NON-PETITION AND LIMITED RECOURSE. Each of the Underwriters agrees with the Current Issuer, Funding and the Mortgages Trustee, that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the Notes (in respect of the Current Issuer) and until the expiry of one year and one day after the payment of all sums outstanding and owing under any intercompany loan made to Funding by the Current Issuer or any other company (in respect of the Mortgages Trustee and Funding) take any corporate action or other steps or legal proceedings for the winding-up, dissolution, arrangement, reconstruction or re-organisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Current Issuer, the Mortgages Trustee or Funding or any, or all of, their respective assets or revenues. To the extent permitted by law, no recourse under any obligation, covenant or agreement of any person contained in this Agreement shall be had against any shareholder, officer or director of the Current Issuer, Funding or the Mortgages Trustee, by the enforcement of any assessment or by any legal proceedings, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of each of the Current Issuer, Funding and the Mortgages Trustee expressed to be a party hereto and no personal liability shall attach to or be incurred by the shareholders, officers, agents or directors of such person as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Current Issuer, Funding or the Mortgages Trustee contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person of any such obligations, covenants or agreements, either under any applicable law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and consideration for the execution of this Agreement.
NON-PETITION AND LIMITED RECOURSE. The liability of Party B under this Agreement is limited in recourse to the assets of the Trust Fund, and to distributions of interest proceeds and principal proceeds thereon applied in accordance with the terms of the Trust Agreement. Upon application of and exhaustion of all of the assets of the Trust Fund (and proceeds thereof) in accordance with the Trust Agreement, Party A shall not be entitled to take any further steps against Party B to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished. Notwithstanding the foregoing or anything herein to the contrary, Party A shall not be precluded from declaring an Event of Default or from exercising any other right or remedy as set forth in this Agreement or the Trust Agreement.
NON-PETITION AND LIMITED RECOURSE. 23.1 No proceedings against the Issuer
(a) until the date falling one year and one day after the Final Maturity Date, none of the Transaction Parties which are parties to this Agreement nor any Person on their behalf shall initiate, or join any Person in initiating, an Insolvency Event in respect of the Issuer provided that any Transaction Party which is a party to this Agreement may join any proceedings or action under any applicable insolvency law that are initiated by any Person other than such Transaction Party or any of such Transaction Party's Affiliates; and
(b) none of the Transaction Parties which are parties to this Agreement shall be entitled to take, or join in the taking of, any corporate action, legal proceedings or other procedure or step which would result in the applicable Order of Priority not being complied with.
NON-PETITION AND LIMITED RECOURSE. 7.1 Each of the parties hereto hereby agrees that it shall not institute against any of the SPV Companies any winding-up, administration, insolvency or similar proceedings in any jurisdiction for so long as any sum is outstanding under the Notes of any Issuer or for two years plus one day since the last day on which any such sum was outstanding.
7.2 Each of the parties hereto agrees that notwithstanding any other provision of this Agreement or any other Transaction Document:
(a) in relation to GPCH and/or Holdings, any amount payable by GPCH or Holdings to any other party to this Agreement under this Agreement shall only be payable to the extent that GPCH or, as the case may be, Holdings has sufficient funds to pay such amount on such date; and
(b) in relation to the Current Issuer:
(i) only the Note Trustee may enforce the security created in favour of the Note Trustee under the Current Issuer Deed of Charge in accordance with the provisions thereof;
(ii) no sum due or owing to any party to this Agreement from or by the Current Issuer under this Agreement shall be payable by the Current Issuer except to the extent that the Current Issuer has sufficient funds available or (following enforcement of the Current Issuer Security) the Note Trustee has realised sufficient funds from the Current Issuer Security to pay such sum subject to and in accordance with the relevant Current Issuer Priority of Payments and provided that all liabilities of the Current Issuer required to be paid in priority thereto or pari passu therewith pursuant to such Current Issuer Priority of Payments have been paid, discharged and/or otherwise provided for in full; and
(iii) it shall not take any steps for the purpose of recovering any amount payable by the Current Issuer or enforcing any rights arising out of this Agreement against the Current Issuer otherwise than in accordance with the Current Issuer Deed of Charge.
7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall prevail in the event that and to the extent that they conflict with the provisions of this Clause 7.
NON-PETITION AND LIMITED RECOURSE. 10.1 No proceedings against the Issuer
(a) until the date falling one year and one day after the Final Maturity Date, none of the Transaction Parties nor any Person on their behalf shall initiate, or join any Person in initiating, an Insolvency Event in respect of the Issuer provided that any Transaction Party may join any proceedings or action under any applicable insolvency law that are initiated by any Person other than such Transaction Party or any of such Transaction Party's Affiliates; and
(b) none of the Transaction Parties shall be entitled to take, or join in the taking of, any corporate action, legal proceedings or other procedure or step which would result in the applicable Order of Priority not being complied with.
