings or assessment or otherwise) in respect of any breaches of any duty, covenant, obligation or agreement undertaking of the Portfolio Administrator contained Trustee arising under or in connection with this Loan Agreement by virtue of any customary law, statute or otherwise shall be had against any shareholder, officer, employee, agent, employee director or director corporate services provider of the Portfolio Administrator, Trustee in their capacity as such for any breaches by the enforcement Trustee and any and all personal liability of every such shareholder, officer, employee, agent, director or corporate services provider of the Trustee in their capacity as such for any breaches by the Trustee of any assessment such duty, obligation or undertaking is hereby expressly waived and excluded to the extent permitted by any proceeding, by virtue law. The obligations of any statute or otherwise, it being expressly agreed and understood that the obligations Trustee under this Loan Agreement are corporate or limited liability obligations of the Portfolio Administrator. Furthermore, Trustee and no personal liability shall attach to or be incurred by the shareholders, members, officers, employees, agents, employees directors or directors corporate services provider of the Portfolio AdministratorTrustee (in their capacity as such), save in the case of their wilful default or actual fraud; and
27.1.4 it shall not be entitled to claim or exercise any right of themset off, counterclaim, abatement or other similar remedy which it might otherwise have, under or by reason the laws of any of the obligationsjurisdiction, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and sums due under this Agreement with respect to any unsatisfied amounts shall be extinguished and neither liability owed by it to the parties to this Loan Agreement nor Trustee or claim any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, lien or other proceedings under rights over any applicable bankruptcy or similar law in connection with the obligations property held by it on behalf of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingTrustee.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan 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 Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach 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 or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights 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 recourse 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 parties to this Loan Agreement shall be limited to Cayman Islands), after the assets payment in full of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsall Notes.
(c) The parties to provisions of this Loan Section 9.12 shall survive the termination of this Agreement shall not be entitled at for any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 2 contracts
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.), Servicing Agreement (Granite Point Mortgage Trust Inc.)
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan 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 the 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 Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach 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 or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent and the Trustee hereby agree not to file, cause the filing of recourse 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 parties to this Loan Agreement shall be limited to Cayman Islands), after the assets payment in full of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsall Notes.
(c) The parties to provisions of this Loan Section 9.12 shall survive the termination of this Agreement shall not be entitled at for any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 2 contracts
Samples: Servicing Agreement (TPG RE Finance Trust, Inc.), Servicing Agreement (TPG RE Finance Trust, Inc.)
Limited Recourse and Non-Petition. (a) The parties Except as otherwise expressly provided in this Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document, the Secured Creditors shall have recourse (to the extent entitled so to do hereunder) only to the Collateral pursuant to the relevant order of priorities specified in this Agreement. Once the Collateral (and any other funds available to a Secured Creditor pursuant to this Loan Agreement hereby agree that they shall not have Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any recourse under any obligationother Transaction Document) has been exhausted, covenant, or agreement none of the Portfolio Administrator contained Secured Creditors (being entitled so to do) shall be obliged or permitted to take any further steps against the MAV to recover any further sums in respect of the Transaction Documents, the Collateral or any other such funds available to a Secured Creditor pursuant to this Loan Agreement Agreement, the Existing Indemnity and Tax Claims Protocol, the CIBC Omnibus Agreement, the Ineligible Asset Note Indenture or any other Transaction Document. The obligations of the MAV are solely the obligations of Master Asset Vehicle II. No recourse for the payment of any obligation of the MAV shall be had against the Issuer Trustee, the beneficiaries or any incorporator, Affiliate, shareholder, director, officer, agentrepresentative, employee employee, manager, member, advisor or director agent of the Portfolio Administrator, by Issuer Trustee or any predecessor or successor of the enforcement Issuer Trustee; provided that this shall not apply if such limitation on recourse would be in breach of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan AgreementApplicable Law.
