Common use of NO LIABILITY AND NO PETITION Clause in Contracts

NO LIABILITY AND NO PETITION. Party A shall not be entitled to have recourse for the payment or recovery of any monies owing to it by Party B under this Agreement to any asset of Party B except to the extent provided in the Deed of Charge. Accordingly: 5.9.1 Party A agrees that it shall not: (i) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all Party B's revenues and assets; or (ii) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by Party B and shall not take any steps to recover any debts whatsoever owing to it by Party B, except as permitted by the Deed of Charge; and 5.9.2 If the net proceeds of realisation of the security constituted by the Deed of Charge upon enforcement thereof in accordance with the provisions of the Deed of Charge are less than the aggregate amount payable in such circumstances by the Issuer to Party A and the other parties to the Deed of Charge (the "TRANSACTION PARTIES") (such negative amount being referred to herein as a "shortfall"), the obligations of Party B in respect of the Notes of each Class and its obligations to Party A and the other Transaction Parties in such circumstances will be limited to such net proceeds which shall be applied in accordance with the order of priority set out in the Deed of Charge. In such circumstances, the other assets (if any) of Party B will not be available for payment of such shortfall, which shortfall shall be borne by the Transaction Parties in accordance with the order of priority set out in the Deed of Charge (applied in reverse order), the rights of the Transaction Parties to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class or the other Transaction Parties may take any further action to recover such amounts. Only the Note Trustee may pursue the remedies available under applicable laws, under the Notes, the Deed of Charge and under the other Documents (including this Agreement) to enforce the rights of the Noteholders, Party A, the Note Trustee or the Expenses Loan Provider against the Issuer, and no Noteholder or any of Party A, the Note Trustee or the Expenses Loan Provider shall be entitled to proceed directly against the Issuer other than in accordance with the Deed of Charge (including, without limitation, Clause 17 (Limited Recourse; Non-Petition) thereof)

NO LIABILITY AND NO PETITION. Party A shall not be entitled to have recourse for the payment or recovery of any monies owing to it by Party B under this Agreement to any asset of Party B except to the extent provided in the Deed of Charge. Accordingly: 5.9.1 Party A agrees that it shall not: (i) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all Party B's revenues and assets; or (ii) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by Party B and shall not take any steps to recover any debts whatsoever owing to it by Party B, except as permitted by the Deed of Charge; and 5.9.2 If the net proceeds of realisation of the security constituted by the Deed of Charge upon enforcement thereof in accordance with the provisions of the Deed of Charge are less than the aggregate amount payable in such circumstances by the Issuer to Party A and the other parties to the Deed of Charge (the "TRANSACTION PARTIES") (such negative amount being referred to herein as a "shortfall"), the obligations of Party B in respect of the Notes of each Class and its obligations to Party A and the other Transaction Parties in such circumstances will be limited to such net proceeds which shall be applied in accordance with the order of priority set out in the Deed of Charge. In such circumstances, the other assets (if any) of Party B will not be available for payment of such shortfall, which shortfall shall be borne by the Transaction Parties in accordance with the order of priority set out in the Deed of Charge (applied in reverse order), the rights of the Transaction Parties to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class or the other Transaction Parties may take any further action to recover such amounts. Only the Note Trustee may pursue the remedies available under applicable laws, under the Notes, the Deed of Charge and under the other Documents (including this Agreement) to enforce the rights of the Noteholders, Party A, the Note Trustee or the Expenses Loan Provider against the Issuer, and no Noteholder or any of Party A, the Note Trustee or the Expenses Loan Provider shall be entitled to proceed directly against the Issuer other than in accordance with the Deed of Charge (including, without limitation, Clause 17 (Limited Recourse; Non-Petition) thereof).