NON-PETITION AND LIMITED RECOURSE. 6.1 The parties to this Agreement hereby acknowledge and agree that they are bound by Clause 5.3 (No enforcement by Funding 1 Secured Creditors) of the Funding 1 Deed of Charge and, except as provided therein, they will not take any steps or proceedings to procure the winding up, administration or liquidation of Funding 1 and they will not take any other steps or action against Funding 1 for the purpose of recovering any of amounts owing to them pursuant to this Agreement (including by exercising any rights of set-off) or enforcing any rights arising out of this Agreement.
6.2 The parties to this Agreement hereby acknowledge and agree that all obligations of Funding 1 in respect of amounts owing to them pursuant to this Agreement are subject to the terms of Clause 5.4 (Limited recourse) of the Funding 1 Deed of Charge.
NON-PETITION AND LIMITED RECOURSE. The Note Trustee, any Noteholders, any Security Beneficiary in respect of Series 2023-2 (A2) and the Series 2023-2 (A2) Secured Creditors shall have recourse to the Series 2023-2 (A2) Secured Property provided that if at any time following (a) the Final Redemption Date or any earlier date upon which the Series 2023-2 (A2) Notes are due and payable, (b) the date on which the Issuer has received all sums due to it in respect of the Series 2023-2 (A2) Notes and (c) the application in full of any amounts available to pay amounts due and payable under the Series 2023-2 (A2) Notes in accordance with the relevant priority of payments, there remains any amount due and payable under the Series 2023-2 (A2) Notes then such amount shall, on the day following the application in full of the amounts referred to in (c) above, cease to be due and payable by the Issuer. In particular, no Security Beneficiary, Noteholder, nor any Secured Creditor in respect of any Series may (at any time, whether prior to or after the realisation of the Series 2023-2 (A2) Secured Property):
(a) institute against, or join any person in instituting against the Issuer any bankruptcy, winding up, re-organisation, arrangement, administration, insolvency, liquidation proceeding or other proceeding under any similar law (but, for the avoidance of doubt, without prejudice to its ability to appoint a Receiver pursuant to the terms of the Note Trust Deed as supplemented by this Note Trust Deed Supplement in relation to Series 2023-2 (A2)) nor shall any of them have any claim in priority in respect of any such sums over or in respect of any assets of the Issuer which comprise Secured Property secured only for any other Series; or
(b) have any recourse, in respect of any obligation, covenant or agreement of the Issuer, against any shareholder, officer, agent, or director of the Issuer.
NON-PETITION AND LIMITED RECOURSE. Notwithstanding any other provision of this Agreement, the liability of the Issuer to the Collateral Administrator and the Portfolio Manager and any other Person hereunder is payable in accordance with the Priority of Distributions and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the transaction documents related thereto, all obligations of and all claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, manager, partner, shared personnel, director, employee, security holder or incorporator of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all the Securities, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy, insolvency or similar laws; provided, however, that nothing herein shall be deemed to prohibit (i) the Collateral Trustee from filing proofs of claim for itself and on behalf of the Holders or (ii) the Portfolio Manager or the Collateral Administrator (a) from taking any action prior to the expiration of the aforementioned one year and one day period (or, if longer, the applicable preference period then in effect) in (x) any case or proceeding voluntarily filed or commenced by the Issuer, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer, by a Person other than the Portfolio Manager or the Collateral Administrator, respectively or (b) from commencing against the Issuer or any of its respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceeding. The provisions of this Section 23 shall survive termination of this Agreement.
NON-PETITION AND LIMITED RECOURSE. The Corporate Services Provider agrees that it will not initiate or join any person in initiating an Insolvency Event in relation to the Company. In relation to the Company, any amount payable under this Agreement by the Company to any other party to this Agreement, not being an amount payable out of the Trust Property in accordance with the terms of the Mortgages Trust Deed, shall only be payable to the extent that, on that date, the Company has sufficient funds to pay such amount out of the fees paid to it under the Mortgages Trust Deed.
NON-PETITION AND LIMITED RECOURSE. 9.1 In the event that the amounts received by the Agent from the CBC or the Security Trustee pursuant to or in connection with the Transaction Documents are insufficient to pay in full all amounts owed to the Agent by the CBC or the Security Trustee pursuant to or in connection with the Transaction Documents, then the Agent shall have no further claim against the CBC or the Security Trustee in respect of such unpaid amount.
9.2 The Agent may not institute against, or join any person in instituting against, the CBC or the Security Trustee any bankruptcy (faillissement), suspension of payments (surseance van betaling), dissolution (ontbinding), debt settlement (schuldeisersakkoord), liquidation (vereffening) or any similar proceedings in any jurisdiction until the expiry of a period of at least one (1) year after the latest maturing Covered Bond is paid in full.
