Non-Petition. (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a).
(b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants.
(c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable.
(d) The provisions of this Section 12.19 shall survive the termination of this Agreement.
Non-Petition. The Seller covenants and agrees that, prior to the date that is one year (or, if longer, any applicable preference period) and one day after the payment in full of all Notes (other than contingent reimbursement and indemnification obligations which are unknown, unmatured and for which no claim has been made), no party hereto shall institute against, or join any other Person in instituting against, the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. This Section 6.8 shall survive termination of the Agreement.
Non-Petition. Each Liquidity Provider covenants that until one year and one day after the Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing any Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against such Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Trust or any substantial part of its property or ordering the winding up or liquidation of the affairs of such Trust.
Non-Petition. The Underwriter hereby agrees not to cause or participate in the filing of a petition in bankruptcy against the Company for the non-payment to the Underwriter of any amounts provided by this Agreement or otherwise until one year and one day after the payment in full of all amounts due on the Certificates in accordance with the terms of the Pooling Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign this Agreement and return it to us. Very truly yours, BANC OF AMERICA FUNDING CORPORATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first written above. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Principal SCHEDULE I Offered Certificates: Class 1-A-R, 1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2, 4-A-1, 4-A-2, 5-A-1, 6-A-1, 6-A-2, 7-A-1, 7-A-2, B-1, B-2 and B-3 Certificates Registration Statement File Number: 333-121559 Initial Class Certificate Balance of Offered Certificates: Initial Class Class Certificate Balance ---------------------- -------------------------------- Class 1-A-1 $28,927,000 Class 1-A-2 $1,344,000 Class 1-A-R $100 Class 2-A-1 $141,479,000 Class 2-A-2 $6,572,000 Class 3-A-1 $24,039,000 Class 3-A-2 $1,117,000 Class 4-A-1 $26,472,000 Class 4-A-2 $1,230,000 Class 5-A-1 $134,373,000 Class 6-A-1 $21,536,000 Class 6-A-2 $1,000,000 Class 7-A-1 $67,140,000 Class 7-A-2 $6,541,000 Class B-1 $8,924,000 Class B-2 $4,582,000 Class B-3 $3,135,000 Purchase Price: $478,273,907.75 Classes of Book-Entry Certificates: Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 6-A-1, Class 6-A-2, Class 7-A-1, Class 7-A-2, Class B-1, Class B-2 and Class B-3.
Non-Petition. The Company, the Seller, the Servicer and the Trustee, by entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligation with respect to the Certificates or this Agreement.
Non-Petition. The Issuer and all of the other parties hereto (other than the Bond Trustee) agree that they shall not institute or join any other Person or entity in instituting against, or with respect to, the Guarantor LP, or any of the general partners of the Guarantor LP, any bankruptcy or insolvency event so long as any Covered Bonds issued by the Issuer under the Programme shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Covered Bonds shall have been outstanding. The foregoing provision shall survive the termination of this Agreement by any of the parties hereto.
Non-Petition. Notwithstanding anything in this Custodial Agreement to the contrary, the Custodian, in its capacity as custodian hereunder, shall not, prior to the date which is one year and one day after the termination of this Custodial Agreement, with respect to the Depositor or the Trustee, acquiesce, petition or otherwise invoke or cause the Depositor or the Trustee (or any assignee) to invoke the process of the court or governmental authority for the purpose of commencing or sustaining a case against the Depositor or the Trustee under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or the Trustee or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Depositor or the Trustee.
Non-Petition. 13.1 Each party to this Agreement hereby agrees that it will be bound by Clause 21.1 (No Enforcement by Secured Creditors) of the Deed of Charge.
13.2 This Clause 13 shall survive the termination of this Agreement.
Non-Petition. The Borrower shall not be party to any agreements other than the Facility Documents under which it has any material obligations or liability (direct or contingent) without including customary “non-petition” and “limited recourse” provisions therein (and shall not amend or eliminate such provisions in any agreement to which it is party).
Non-Petition. Each party hereto hereby covenants and agrees that it will not institute against or join any other Person in instituting against the Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or of any state of the United States or of any other jurisdiction prior to the date which is one year and one day after the payment in full of all outstanding indebtedness of the Conduit Lender. The agreements set forth in this Section 10.20 and the parties’ respective obligations under this Section 10.20 shall survive the termination of this Agreement.