(b) Notwithstanding any provisions prior termination of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights of recourse of the parties to this Loan Agreement shall be limited no Secured Creditor shall, prior to the assets of date which is one year and one day (or such longer period as is applicable under the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy insolvency or similar law in connection with of any relevant jurisdiction) after the obligations later of: (i) the final distribution of proceeds of the Portfolio Administrator owed under this Loan Agreement or any other Transaction DocumentCollateral; provided, however, that nothing herein shall preclude or stop any such party from (Aii) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties final distribution of proceeds of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceeding.CIBC Collateral; and
Appears in 1 contract
Samples: Omnibus Agreement
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Operating Advisor, the Note Administrator, and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan 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 Advancing Agent, the Operating Advisor, 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 Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach and that none of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
transaction contemplated hereby. (b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zeroServicer, the parties Special Servicer, the Advancing Agent, the Operating Advisor and the Trustee hereby agree not to this Loan Agreement shall have no further claim against file, cause the Portfolio Administrator in respect filing of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution petition in bankruptcy against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or Issuer for the appointment of a liquidatornon- payment to the Servicer, examinerthe Special Servicer, receiver, receiver manager, administrator or similar officialthe Operating Advisor, or other proceedings under the Trustee of any amounts due pursuant to this Agreement until at least one year and one day, or, if longer, the applicable bankruptcy or similar law preference period then in connection with effect (including any period established pursuant to the obligations laws of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; providedCayman Islands), however, that nothing herein shall preclude or stop any such party from (A) taking any action after the payment in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under full of all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingNotes. 00000000.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Limited Recourse and Non-Petition. (a) Solely with respect to EF SPV, the Secured Parties (as defined in the US Security Agreement) shall have recourse only to the proceeds of the realization of Collateral of EF SPV once the proceeds have been applied in accordance with the terms of the US 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 EF SPV shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by EF SPV for any further sum. The parties Secured Parties shall not take any action or commence any proceedings against EF SPV to recover any amounts due and payable by EF SPV under this Loan 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 EF SPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EF SPV 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. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(b) The Secured Parties hereby acknowledge and agree that they EF SPV’s obligations under the Transaction Documents are solely the corporate obligations of EF SPV, and that the Secured Parties shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligationsdirectors, covenants officers or agreements employees of the Portfolio Administrator contained in this Loan AgreementEF SPV for any claims, or implied therefromlosses, and any and all personal liability of every such shareholderdamages, officerliabilities, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, indemnities or other proceedings under any applicable bankruptcy or similar law obligations whatsoever in connection with any transactions contemplated by the obligations Transaction Documents. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED IN WITNESS WHEREOF, each party has caused its signature page to this Fourth Amended and Restated Financing Agreement to be duly executed as of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingdate first written above.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Operating Advisor, the Note Administrator, and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan Agreement are limited recourse obligations of the Issuer payable solely from the Mortgage Loans as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Mortgage Loans, all obligations of the Issuer and all claims of Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, 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 Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach and that none of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor and the Trustee hereby agree not to file, cause the filing of recourse or join in any petition in bankruptcy against the Issuer for the non-payment to the Servicer, the Special Servicer, the Operating Advisor, 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 parties to this Loan Agreement shall be limited to Cayman Islands), after the assets payment in full of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsall Notes.
(c) The parties to provisions of this Loan Section 9.12 shall survive the termination of this Agreement shall not be entitled at for any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan Agreement from time to time and at any time are limited recourse obligations of the Issuer payable solely from the Collateral available at such time as contemplated hereby and in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Collateral, all obligations of the Issuer and all claims of Servicer, the Special Servicer, the Collateral Manager, the Note Administrator, the Advancing Agent 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 Note Administrator, the Advancing Agent and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach 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 or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders, incorporator or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zeroServicer, the parties Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator and the Trustee hereby agree not to this Loan Agreement shall have no further claim against file, cause the Portfolio Administrator in respect filing of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any petition in bankruptcy, reorganisation, receivershipreorganization, arrangement, insolvency, winding up, examinership moratorium or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar officialproceedings, or other proceedings under any applicable federal or State bankruptcy or similar law laws of any jurisdiction, against the Issuer for the non-payment to the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Note Administrator 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 connection with effect (including any period established pursuant to the obligations laws of the Portfolio Administrator owed under Cayman Islands) and one day, after the payment in full of all Notes and Class A Loans.
(c) The provisions of this Loan Section 9.12 shall survive the termination of this Agreement or for any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) The parties RB shall have recourse only to the net assets of ESPV (other than the Excluded Collateral as defined in Exhibit E attached hereto) (the “ESPV Assets”) following the realization of Collateral (as defined in Exhibit E attached hereto) in accordance with the terms of the Security Agreement (as defined in Exhibit E attached hereto). If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”) are insufficient to discharge all payments which, but for the effect of this Loan Agreement clause, would then be due and payable to RB hereunder (the “Amounts Due”), the obligations of ESPV to RB hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to RB by ESPV for any further sum. RB shall not take any action or commence any proceedings against ESPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. RB shall not take any action or commence any proceedings or petition a court for the liquidation of ESPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to ESPV 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) RB hereby agree acknowledges and agrees that they ESPV’s obligations hereunder are solely the corporate obligations of ESPV, and that RB shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligationsdirectors, covenants officers or agreements employees of the Portfolio Administrator contained in this Loan AgreementESPV for any claims, or implied therefromlosses, and any and all personal liability of every such shareholderdamages, officerliabilities, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, indemnities or other proceedings under any applicable bankruptcy or similar law obligations whatsoever in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; providedtransactions contemplated hereby. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingAS AMENDED.
Appears in 1 contract
Samples: Participation Agreement (Republic Bancorp Inc /Ky/)
Limited Recourse and Non-Petition.
10.1 The Wakeel hereby acknowledges that prior to the Maturity Date or, as the case may be, the Dissolution Date of each Series all payments by the relevant Trustee to the Wakeel in respect of any such Series will be subject to the priority of payments set out in the Cashflow Waterfall and agrees with the Trustees to be bound by the terms of the Master Trust Deed and each Supplemental Trust Deed, insofar as they apply to the Wakeel or to the discharge of the Trustees' obligations to the Wakeel under this Agreement. After the occurrence of a Dissolution Event, or dissolution in accordance with Condition 11.2 (aEarly Dissolution for Tax Reasons) or Condition 11.3 (Dissolution at the Option of the Trustee) in respect of any Series, the rights or recourse of the Wakeel shall be limited to the amounts from time to time available and comprising the Trust Assets corresponding to such Series subject to the priority of payments set out in the Master Trust Deed and relevant Supplemental Trust Deed. Accordingly, the Wakeel shall have no claim or recourse against the Trustee(s) in respect of any amount which is or remains unsatisfied after the application of the Cashflow Waterfall in the manner aforesaid and any unsatisfied amounts shall be extinguished.
