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

Limited Recourse and Non-Petition. Sheffield Receivables Company LLC (a) No recourse under any obligation, covenant, or agreement of Sheffield Receivables Company LLC (“Sheffield”) contained in this Agreement, or any other document entered into by Sheffield in connection herewith or therewith shall be had against any partner, shareholder, shareholder, officer, agent or director of Sheffield, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement and each such other document is a corporate obligation of Sheffield and no personal liability shall attach to or be incurred by the partners, shareholders, officers, agents or directors of Sheffield as such, or any of them, under or by reason of any of the obligations, covenants or agreements of Sheffield contained in this Agreement or any other such document, or implied therefrom, and that any and all personal liability for breaches by Sheffield of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such partner, shareholder, officer, agent or director is hereby expressly waived by the parties to this Agreement as a condition of and consideration for the execution of this Agreement. (b) Each party hereto (other than Sheffield with respect to itself) hereby agrees that with respect to Sheffield, at any time from the date of this Agreement to the date which is one year and one day after the later of (i) the Legal Final Payment Date; and (ii) repayment in full of all Advances advanced by Sheffield, it will not institute against, or join any other person or entity in instituting against Sheffield any bankruptcy, reorganisation, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of England and the United States, any state of the United States or any other jurisdiction with authority over Sheffield or any or all of its assets.

Limited Recourse and Non-Petition. Sheffield Receivables Company LLC28.1 In respect of each Series of Certificates, each Agent, the Obligor and the Delegate agrees that notwithstanding anything to the contrary contained herein or in any other Transaction Document:‌ (a) No no payment of any amount whatsoever shall be made by the Trustee (whether in its capacity as issuer or trustee) or any of its agents on its behalf except to the extent funds are available therefor from the relevant Trust Assets and further agrees that no recourse under shall be had for the payment of any obligationamount owing hereunder, covenant, whether for the payment of any fee or agreement other amount hereunder or any other obligation or claim arising out of Sheffield Receivables Company LLC (“Sheffield”) contained in or based upon this Agreement, against the Trustee (whether in its capacity as issuer or trustee) to the extent the relevant Trust Assets have been exhausted following which all obligations of the Trustee (in any other document entered into by Sheffield in connection herewith or therewith capacity) shall be had against any partner, shareholder, shareholder, officer, agent or director of Sheffield, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement and each such other document is a corporate obligation of Sheffield and no personal liability shall attach to or be incurred by the partners, shareholders, officers, agents or directors of Sheffield as such, or any of them, under or by reason of any of the obligations, covenants or agreements of Sheffield contained in this Agreement or any other such document, or implied therefrom, and that any and all personal liability for breaches by Sheffield of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such partner, shareholder, officer, agent or director is hereby expressly waived by the parties to this Agreement as a condition of and consideration for the execution of this Agreement.extinguished; (b) Each party hereto (other than Sheffield with respect to itself) hereby agrees that with respect to Sheffield, at any time from the date of this Agreement to the date which is one year and one day after the later of (i) the Legal Final Payment Date; and (ii) repayment in full of all Advances advanced by Sheffield, it will not institute against, or join with any other person or entity in instituting against Sheffield against, the Trustee or the Trust any bankruptcy, reorganisation, arrangement, insolvency arrangement or liquidation proceedings or other similar proceedings under the laws any bankruptcy or similar law; and (c) no recourse (whether by institution or enforcement of England and the United Statesany legal proceedings or assessment or otherwise) in respect of any breaches of any duty, any state obligation or undertaking of the United States Trustee arising under or in connection with this Agreement by virtue of any customary law, statute or otherwise shall be had against any shareholder, officer or director of the Trustee in their capacity as such and any and all personal liability of every such shareholder, officer or director in their capacity as such for any breaches by the Trustee of any such duty, obligation or undertaking is hereby expressly waived and excluded to the extent permitted by law, and this Clause 28.1 shall survive termination of this Agreement. 28.2 None of the Agents, the Obligor, or the Delegate shall be entitled to claim or exercise any right of set-off or counterclaim in respect of any sums due under this Agreement or any part thereof with respect to any liability owed by it to the Trustee or claim any lien or other jurisdiction with authority rights over Sheffield or any or all property held by it on behalf of its assetsthe Trustee.