NO LIABILITY AND NO PETITION. Party A shall not be entitled to have recourse for the payment or recovery of any monies owing to it by Party B under this Agreement to any asset of Party B except to the extent provided in the Deed of Charge. Accordingly: 5.9.1 Party A agrees that it shall not: (i) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all Party B's revenues and assets; or (ii) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by Party B and shall not take any steps to recover any debts whatsoever owing to it by Party B, except as permitted by the Deed of Charge; and 5.9.2 If the net proceeds of realisation of the security constituted by the Deed of Charge upon enforcement thereof in accordance with the provisions of the Deed of Charge are less than the aggregate amount payable in such circumstances by the Issuer to Party A and the other parties to the Deed of Charge (the "TRANSACTION PARTIES") (such negative amount being referred to herein as a "shortfall"), the obligations of Party B in respect of the Notes of each Class and its obligations to Party A and the other Transaction Parties (for the avoidance of doubt, not in respect of the Notes of each Class) in such circumstances will be limited to such net proceeds which shall be applied in accordance with the order of priority set out in the Deed of Charge. In such circumstances, the other assets (if any) of Party B will not be available for payment of such shortfall, which shortfall shall be borne by the Transaction Parties in accordance with the order of priority set out in the Deed of Charge (applied in reverse order), the rights of the Transaction Parties to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class or the other Transaction Parties may take any further action to recover such amounts. Only the Note Trustee may pursue the remedies available under applicable laws, under the Notes, the Deed of Charge and under the other Documents (including this Agreement) to enforce the rights of the Noteholders, Party A, the Note Trustee or the Expenses Loan Provider against the Issuer, and no Noteholder or any of Party A, the Note Trustee or the Expenses Loan Provider shall be entitled to proceed directly against the Issuer other than in accordance with the Deed of Charge (including, without limitation, Clause 17 (Limited Recourse; Non-Petition) thereof).

NO LIABILITY AND NO PETITION. Party A shall not be entitled to have recourse for the payment or recovery of any monies owing to it by Party B under this Agreement to any asset of Party B except to the extent provided in the Deed of Charge. Accordingly: 5.9.1 Party A agrees that it shall not: (i) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all Party B's revenues and assets; or (ii) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by Party B and shall not take any steps to recover any debts whatsoever owing to it by Party B, except as permitted by the Deed of Charge; and 5.9.2 If the net proceeds of realisation of the security constituted by the Deed of Charge upon enforcement thereof in accordance with the provisions of the Deed of Charge are less than the aggregate amount payable in such circumstances by the Issuer to Party A and the other parties to the Deed of Charge (the "TRANSACTION PARTIES") (such negative amount being referred to herein as a "shortfall"), the obligations of Party B in respect of the Notes of each Class and its obligations to Party A and the other Transaction Parties (for the avoidance of doubt, not in respect of the Notes of each Class) in such circumstances will be limited to such net proceeds which shall be applied in accordance with the order of priority set out in the Deed of Charge. In such circumstances, the other assets (if any) of Party B will not be available for payment of such shortfall, which shortfall shall be borne by the Transaction Parties in accordance with the order of priority set out in the Deed of Charge (applied in reverse order), the rights of the Transaction Parties (other than the Noteholders) to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class or the other Transaction Parties (other than the Noteholders) may take any further action to recover such amounts. Only the Note Trustee may pursue the remedies available under applicable laws, under the Notes, the Deed of Charge and under the other Documents (including this Agreement) to enforce the rights of the Noteholders, Party A, the Note Trustee or the Expenses Loan Provider against the Issuer, and no Noteholder or any of Party A, the Note Trustee or the Expenses Loan Provider shall be entitled to proceed directly against the Issuer other than in accordance with the Deed of Charge (including, without limitation, Clause 17 (Limited Recourse; Non-Petition) thereof).

NO LIABILITY AND NO PETITION. Party A shall not be entitled to have recourse for the payment or recovery of any monies owing to it by Party B under this Agreement to any asset of Party B except to the extent provided in the Deed of Charge. Accordingly: 5.9.1 Party A agrees that it shall not: (i) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all Party B's Bs revenues and assets; or (ii) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by Party B and shall not take any steps to recover any debts whatsoever owing to it by Party B, except as permitted by the Deed of Charge; and 5.9.2 If the net proceeds of realisation of the security constituted by the Deed of Charge upon enforcement thereof in accordance with the provisions of the Deed of Charge are less than the aggregate amount payable in such circumstances by the Issuer to Party A and the other parties to the Deed of Charge (the "TRANSACTION PARTIES") (such negative amount being referred to herein as a "shortfall"), the obligations of Party B in respect of the Notes of each Class and its obligations to Party A and the other Transaction Parties (for the avoidance of doubt, not in respect of the Notes of each Class) in such circumstances will be limited to such net proceeds which shall be applied in accordance with the order of priority set out in the Deed of Charge. In such circumstances, the other assets (if any) of Party B will not be available for payment of such shortfall, which shortfall shall be borne by the Transaction Parties in accordance with the order of priority set out in the Deed of Charge (applied in reverse order), the rights of the Transaction Parties (other than the Noteholders) to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class or the other Transaction Parties (other than the Noteholders) may take any further action to recover such amounts. Only the Note Trustee may pursue the remedies available under applicable laws, under the Notes, the Deed of Charge and under the other Documents (including this Agreement) to enforce the rights of the Noteholders, Party A, the Note Trustee or the Expenses Loan Provider against the Issuer, and no Noteholder or any of Party A, the Note Trustee or the Expenses Loan Provider shall be entitled to proceed directly against the Issuer other than in accordance with the Deed of Charge (including, without limitation, Clause 17 (Limited Recourse; Non-Petition) thereof).