10.2 Notwithstanding any other provisions of this Agreement to the contrary, the Wakeel agrees that all of its rights against the relevant Trustee under or in connection with this Agreement are limited to the extent that it will not take any action or proceedings against such Trustee to recover any amounts due and payable by such Trustee to it under this Agreement except as expressly permitted by the provisions of this Agreement and after all payments of a higher priority under this Agreement, the Master Trust Deed or the relevant Supplemental Trust Deed, as applicable, have been made. The parties Wakeel will not petition to this Loan Agreement hereby agree that they wind-up a Trustee in any jurisdiction.
10.3 The Wakeel shall not have claim or exercise any recourse right of set-off or counterclaim in respect of any sums due under this Agreement or any obligationpart thereof with respect to any liability owed by it to the relevant Trustee or claim any lien or other rights over any property held by it on behalf of such Trustee.
10.4 Without prejudice to the other provisions of this Agreement, covenant, or agreement the Wakeel hereby agrees for the benefit of the Portfolio Administrator contained Trustees that if, whether in the liquidation of the Wakeel or otherwise (and notwithstanding the provisions of this Loan Agreement), any payment is received by it in respect of any amount due hereunder other than in accordance with the provisions of this Agreement or the Trust Deed, as applicable, the amount so paid shall be received and held by the Wakeel upon trust for the relevant Trustee and shall be paid over to such Trustee forthwith upon receipt provided however that this Clause 10 (Limited Recourse and Non-Petition) shall have effect only to the extent that it does not constitute or create, and is not deemed to constitute or create, any mortgage, charge or other security interest of any kind.
10.5 No recourse (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of a 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, agent, employee officer or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained a Trustee in this Loan Agreement, or implied therefrom, their capacity as such and any and all personal liability of every such shareholder, officer, agent, employee officer or director in their capacity as such for any breaches by the Portfolio Administrator a Trustee of any such obligationsduty, covenants obligation or agreements, either at law or by statute or constitution, undertaking is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, and excluded to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountspermitted by law.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceeding.
Appears in 1 contract
Samples: Master Wakala Agreement
Limited Recourse and Non-Petition. (a) 9.1 The parties Subordinated Loan Provider agrees with the Issuer and the Security Agent to this Loan Agreement hereby agree that they shall not have any recourse under any obligation, covenant, or agreement be bound by the terms of the Portfolio Administrator contained Pledge Agreement and in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, particular confirms that it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of only have recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator Issuer in respect of any resulting shortfall amounts payable by the Issuer under this Agreement after all sums thereby required to be paid in priority thereto have been paid or discharged in full. In addition, the Subordinated Loan Provider shall have recourse only against the Pledged Assets and to no other assets of the Issuer. The Subordinated Loan Provider further agrees that, except as provided in the Pledge Agreement, only the Security Agent may enforce the security created in favour of the Secured Parties by the Pledge Agreement in accordance with the provisions thereof and it shall not take any unsatisfied amounts shall be extinguished and steps for the purpose of recovering the secured obligations under the Pledge Agreement (including, without limitation, by exercising any rights of set off) or enforcing any rights arising out of this Agreement against the Issuer.
9.2 Without prejudice to Clause 9.1, neither the parties to this Subordinated Loan Agreement Provider nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute the Security Agent may initiate or join anyone in initiating against the Portfolio Administrator, Issuer or join in any institution against the Portfolio Administrator, of its Compartments any bankruptcy, dissolution, liquidation, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation arrangement proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; providedproceedings having a similar effect until at least one (1) year has expired after the latest maturing Note is paid in full.
9.3 Without prejudice to the foregoing provisions of this Clause 9, howeverthe Subordinated Loan Provider hereby undertakes with the Issuer and the Security Agent that if, that nothing herein shall preclude or stop after an Enforcement Notice has been given, any such party from payment is made to the Subordinated Loan Provider (A) taking any action in (x) any case or proceeding voluntarily filed or commenced other than by the Portfolio Administrator Security Agent in accordance with the Priority of Payments upon Enforcement) or (y) the Subordinated Loan Provider recovers any involuntary bankruptcyamount in respect of the Subordinated Loan or any interest thereon, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting amount so paid shall be paid to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties Security Agent forthwith upon receipt in accordance with Clause 11.7 of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingPledge Agreement.
9.4 The agreements set forth in this Clause 9 and the parties' respective obligations thereunder shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Subordinated Loan Agreement
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Collateral Manager, the Operating Advisor, the Note Administrator, the Advancing Agent and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan Agreement are limited recourse obligations of the Issuer payable solely from the Mortgage Loans as contemplated hereby or in accordance with the Priority of Payments (as defined in the Indenture), and, following realization of all of the Mortgage Loans, all obligations of the Issuer and all claims of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Operating Advisor, 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 Operating Advisor, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach and that none of the Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights Servicer, the Special Servicer, the Collateral Manager, the Advancing Agent, the Operating Advisor and the Trustee hereby agree not to file, cause the filing of recourse or join in any petition in bankruptcy against the Issuer for the non-payment to the Servicer, the Special Servicer, the Collateral Manager, the Operating Advisor, 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 parties to this Loan Agreement shall be limited to Cayman Islands), after the assets payment in full of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsall Notes.
