No Proceedings Limited Recourse. The provisions of Sections 17.11 and 17.12 of the Loan Agreement are incorporated herein mutatis mutandis.
No Proceedings Limited Recourse. (a) The Borrower, ADT, the Servicer, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness of such Conduit Lender shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.
(b) The Servicer, ADT, the Collateral Agent, the Administrative Agent, each Lender, and each Group Agent, each hereby agrees, and each Affected Person, Indemnified Party, Set-off Party and each other Person (other than the Borrower) obtaining any benefits from this Agreement and the Transaction Documents, by its acceptance of such benefits, shall be deemed to have agreed, that it will not institute against the Borrower, or join any other Person in instituting against the Borrower, any proceeding of the type referred to in the definition of Event of Bankruptcy. The foregoing shall not limit the right of any such Person (each, a “Borrower Creditor”) right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Borrower Creditor, to the extent such Borrower Creditor has not otherwise caused the institution of such proceeding. All claims against the Borrower of any Borrower Creditor that has instituted or has caused the institution of such a proceeding shall be subordinated to the claims of each Borrower Creditor that has not instituted or caused the institution of such a proceeding, and the foregoing agreement shall constitute a “subordination agreement” within the meaning of Section 510 of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the obligations of the Borrower hereunder and thereunder are solely the obligations of the Borrower, payable solely from the Borrower’s own assets.
(c) Notwithstanding anything to the contrary contained herein, the obligations of any Conduit Lender under this Agreement are solely the obligations of such Conduit Len...
No Proceedings Limited Recourse. Each Originator covenants and agrees, for the benefit of the parties to the Second Tier Agreement, that it shall not institute against SPV, or join any other Person in instituting against SPV, any proceeding of a type referred to in the definition of Event of Bankruptcy until one (1) year and one (1) day after the Final Payment Date. In addition, all amounts payable by the SPV to an Originator pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to Section 2.14 of the Second Tier Agreement.
No Proceedings Limited Recourse. The Originator covenants and agrees, for the benefit of the parties to the Sale and Servicing Agreement and the Indenture, that it shall not institute against the Depositor or the Issuer, or join any other Person in instituting against the Depositor or the Issuer, any proceeding of a type referred to in the definition of “Event of Bankruptcy” (as defined in the Indenture) until two years and one day after the Final Payment Date. In addition, all amounts payable by the Depositor to the Originator pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to Sections 4.5(a) and (b) of the Indenture.
No Proceedings Limited Recourse. By its acceptance of a Note or a Certificate, as applicable, each Noteholder and Certificateholder shall be deemed to have agreed (a) that it will not directly or indirectly institute, or cause to be instituted, or cooperate with others in instituting, against either of the Issuers any bankruptcy or insolvency proceeding so long as there shall not have elapsed one year plus one day since the maturity date of the latest maturing securities of either of the Issuers, (b) that the Notes and the Certificates are limited recourse obligations of the Issuers that may be satisfied only out of the Pledged Property and do not constitute a claim against the Issuers if cash flow from the Pledged Property is insufficient to repay the Notes or satisfy the Certificates in full, and (c) that it has no rights in or with respect to
No Proceedings Limited Recourse. TFFC. Each of the parties hereto (other than TFFC) hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of any Notes issued by TFFC pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, TFFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law, all as more particularly set forth in Section 13.16 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from TFFC pursuant to this Agreement, the Series 2000-2 Supplement or the Base Indenture. In the event that the Committed Note Purchaser (solely in its capacity as such) or the Series 2000-2 Note Purchaser (solely in its capacity as such) takes action in violation of this Section 9.10(a), TFFC agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against TFFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(a) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by the Committed Note Purchaser or the Series 2000-2 Note Purchaser in assertion or defense of its claims in any such proceeding involving TFFC. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, director, affiliate or incorporator of TFFC; provided, however, nothing in this Section 9.10(a) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by TFFC shall be payable only to the extent set forth in Section 13.17 of the Base Indenture and that all other amounts owed to them by TFFC shall be payable solely from a...
No Proceedings Limited Recourse. Each Originator covenants and agrees, for the benefit of the parties to the Seller Purchase and Contribution Agreement and the Receivables Purchase Agreement, that it shall not institute against United Receivables I, or join any other Person in instituting against United Receivables I, any proceeding of a type referred to in the definition of Event of Bankruptcy until one year and one day after the Final Payout Date. In addition, all amounts payable by United Receivables I to the Originators pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to the Seller Purchase and Contribution Agreement.
