No Bankruptcy Petition; Disclaimer and Subordination. (a) Each of the Seller, the Indenture Trustee, the Servicer, the Owner Trustee and each Holder (by acceptance of the applicable Securities) covenants and agrees that, prior to the date that is one year and one day after the payment in full of all amounts owing in respect of all outstanding Securities, it will not institute against the Trust Depositor, or the Trust, or join any other Person in instituting against the Trust Depositor or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States. This Section 11.10 will survive the termination of this Agreement.
No Bankruptcy Petition; Disclaimer and Subordination. (a) Each of the Servicer, the Owner Trustee and each Noteholder and the Equity Certificateholder (by acceptance of the applicable Notes or the Equity Certificate) covenants and agrees that it will not institute against the Depositor, or the Trust, or solicit or join in or cooperate with or encourage any other Person in instituting against the Depositor or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.
No Bankruptcy Petition; Disclaimer and Subordination. 53 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 54 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit E Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance E-1 Exhibit F Form of Indenture Trustee’s Annual Certificate F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 SALE AND SERVICING AGREEMENT, dated as of November 1, 2010, among Harley-Davidson Motorcycle Trust 2010-1 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York Mellon Trust Company, N.A. (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).
No Bankruptcy Petition; Disclaimer and Subordination. 65 Section 11.11. Limitation of Liability of Owner Trustee and Indenture Trustee 66 EXHIBITS Exhibit A Form of Assignment A-1 Exhibit B Form of Closing Certificate of Trust Depositor B-1 Exhibit C Form of Closing Certificate of Seller/Servicer C-1 Exhibit D Form of Opinion of Counsel for Trust Depositor regarding general corporate matters (including perfection opinion) D-1 Exhibit E Form of Opinion of Counsel for Trust Depositor regarding the “true sale” nature of the transaction E-1 Exhibit F Form of Opinion of Counsel for Trust Depositor regarding non-consolidation F-1 Exhibit G Form of Certificate Regarding Reacquired Contracts G-1 Exhibit H List of Contracts H-1 Exhibit I Form of Monthly Report to Noteholders and the Certificateholder I-1 Exhibit J Seller’s Representations and Warranties J-1 Exhibit K Lockbox Bank and Lockbox Account K-1 SALE AND SERVICING AGREEMENT, dated as of August 1, 2005, among Harley-Davidson Motorcycle Trust 2005-3 (together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer Funding Corp. (together with its successor and assigns, the “Trust Depositor”), The Bank of New York Trust Company, N.A. (solely in its capacity as Indenture Trustee together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit Corp. (solely in its capacity as Servicer together with its successor and assigns, “Harley-Davidson Credit” or the “Servicer”).
No Bankruptcy Petition; Disclaimer and Subordination. (a) Each of the Servicer, the Owner Trustee and each Noteholder and the Equity Certificateholder (by acceptance of the applicable Notes or the Equity Certificate) covenants and agrees that it will not institute against the Depositor, or the Trust, or solicit or join in or cooperate with or encourage any other Person in instituting against the Depositor or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States of America or any state of the United States of America. The parties hereto agree that the obligations of this Section 11.08 shall survive termination of this Agreement.
No Bankruptcy Petition; Disclaimer and Subordination. (a) Notwithstanding any prior termination of this Indenture, to the fullest extent permitted by law, each of the Servicer, the Indenture Trustee and each Noteholder and the holders of the Trust Certificates (by acceptance of the applicable Notes or Trust Certificates, as applicable) agrees that it shall not, prior to the date that is one year and one day (or such longer preference period as shall then be in effect) after that date on which the Notes (and, in the case of the Depositor, any indebtedness under any other Permitted ABS Transaction) are no longer Outstanding, file, commence, join, or acquiesce in a petition or proceeding, or cause any of the Depositor, the Receivables Trust or the Issuer to file, commence, join, or acquiesce in a petition or proceeding, that causes (i) any of the Depositor, the Issuer or the Receivables Trust to be a debtor under any Debtor Relief Law or (ii) a trustee, conservator, receiver, liquidator, or similar official to be appointed for any of the Depositor, the Issuer or the Receivables Trust or any substantial part of its property. The parties hereto agree that the obligations under this Section 11.17 shall survive termination of this Indenture.
No Bankruptcy Petition; Disclaimer and Subordination. (a) Notwithstanding any prior termination of this Indenture, to the fullest extent permitted by law, each of the Servicer, the Indenture Trustee, the Account Bank, the Note Registrar, each Noteholder and the holder of the Trust Certificate (by acceptance of the applicable Notes or the Trust Certificate, as applicable), agrees that it shall not file, commence, join, or acquiesce in a petition or proceeding, or cause either the Depositor or the Issuer to file, commence, join, or acquiesce in a petition or proceeding, that causes (i) either the Depositor or the Issuer to be a debtor under any Debtor Relief Law or (ii) a trustee, conservator, receiver, liquidator, or similar official to be appointed for either the Depositor or the Issuer or any substantial part of its property. The parties hereto agree that the obligations under this Section 11.16 shall survive termination of this Indenture.
No Bankruptcy Petition; Disclaimer and Subordination