(c) The parties to provisions of this Loan Section 9.12 shall survive the termination of this Agreement shall not be entitled at for any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 1 contract
Limited Recourse and Non-Petition. The Seller shall have recourse only to the net assets of the Purchase (aother than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) (the “Purchaser Assets”) following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such Purchaser Assets (the “Net Proceeds”) are insufficient discharge all payments which, but for the effect of this clause, would then be due and payable to the Seller herunder (the “Amounts Due”), the obligation of the Purchaser to the Seller hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Seller by the Purchaser for any further sum. The parties Seller shall not take any action or commence any proceedings against the Purchaser to recover any Amounts Due except as expressly permitted by the provisions of this Loan Agreement. The Seller shall not take any action or commence any proceedings or petition a court for the liquidation of Purchaser, nor enter into any arrangement, reorganisation or insolvency proceedings in relation to the Purchaser 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. The Seller hereby acknowledges and agrees that the Purchaser’s obligations under this Agreement hereby agree are solely the corporate obligations of the Purchaser, and that they the Seller shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligationsdirectors, covenants officers or agreements employees of the Portfolio Administrator contained in this Loan AgreementPurchaser for any claims, or implied therefromlosses, and any and all personal liability of every such shareholderdamages, officerliabilities, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, indemnities or other proceedings under any applicable bankruptcy or similar law obligations whatsoever in connection with the obligations of the Portfolio Administrator owed under any transactions contemplated by this Loan Agreement or any other Transaction Document; providedAgreement. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingAS AMENDED.
Appears in 1 contract
Samples: Participation Interest Purchase and Sale Agreement (Elevate Credit, Inc.)
Limited Recourse and Non-Petition. The Borrower hereby agrees that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (a) The parties if any), as the case may be, actually received from the Borrower (after any tax deduction required by law to be made by the Borrower in respect of such sums and for which the Lender has not received a corresponding additional payment from the Borrower pursuant to this Loan Agreement hereby agree that they shall not have (also after any recourse under any obligation, covenant, tax deduction as may be required by law)) by or agreement for the account of the Portfolio Administrator contained Lender pursuant to this Agreement (the ‘‘Lender Assets’’), subject always to
(i) the Security Interests (as defined in this Loan Agreement against the Trust Deed); and (ii) to the fact that any shareholder, officer, agent, employee or director claims of the Portfolio AdministratorJoint Lead Managers (as defined in the Subscription Agreements) shall rank in priority to claims of the Borrower hereunder, and that any such claim by the enforcement Joint Lead Managers or the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realized the same, neither the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such person in respect of any assessment or by such further sum. In particular, neither the Borrower nor any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason other person acting on behalf of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation them shall be entitled at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim institute proceedings against the Portfolio Administrator Lender, or join with any other person in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither bringing, instituting or joining, insolvency proceedings (whether court-based or otherwise) against the parties to this Loan Agreement Lender. Neither the Borrower nor any person(s) other person acting on their its behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio AdministratorLender, or join in any institution against the Portfolio AdministratorLender of, any bankruptcy, reorganisationadministration, receivershipmoratorium, reorganization, controlled management, arrangement, insolvency, winding upexaminership, examinership winding-up or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender under this Agreement, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Portfolio Administrator owed under Lender. The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Loan Agreement or any other Transaction Document; providedAgreement, however, except to the extent that nothing herein shall preclude or stop any such party from (A) taking any action person acts in (x) any case bad faith or proceeding voluntarily filed or commenced by is negligent in the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties context of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingits obligations.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) 9.1 The parties Subordinated Loan Provider agrees with the Issuer and the Security Agent to this Loan Agreement hereby agree that they shall not have any recourse under any obligation, covenant, or agreement be bound by the terms of the Portfolio Administrator contained Pledge Agreement and in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, particular confirms that it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of only have recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator Issuer in respect of any resulting shortfall amounts payable by the Issuer under this Agreement after all sums thereby required to be paid in priority thereto have been paid or discharged in full. In addition, the Subordinated Loan Provider shall have recourse only against the Pledged Assets and to no other assets of the Issuer. The Subordinated Loan Provider further agrees that, except as provided in the Pledge Agreement, only the Security Agent may enforce the security created in favour of the Secured Parties by the Pledge Agreement in accordance with the provisions thereof and it shall not take any unsatisfied amounts shall be extinguished and steps for the purpose of recovering the secured obligations under the Pledge Agreement (including, without limitation, by exercising any rights of set off) or enforcing any rights arising out of this Agreement against the Issuer.
9.2 Without prejudice to Clause 9.1, neither the parties to this Subordinated Loan Agreement Provider nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute the Security Agent may initiate or join anyone in initiating against the Portfolio Administrator, Issuer or join in any institution against the Portfolio Administrator, of its Compartments any bankruptcy, dissolution, liquidation, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation arrangement proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; providedproceedings having a similar effect until at least one (1) year has expired after the latest maturing Note is paid in full.
9.3 Without prejudice to the foregoing provisions of this Clause 9, howeverthe Subordinated Loan Provider hereby undertakes with the Issuer and the Security Agent that if, that nothing herein shall preclude or stop after an Enforcement Notice has been given, any such party from payment is made to the Subordinated Loan Provider (A) taking any action in (x) any case or proceeding voluntarily filed or commenced other than by the Portfolio Administrator Security Agent in accordance with the Priority of Payments upon Enforcement) or (y) the Subordinated Loan Provider recovers any involuntary bankruptcyamount in respect of the Expenses Subordinated Loan or any interest thereon, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting amount so paid shall be paid to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties Security Agent forthwith upon receipt in accordance with Clause 11.7 of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingPledge Agreement.