NO LIABILITY AND NO PETITION. Party A 21.1 No recourse under any obligation, covenant, or agreement of the Purchaser or the Onward Purchaser contained in this Agreement shall not be entitled against any shareholder, officer or director of either the Purchaser, the Onward Purchaser or the Issuer as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Purchaser and the Onward Purchaser and no liability shall attach to have recourse or be incurred by the shareholders, officers, agents or directors of either the Purchaser, the Onward Purchaser or the Issuer as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such Purchaser or Onward Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Purchaser or the Onward Purchaser of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the other party as a condition of and consideration for the execution of this Agreement. 21.2 The Purchaser hereby undertakes to the Onward Purchaser that, until one year and one day has elapsed after the payment of all sums outstanding and owing under the latest maturing note under the CP Programme, it will not petition or recovery commence proceedings for the administration or winding up (nor join any person in a petition or proceedings for the administration or winding up) of the Onward Purchaser nor will it enforce any judgment against the Onward Purchaser if to do so would cause the financial situation of the Onward Purchaser to become such as to make it liable to insolvency proceedings. The Purchaser acknowledges that its recourse against the Onward Purchaser in respect of any monies owing to it by Party B under matter provided in this Agreement to shall be limited at any asset of Party B except time to the extent provided in of the Deed aggregate of Charge. Accordingly: 5.9.1 Party A agrees that it shall not: (ia) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or unpaid amount of any Purchase Price Advance payable hereunder, and (b) the Deferred Purchase Price due, owing or all Party B's revenues and assets; or (ii) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by Party B at that time (but only if and shall not take any steps to recover any debts whatsoever owing the extent that there are funds credited to it by Party B, except as permitted by the Deed of Charge; and 5.9.2 If Operating Account which the net proceeds of realisation of the security constituted by the Deed of Charge upon enforcement thereof Accounts Administrator is entitled to apply in accordance with in the provisions Accounts Administration Agreement). 21.3 The Purchaser may, subject to Clause 21.2, demand performance by the Onward Purchaser of its obligations hereunder and enforce these obligations, but waives the right to demand rescission of any Purchase. The Purchaser waives any unpaid Purchaser’s lien that it may have under article 20, 5° of the Deed of Charge are less than the aggregate amount payable in such circumstances by the Issuer to Party A and the other parties to the Deed of Charge (the "TRANSACTION PARTIES") (such negative amount being referred to herein as a "shortfall"), the obligations of Party B in respect of the Notes of each Class and its obligations to Party A and the other Transaction Parties in such circumstances will be limited to such net proceeds which shall be applied in accordance with the order of priority set out in the Deed of Charge. In such circumstances, the other assets (if any) of Party B will not be available for payment of such shortfall, which shortfall shall be borne by the Transaction Parties in accordance with the order of priority set out in the Deed of Charge (applied in reverse order), the rights of the Transaction Parties to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class Mortgage Law or the other Transaction Parties may take any further action to recover such amounts. Only the Note Trustee may pursue the remedies available under applicable laws, under the Notes, the Deed of Charge and under the other Documents (including this Agreement) to enforce the rights of the Noteholders, Party A, the Note Trustee or the Expenses Loan Provider against the Issuer, and no Noteholder or any of Party A, the Note Trustee or the Expenses Loan Provider shall be entitled to proceed directly against the Issuer other than in accordance with the Deed of Charge (including, without limitation, Clause 17 (Limited Recourse; Non-Petition) thereof)otherwise.