No Proceedings Limited Recourse. The Canadian Originator covenants and agrees, for the benefit of the parties to the Second Tier Agreement, that it shall not institute against the Canadian SPV, or join any other Person in instituting against the Canadian SPV, any proceeding of a type referred to in the definition of “Event of Bankruptcy” (as defined in the Second Tier Agreement) until two (2) years and one day after the Final Payout Date. In addition, all amounts payable by the Canadian SPV to the Canadian Originator pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to Section 2.16 of the Second Tier Agreement.
No Proceedings Limited Recourse. (a) THE SELLER, ADT, THE SERVICER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, EACH PURCHASER, AND EACH PURCHASER AGENT, EACH HEREBY AGREES THAT IT WILL NOT INSTITUTE AGAINST ANY CONDUIT PURCHASER, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST ANY CONDUIT PURCHASER, ANY PROCEEDING OF THE TYPE REFERRED TO IN THE DEFINITION OF EVENT OF BANKRUPTCY FROM THE CLOSING DATE UNTIL ONE YEAR PLUS ONE DAY FOLLOWING THE LAST DAY ON WHICH ALL COMMERCIAL PAPER NOTES AND OTHER PUBLICLY OR PRIVATELY PLACED INDEBTEDNESS OF SUCH CONDUIT PURCHASER SHALL HAVE BEEN INDEFEASIBLY PAID IN FULL. THE FOREGOING SHALL NOT LIMIT ANY SUCH PERSON’S RIGHT TO FILE ANY CLAIM IN OR OTHERWISE TAKE ANY ACTION WITH RESPECT TO ANY INSOLVENCY PROCEEDING THAT WAS INSTITUTED BY ANY PERSON OTHER THAN SUCH PARTIES.
(b) THE SERVICER, ADT, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, EACH PURCHASER, AND EACH PURCHASER AGENT, EACH HEREBY AGREES, AND EACH AFFECTED PARTY, INDEMNIFIED PARTY, SET-OFF PARTY AND EACH OTHER PERSON (OTHER THAN THE SELLER) OBTAINING ANY BENEFITS FROM THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, BY ITS ACCEPTANCE OF SUCH BENEFITS, SHALL BE DEEMED TO HAVE AGREED, THAT IT WILL NOT INSTITUTE AGAINST THE SELLER, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST THE SELLER, ANY PROCEEDING OF THE TYPE REFERRED TO IN THE DEFINITION OF EVENT OF BANKRUPTCY. THE FOREGOING SHALL NOT LIMIT THE RIGHT OF ANY SUCH PERSON (EACH, A “SELLER CREDITOR”) RIGHT TO FILE ANY CLAIM IN OR OTHERWISE TAKE ANY ACTION WITH RESPECT TO ANY INSOLVENCY PROCEEDING THAT WAS INSTITUTED BY ANY PERSON OTHER THAN SUCH SELLER CREDITOR, TO THE EXTENT SUCH SELLER CREDITOR HAS NOT OTHERWISE CAUSED THE INSTITUTION OF SUCH PROCEEDING. ALL CLAIMS AGAINST THE SELLER OF ANY SELLER CREDITOR THAT HAS INSTITUTED OR HAS CAUSED THE INSTITUTION OF SUCH A PROCEEDING SHALL BE SUBORDINATED TO THE CLAIMS OF EACH SELLER CREDITOR THAT HAS NOT INSTITUTED OR CAUSED THE INSTITUTION OF SUCH A PROCEEDING, AND THE FOREGOING AGREEMENT SHALL CONSTITUTE A “SUBORDINATION AGREEMENT” WITHIN THE MEANING OF SECTION 510 OF THE BANKRUPTCY CODE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT, THE OBLIGATIONS OF THE SELLER HEREUNDER AND THEREUNDER ARE SOLELY THE OBLIGATIONS OF THE SELLER, PAYABLE SOLELY FROM THE SELLER’S OWN ASSETS.
(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE OBLIGATIONS OF ANY CONDUIT PURCHASER UNDER THIS AGREEMENT ARE SOLELY THE OBLIGATIONS OF SUCH CONDUIT PURC...
No Proceedings Limited Recourse. The U.S. Originator covenants and agrees, for the benefit of the parties to the Second Tier Agreement, that it shall not institute against the U.S. SPV, or join any other Person in instituting against the U.S. SPV, any proceeding of a type referred to in the definition of “Event of Bankruptcy” (as defined in the Second Tier Agreement) until two years and one day after the Final Payout Date. In addition, all amounts payable by the U.S. SPV to the U.S. Originator pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to Section 2.2 and Section 2.16 of the Second Tier Agreement.