9.4 The agreements set forth in this Clause 9 and the parties' respective obligations thereunder shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Expenses Subordinated Loan Agreement
Limited Recourse and Non-Petition. (a) The parties to this Loan Agreement Borrower hereby agree agrees that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator recourse in respect of any resulting shortfall claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, actually received and retained (net of tax) from the Borrower by or for the account of the Lender pursuant to this Agreement (the Lender Assets), subject always (A) to the Security Interests (as defined in the Trust Deed) and (B) to the fact that any unsatisfied amounts claims of the Joint Lead Managers (as defined in the Subscription Agreement) under the Subscription Agreement shall rank in priority to any claims of the Borrower, and that any such claim by the Joint Lead Managers or the Borrower shall be extinguished and reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the Lender Assets, neither the parties to this Loan Agreement Borrower nor any person(s) person acting on their its behalf shall be entitled to take any further action steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such amounts.
person in respect of any such further sum. In particular, neither the Borrower (cnor any person acting on its behalf) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, Lender or join in any institution against the Portfolio Administrator, Lender of any bankruptcy, administration, moratorium, reorganisation, receivershipcontrolled management, arrangement, insolvency, examinership, winding up, examinership up or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the creditors, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Portfolio Administrator owed under Lender. The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Loan Agreement or any other Transaction Document; providedAgreement, however, except to the extent that nothing herein shall preclude or stop any such party from person acts in bad faith or is negligent in the context of its obligations. The provisions of this Clause 17 (ALimited recourse and non-petition) taking any action in (x) any case or proceeding voluntarily filed or commenced by shall survive the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties termination of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceeding.this Agreement. Schedule 1
Appears in 1 contract
Samples: Loan Agreement
Limited Recourse and Non-Petition. Each of DIB, the Agents and the Delegate agrees that, notwithstanding anything to the contrary contained herein or any other Transaction Document:
(a) no payment of any amount whatsoever shall be made by the Trustee (in any capacity) or any of its shareholders, directors, officers, employees or agents on its behalf except to the extent funds are available therefor from the Trust Assets;
(b) the Trustee (in any capacity) may not deal with the Mudaraba Assets or realise or deal with its interest, rights, title, benefit and entitlements, present and future, in, to and under the Transaction Documents and the Trust Assets except in the manner expressly permitted by the Transaction Documents;
(c) the proceeds of the Trust Assets are the sole source of payments on the Certificates. Payment by the Trustee (in any capacity) of any Periodic Distribution Amount or any amount required to redeem the Certificates is subject to receipt by the Trustee of the amounts expected to be received by it from the Mudareb in accordance with the provisions of the Mudaraba Agreement. The parties Mudaraba Agreement provides that there is no guarantee of any return from the Mudaraba Assets and DIB's obligation to this Loan Agreement hereby agree that they pay amounts thereunder are subject to the more detailed provisions set out therein, and references in the Conditions to "Periodic Distribution Amount", "profit" and "Profit Rate" should be construed accordingly;
(d) if the net proceeds of the realisation of, or enforcement with respect to, the Trust Assets are not sufficient to make all payments due hereunder, no recourse shall not have be had to any assets of the Trustee (other than the Trust Assets in the manner contemplated in the Transaction Documents) or of the Delegate or the Agents, subject to and in accordance with such Transaction Documents, or any of their respective affiliates in respect of any such shortfall, and no recourse shall be had for the payment of any amount due and owing hereunder or under any obligationTransaction Document, covenantwhether for the payment of any fee, indemnity or other amount hereunder or any other obligation or claim arising out of or based upon the Transaction Documents, against the Trustee (in any capacity) to the extent the Trust Assets have been exhausted (following which all obligations of the Trustee shall be extinguished) or the Delegate or the Agents;
(e) it will not petition for, institute, or agreement 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 (in any capacity) or any of its directors, officers, employees, agents, shareholders or affiliates as a consequence of such shortfall or otherwise;
(f) 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 Portfolio Administrator contained Trustee (in this Loan Agreement any capacity) arising under or in connection with the Conditions or the Transaction Documents by virtue of any customary law, statute or otherwise shall be had against any shareholder, member, officer, agent, employee director or director corporate services provider of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate Trustee in their capacity as such. The obligations of the Portfolio Administrator. Furthermore, Trustee under the Conditions and the Transaction Documents are corporate or limited liability obligations of the Trustee (in any capacity) and no personal liability shall attach to or be incurred by the shareholders, members, officers, agents, employees directors or directors corporate services provider of the Portfolio AdministratorTrustee (in each of their respective capacities as such), save in the case of their wilful default or actual fraud. References in this Agreement to wilful default or actual fraud means a finding to such effect by a court of competent jurisdiction in relation to the conduct of the relevant party; and
(g) it shall not be entitled to claim or exercise any right of themset-off, counterclaim, abatement or other similar remedy which it might otherwise have, under or by reason the laws of any of the obligationsjurisdiction, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and liability owed by it to the Trustee or claim any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, lien or other proceedings under rights over any applicable bankruptcy or similar law in connection with the obligations property held by it on behalf of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingTrustee.
