Common use of NON-PETITION AND LIMITED RECOURSE Clause in Contracts

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. Each of the Underwriters agrees with the Current Master Issuer, Funding 2 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 Master Issuer) and until the expiry of one year and one day after the payment of all sums outstanding and owing under any intercompany loan Loan Tranche made to Funding 2 by the Current Master Issuer or any other company (in respect of the Mortgages Trustee and FundingTrustee) take any corporate action or other steps or legal proceedings for the winding-up, dissolution, arrangement, reconstruction or re-organisation organization or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Current Master Issuer, the Mortgages Trustee or Funding 2 or any, or all of, their respective assets or revenues. Each of the Underwriters agrees with the Mortgages Trustee that to the extent that any amounts due to such Underwriter from the Mortgages Trustee hereunder exceed the assets of the Mortgages Trustee (excluding, for the avoidance of doubt, the assets comprised in the Mortgages Trust) available to pay such amounts and any other amounts due to other creditors of the Mortgages Trustee then the claims of such Underwriter in relation to any such excess amounts shall be extinguished and shall not thereafter revive. 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 Master Issuer, Funding 2 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 Master Issuer, Funding 2 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 Master Issuer, Funding 2 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. Each of the Underwriters agrees with the Current Issuer, Funding 2 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 Loan Tranche made to Funding 2 by the Current Issuer or any other company (in respect of the Mortgages Trustee and FundingTrustee) take any corporate action or other steps or legal proceedings for the winding-up, dissolution, arrangement, reconstruction or re-organisation organization or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Current Issuer, the Mortgages Trustee or Funding 2 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 2 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 2 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 2 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. 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. Each of the Underwriters agrees with the Current Issuer, Funding 1 and the Mortgages Trustee, 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 1 by the Current Issuer or any other company (in respect of the Mortgages Trustee and FundingFunding 1) 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 1 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 1 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 1 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 1 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. 11.1 Each of the Underwriters agrees with parties hereto (other than the Current Issuer, Funding and ) undertakes to the Mortgages Trustee, Issuer that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the all 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 issued by the Current Issuer or any other company (in respect of the Mortgages Trustee and Funding) from time to time, take any corporate action or other steps or legal proceedings for the winding-winding up, dissolution, arrangement, reconstruction or re-organisation reorganisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Current Issuer, the Mortgages Trustee Issuer or Funding or any, any or all of, their respective of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Issuer (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Issuer. The provisions of this Clause 11.1 shall survive the termination of this Agreement. 11.2 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 officer, agent, affiliate 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 Issuer expressed to be a party hereto and no personal liability shall attach to or be incurred by the shareholders, officers, agents agents, affiliates 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 Issuer 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 agent, affiliate 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; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of wilful misconduct or fraudulent actions or omissions taken by them. The provisions of this Clause 11.2 shall survive the termination of this Agreement.

NON-PETITION AND LIMITED RECOURSE. Each The Corporate Services Provider (and any other person acting on behalf thereof) hereby acknowledges and agrees that except as provided therein, it will not take any steps or proceedings to procure the winding up, administration or liquidation of the Underwriters agrees with the Current Issuer, Funding Company 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) will not take any corporate action or other steps or legal proceedings action against the Company for the winding-up, dissolution, arrangement, reconstruction or re-organisation or for the appointment purpose of a liquidator, receiver, manager, administrator, administrative receiver or similar officer recovering any of the Current Issuer, amounts owing to the Mortgages Trustee Corporate Services Provider pursuant to this Agreement or Funding or any, or all of, their respective assets or revenuesenforcing any rights arising out of this Agreement. To the extent permitted by law, no No recourse under any obligation, covenant or agreement of any person the Company contained in this Agreement shall be had against any shareholder, officer or director of the Current IssuerCompany, Funding or the Mortgages Trustee, as such by the enforcement of any assessment or by any legal proceedingsor equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of each of the Current IssuerCompany, Funding and the Mortgages Trustee expressed to be a party hereto and that no personal liability whatsoever shall attach to or be incurred by the shareholders, officers, agents officers or directors of such person the Company, as such, or any of them, them under or by reason of any of the obligations, covenants or agreements of the Current Issuer, Funding or the Mortgages Trustee Company contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person the Company of any of such obligations, covenants or agreements, either under any applicable at common law or at equity, or by statute or constitution, of every such shareholder, officer, agent officer or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and in consideration for the execution of this Agreement. The Company shall have no recourse against any shareholder, officer, agent, employee or director of the Corporate Services Provider in his capacity as such, by any proceedings or otherwise, in respect of any obligation, covenant or agreement of the Company contained in this Agreement or any documents to which the relevant company is now, or hereinafter becomes, a party or otherwise. It is expressly agreed and understood that the obligations of the Company and the Corporate Services Provider under this Agreement are solely the corporate obligations of the Company and the Corporate Services Provider. The provisions of this Clause 13 shall survive the termination of this Agreement.