Appears in 1 contract
Samples: Agency Agreement
Limited Recourse and Non-Petition. Agent shall have recourse only to the net assets of ESPV (aother than any Collateral excluded pursuant to Section 2.1 of the Security Agreement) The parties (the “ESPV Assets”) following the realization of Collateral in accordance with the terms of the Security Agreement. If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”) are insufficient to discharge all payments which, but for the effect of this Loan clause, would then be due and payable to Agent hereunder (the “Amounts Due”), the obligations of ESPV to Agent hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to Agent by ESPV for any further sum. Agent shall not take any action or commence any proceedings against ESPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. Agent shall not take any action or commence any proceedings or petition a court for the liquidation of ESPV, nor enter into any arrangement, reorganisation or insolvency proceedings in relation to ESPV 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. Agent hereby [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. acknowledges and agrees that the ESPV’s obligations under this Agreement hereby agree are solely the corporate obligations of ESPV, and that they Agent shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligationsdirectors, covenants officers or agreements employees of the Portfolio Administrator contained in this Loan AgreementESPV for any claims, or implied therefromlosses, and any and all personal liability of every such shareholderdamages, officerliabilities, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, indemnities or other proceedings under any applicable bankruptcy or similar law obligations whatsoever in connection with the obligations of the Portfolio Administrator owed under any transactions contemplated by this Loan Agreement or any other Transaction Document; providedAgreement. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingAS AMENDED.
Appears in 1 contract
Samples: Administrative Services Agreement (Elevate Credit, Inc.)
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Collateral Manager and the Trustee hereby agree and acknowledge that they the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer payable solely from the Collateral as contemplated hereby in accordance with the Priority of Payments, and, following realization of the Collateral, all obligations of, and all claims of the Servicer, the Special Servicer, the Collateral Manager and the Trustee against, the Issuer under this Agreement shall be extinguished and shall not thereafter revive. Each of the Issuer, the Servicer, the Special Servicer, the Collateral Manager, the Backup Servicer and the Trustee hereby agrees and acknowledges that the each party’s obligations hereunder will be solely the corporate obligations of such party, and that none of the such parties will have any recourse under to any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholdermembers, officermanagers, agentshareholders, employee or director of the Portfolio Administratorpartners, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio Administratorsuch parties with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights Servicer, the Special Servicer, the Collateral Manager, the Backup Servicer and the Trustee hereby agree not to cause the filing of recourse a petition in bankruptcy against the Issuer for the non-payment to the Servicer, the Special Servicer, the Collateral Manager, the Backup Servicer or the Trustee of the parties any amounts due pursuant to this Loan Agreement shall be limited to the assets of the Portfolio Administrator anduntil at least one year and one day, to the extent that such assets are reduced to zeroor, if longer, the parties to this Loan Agreement shall have no further claim against applicable preference period then in effect, after the Portfolio Administrator payment in respect full of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsall CLO Notes.
(c) The parties to provisions of this Loan Section 9.11 shall survive the termination of this Agreement shall not be entitled at for any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) The parties to this Loan Agreement Borrower hereby agree agrees that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator recourse in respect of any resulting shortfall claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, actually received from the Borrower (after any tax deduction required by law to be made by the Borrower in respect of such sums and for which the Lender has not received a corresponding additional payment from the Borrower pursuant to this Agreement (also after any unsatisfied tax deduction as may be required by law)) by or for the account of the Lender pursuant to this Agreement (the “Lender Assets”), subject always to (i) the Security Interests (as defined in the Trust Deed); and (ii) to the fact that any claims of the Joint Lead Managers shall rank in priority to claims of the Borrower and, consequently, any amounts payable by the Lender hereunder after giving effect to the prior ranking claims under the Security Interests shall first be applied in discharging, in full, any claim by the Joint Lead Managers, provided always that the total of all such claims shall not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the same, neither the Borrower nor any person acting on its behalf shall be extinguished and neither the parties entitled to this Loan Agreement nor any person(s) acting on their behalf shall take any further action steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such amounts.
(c) The parties to this Loan Agreement person in respect of any such further sum. Neither the Borrower nor any other person acting on its behalf shall not be entitled at any time to institute against the Portfolio AdministratorLender, or join in any institution against the Portfolio AdministratorLender of, any bankruptcy, administration, moratorium, reorganisation, receivershipcontrolled management, arrangement, insolvency, winding upexaminership, examinership winding-up or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender under this Agreement, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Portfolio Administrator owed under Lender. The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Loan Agreement or any other Transaction Document; providedAgreement, however, except to the extent that nothing herein shall preclude or stop any such party from (A) taking any action person acts in (x) any case bad faith or proceeding voluntarily filed or commenced by is negligent in the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties context of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingits obligations.
Appears in 1 contract
Samples: Loan Agreement
Limited Recourse and Non-Petition. The Borrower hereby agrees that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (a) The parties if any), as the case may be, actually received from the Borrower (after any tax deduction required by law to be made by the Borrower in respect of such sums and for which the Lender has not received a corresponding additional payment from the Borrower pursuant to this Loan Agreement hereby agree that they shall not have (also after any recourse under any obligation, covenant, tax deduction as may be required by law)) by or agreement for the account of the Portfolio Administrator contained Lender pursuant to this Agreement (the “Lender Assets”), subject always to (i) the Security Interests (as defined in this Loan Agreement against the Trust Deed); and (ii) to the fact that any shareholder, officer, agent, employee or director claims of the Portfolio AdministratorJoint Lead Managers (as defined in the Subscription Agreement) shall rank in priority to claims of the Borrower hereunder, and that any such claim by the enforcement Joint Lead Managers or the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. The Trustee having realised the same, neither the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to such person in respect of any assessment or by such further sum. In particular, neither the Borrower nor any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason other person acting on behalf of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation them shall be entitled at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim institute proceedings against the Portfolio Administrator Lender, or join with any other person in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither bringing, instituting or joining, insolvency proceedings (whether court-based or otherwise) against the parties to this Loan Agreement Lender. Neither the Borrower nor any person(s) other person acting on their its behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio AdministratorLender, or join in any institution against the Portfolio AdministratorLender of, any bankruptcy, administration, moratorium, reorganisation, receivershipcontrolled management, arrangement, insolvency, winding upexaminership, examinership winding-up or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender under this Agreement, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Portfolio Administrator owed under Lender. The Borrower shall have no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Loan Agreement or any other Transaction Document; providedAgreement, however, except to the extent that nothing herein shall preclude or stop any such party from (A) taking any action person acts in (x) any case bad faith or proceeding voluntarily filed or commenced by is negligent in the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties context of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingits obligations.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) The parties to Notwithstanding any other provision of this Loan Agreement Agreement, the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator, and the Trustee hereby agree that they shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood acknowledge that the obligations of the Issuer under this Loan 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 Advancing Agent, the Operating Advisor, 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 Advancing Agent, the Operating Advisor, the Note Administrator and the Trustee hereby agrees and acknowledges that the Issuer’s obligations hereunder will be solely the corporate obligations of the Portfolio Administrator. FurthermoreIssuer, no personal liability shall attach and that none of the Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor, the Note Administrator or the Trustee will have any recourse to or be incurred by any of the shareholdersdirectors, officers, agentsemployees, employees shareholders or directors Affiliates of the Portfolio AdministratorIssuer with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreementtransaction contemplated hereby.
(b) Notwithstanding any provisions other provision of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentAgreement, the rights Servicer, the Special Servicer, the Advancing Agent, the Operating Advisor and the Trustee hereby agree not to file, cause the filing of recourse or join in any petition in bankruptcy against the Issuer for the non-payment to the Servicer, the Special Servicer, the Operating Advisor, 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 parties to this Loan Agreement shall be limited to Cayman Islands), after the assets payment in full of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsall Notes.
(c) The parties to provisions of this Loan Section 9.12 shall survive the termination of this Agreement shall not be entitled at for any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingreason whatsoever.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Limited Recourse and Non-Petition. (a) The parties to this Loan Agreement hereby agree that they shall not have any recourse under any obligation, covenant, or agreement 22.1 With the exception of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director payment of the Portfolio AdministratorPurchase Price of each Assigned Receivable and the fees and charges referred to in Article 8 of the Sub-Servicing Agreement, any and all sums owed to the Assignor at any time by the enforcement Assignee in any guise under or in connection with this Agreement shall be considered as a limited recourse receivable that can be enforced solely as against amounts received by the Assignee in reference to or with regard to Receivables included in each Portfolio and not as against other amounts belonging to the Assignee.
22.2 The sums owed to the Assignor shall be payable exclusively on the payment dates provided for in the Transaction Documents in accordance with the provisions on the applicable order or priority and within the limits of any assessment or by any proceeding, by virtue of any statute or otherwisethe funds effectively available to the Assignee on that date, it being expressly agreed understood that, in case of insufficient funds on a specific payment date, the difference will become due for payment on the immediately following payment date on which sufficient funds are available.
22.3 The Assignor undertakes towards the Assignee, including in the interests of the holders of the securities issued as part of the Securitization, not to submit any petition for the bringing of Insolvency Proceedings against the Assignee and understood not to intervene in any proceedings brought by others that may lead to the Assignee being subjected to Insolvency Proceedings, until a year and a day have passed since the later of (i) the date of full redemption or cancellation of all securities issued as part of the Securitization; or (ii) the date of full redemption or cancellation of the securities issued as part of any future securitization transactions undertaken by the Assignee pursuant to the Securitization Law.
22.4 The Assignor recognizes, including for the benefit of the holders of the securities issued as part of the Securitization, pursuant to and for the purposes of Article 1411 of the Civil Code, that the Assignee’s obligations under this Loan Agreement are corporate obligations shall not be invoked except within the limit of the Portfolio AdministratorAssignee’s available funds. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any paymentConsequently, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement Assignor shall have no further claim recourse or action against the Portfolio Administrator in Assignee with respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall such obligations or interests, undertaking to that end to take any further no action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join Assignee in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting order to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingobtain performance.