NON-PETITION AND LIMITED RECOURSE. Each Notwithstanding any other provisions in this Agreement or otherwise, any obligations of the Underwriters agrees Company to the Corporate Services Provider will be limited to the net proceeds of the realisation of the assets of the Company available for distribution in accordance with the Current IssuerTransaction Documents. In such circumstances, Funding the Company will not be obliged to pay any shortfall, and the Mortgages Trustee, that it shall not, until rights of the expiry of one year and one day after the payment of all sums outstanding and owing under the Notes (Corporate Services Provider to receive any further amounts in respect of such obligations shall be extinguished and the Current Issuer) Corporate Services Provider may not take any further action to recover such amounts. The Corporate Services Provider (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 person acting on behalf thereof) hereby acknowledges and agrees that except as provided therein, it will not take any steps or proceedings to procure the winding up, administration, examinership or liquidation of the Mortgages Trustee Company and Funding) it will not take any corporate action or other steps or legal proceedings action against the Company for the winding-up, dissolution, arrangement, reconstruction or re-organisation or for the appointment purpose of a liquidator, receiver, manager, administrator, administrative receiver or similar officer recovering any of the Current Issuer, amounts owing to the Mortgages Trustee Corporate Services Provider pursuant to this Agreement or Funding or any, or all of, their respective assets or revenuesenforcing any rights arising out of this Agreement. To the extent permitted by law, no No recourse under any obligation, covenant or agreement of any person the Company contained in this Agreement shall be had against any shareholder, officer or director of the Current IssuerCompany, Funding or the Mortgages Trustee, as such by the enforcement of any assessment or by any legal proceedingsor equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of each of the Current IssuerCompany, Funding and the Mortgages Trustee expressed to be a party hereto and that no personal liability whatsoever shall attach to or be incurred by the shareholders, officers, agents officers or directors of such person the Company, as such, or any of them, them under or by reason of any of the obligations, covenants or agreements of the Current Issuer, Funding or the Mortgages Trustee Company contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such person the Company of any of such obligations, covenants or agreements, either under any applicable at common law or at equity, or by statute or constitution, of every such shareholder, officer, agent officer or director is hereby expressly waived by each person expressed to be a party hereto as a condition of and in consideration for the execution of this Agreement. The Company shall have no recourse against any shareholder, officer, agent, employee or director of the Corporate Services Provider in its capacity as such, by any proceedings or otherwise, in respect of any obligation, covenant or agreement of the Corporate Services Provider contained in this Agreement or any documents to which the relevant company is now, or hereinafter becomes, a party or otherwise. It is expressly agreed and understood that the obligations of the Company and the Corporate Services Provider under this Agreement are solely the corporate obligations of the Company and the Corporate Services Provider. The provisions of this Clause 13 shall survive the termination of this Agreement.

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 ICM:666130.2 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. 9.1 Each of the Underwriters agrees with parties hereto (other than the Current Issuer, Funding and ) undertakes to the Mortgages Trustee, Issuer that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the all 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 issued by the Current Issuer or any other company (in respect of the Mortgages Trustee and Funding) from time to time, take any corporate action or other steps or legal proceedings for the winding-winding up, dissolution, arrangement, reconstruction or re-organisation reorganisation or for the appointment of a liquidator, receiver, manager, administrator, administrative receiver or similar officer of the Current Issuer, the Mortgages Trustee Issuer or Funding or any, any or all of, their respective of its assets or revenues, petition or commence proceedings for the administration or winding-up of the Issuer (nor join any person in such proceedings or commencement of proceedings) nor commence any legal proceedings against the Issuer. The provisions of this Clause 9.1 shall survive the termination of this Agreement. 9.2 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 officer, agent, affiliate 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 Issuer expressed to be a party hereto and no personal liability shall attach to or be incurred by the shareholders, officers, agents agents, affiliates 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 Issuer 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 agent, affiliate 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; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of wilful misconduct or fraudulent actions or omissions taken by them. The provisions of this Clause 9.2 shall survive the termination of this Agreement.

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 ------------------------------------------------------------------------------ 44 ------------------------------------------------------------------------------ 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. 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.