Appears in 1 contract
Limited Recourse and Non-Petition. (a) The Notwithstanding any of the provisions of this Agreement, each of the parties hereto hereby agrees that if the net proceeds from a liquidation of the unsecured assets of the Buyer are less than the aggregate amount payable by the Buyer to the Seller in respect of its obligations under this Loan Agreement (such negative amount being referred to herein as a shortfall), the amount payable by the Buyer to that party in respect of the Buyer’s obligations under this Agreement will be reduced to such amount of the net proceeds which are available to satisfy such payment obligation. In such circumstances the other assets of the Buyer will not be available for payment of such shortfall, and the Seller’s right to receive any further amounts in respect of such obligations shall be extinguished and that party may not take any further action to recover such amounts. [***]
(b) No party shall be entitled at any time to institute against the Buyer, or join in any institution against the Buyer of, any bankruptcy, examinership, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Buyer under this Agreement, save for lodging a claim in the liquidation of the Buyer which is initiated by another nonaffiliated party or taking proceedings to obtain a declaration or judgment as to the obligations of the Buyer in relation thereto.
(c) Each of the Buyer and the Seller hereby agree agrees that they shall not have any no recourse under any obligation, covenant, or agreement of the Portfolio Administrator either party contained in this Loan Agreement may be sought against any shareholder, officer, agent, employee or director of the Portfolio AdministratorBuyer, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are contains corporate obligations of the Portfolio AdministratorBuyer. Furthermore, Each of the parties hereto agrees that no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio AdministratorBuyer, or any of them, under or by reason of any of the obligations, covenants or agreements of the Portfolio Administrator Buyer contained in this Loan Agreement, or implied therefrom, and any and all personal liability of every such shareholder, officer, agent, employee or director for breaches by the Portfolio Administrator Buyer of any such obligations, covenants or agreements, either at law or by statute or constitution, constitution is hereby deemed expressly waived by the parties to this Loan Agreementhereto.
(bd) Notwithstanding any The provisions of this Loan Agreement which impose on Section 10.14 shall survive the Portfolio Administrator an obligation at any time to make any payment, the rights termination of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amountsAgreement.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, or other proceedings under any applicable bankruptcy or similar law in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; provided, however, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceeding.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Milestone Pharmaceuticals Inc.)
Limited Recourse and Non-Petition. (a) The parties RB shall have recourse only to the net assets of ESPV (other than the Excluded Collateral as defined in Exhibit E attached hereto) (the “ESPV Assets”) following the realization of Collateral (as defined in Exhibit E attached hereto) in accordance with the terms of the Security Agreement (as defined in Exhibit E attached hereto). If the proceeds following the realization of such ESPV Assets (the “Net Proceeds”) are insufficient to discharge all payments which, but for the effect of this Loan Agreement clause, would then be due and payable to RB hereunder (the “Amounts Due”), the obligations of ESPV to RB hereunder shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to RB by ESPV for any further sum. RB shall not take any action or commence any proceedings against ESPV to recover any Amounts Due except as expressly permitted by the provisions of this Agreement. RB shall not take any action or commence any proceedings or petition a court for the liquidation of ESPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to ESPV 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) RB hereby agree acknowledges and agrees that they ESPV’s obligations hereunder are solely the corporate obligations of ESPV, and that RB shall not have any recourse under any obligation, covenant, or agreement of the Portfolio Administrator contained in this Loan Agreement against any shareholder, officer, agent, employee or director of the Portfolio Administrator, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the obligations under this Loan Agreement are corporate obligations of the Portfolio Administrator. Furthermore, no personal liability shall attach to or be incurred by the shareholders, officers, agents, employees or directors of the Portfolio Administrator, or any of them, under or by reason of any of the obligationsdirectors, covenants officers or agreements employees of the Portfolio Administrator contained in this Loan AgreementESPV for any claims, or implied therefromlosses, and any and all personal liability of every such shareholderdamages, officerliabilities, agent, employee or director for breaches by the Portfolio Administrator of any such obligations, covenants or agreements, either at law or by statute or constitution, is hereby deemed expressly waived by the parties to this Loan Agreement.
(b) Notwithstanding any provisions of this Loan Agreement which impose on the Portfolio Administrator an obligation at any time to make any payment, the rights of recourse of the parties to this Loan Agreement shall be limited to the assets of the Portfolio Administrator and, to the extent that such assets are reduced to zero, the parties to this Loan Agreement shall have no further claim against the Portfolio Administrator in respect of any resulting shortfall and any unsatisfied amounts shall be extinguished and neither the parties to this Loan Agreement nor any person(s) acting on their behalf shall take any further action to recover such amounts.
(c) The parties to this Loan Agreement shall not be entitled at any time to institute against the Portfolio Administrator, or join in any institution against the Portfolio Administrator, any bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or for the appointment of a liquidator, examiner, receiver, receiver manager, administrator or similar official, indemnities or other proceedings under any applicable bankruptcy or similar law obligations whatsoever in connection with the obligations of the Portfolio Administrator owed under this Loan Agreement or any other Transaction Document; providedtransactions contemplated hereby. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, that nothing herein shall preclude or stop any such party from (A) taking any action in (x) any case or proceeding voluntarily filed or commenced by the Portfolio Administrator or (y) any involuntary bankruptcyHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, reorganisation, receivership, arrangement, insolvency, winding up, examinership or liquidation proceedings or other proceedings under any bankruptcy or similar law commenced by any other person filed or commenced against the Portfolio Administrator by a person other than such party or (B) commencing and conducting to the fullest extent permissible under all relevant laws against the Portfolio Administrator or any properties of the Portfolio Administrator any legal action which is not a bankruptcy, reorganisation, receivership, arrangement, insolvency, winding up, examinership, liquidation or similar proceedingAS AMENDED.
Appears in 1 contract
