Common use of Series Liability Clause in Contracts

Series Liability. Each party hereto represents, warrants and covenants (and each holder or pledgee of the 1999-1A Sold SUBI, by virtue of its acceptance of such 1999-1A Sold SUBI or pledge thereof represents, warrants and covenants) that (a) the 1999-1A Sold SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Sec. 3801, et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI Portfolio shall be enforceable against the 1999-1A Sold SUBI Portfolio only, and not against any other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI, any other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law or specified in the Origination Trust Agreement or in this 1999-1A Sold SUBI Supplement, UTI Assets or SUBI Assets with respect to any SUBI (other than the 1999-1A Sold SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 1999-1A Sold SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to assets allocated to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the 1999-1A Sold SUBI or any SUBI Assets other than the 1999-1A Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the 1999-1A Sold SUBI, and (e) any purchaser, assignee or pledgee of an interest in the 1999-1A Sold SUBI, the 1999-1A Sold SUBI Certificate, any other SUBI, any other SUBI Certificate, the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Series Liability. Each party hereto represents, warrants and covenants (and each holder or pledgee of the 1999-1A 1B Sold SUBI, by virtue of its acceptance of such 1999-1A Sold SUBI or pledge thereof represents, warrants and covenants) that (a) the 1999-1A 1B Sold SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Sec. Section 3801, et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the 1999-1A 1B Sold SUBI or the 1999-1A 1B Sold SUBI Portfolio shall be enforceable against the 1999-1A 1B Sold SUBI Portfolio only, and not against any other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI, any other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law or specified in the Origination Trust Agreement or in this 199919991-1A 1B Sold SUBI Supplement, UTI Assets or SUBI Assets with respect to any SUBI (other than the 1999-1A 1B Sold SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 1999-1A 1B Sold SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to assets allocated to the 1999-1A 1B Sold SUBI or the 1999-1A 1B Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the 1999-1A 1B Sold SUBI or any SUBI Assets other than the 1999-1A 1B Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the 1999-1A 1B Sold SUBI, and (e) any purchaser, assignee or pledgee of an interest in the 1999-1A 1B Sold SUBI, the 1999-1A 1B Sold SUBI Certificate, any other SUBI, any other SUBI Certificate, the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Series Liability. Each party hereto represents, warrants and covenants (and each holder or pledgee of the 1999-1A Sold SUBI, by virtue of its acceptance of such 1999-1A Sold SUBI or pledge thereof represents, warrants and covenants) that (a) the 1999-1A Sold SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Secss. 3801, et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI Portfolio shall be enforceable against the 1999-1A Sold SUBI Portfolio only, and not against any other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI, any other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law or specified in the Origination Trust Agreement or in this 1999-1A Sold SUBI Supplement, UTI Assets or SUBI Assets with respect to any SUBI (other than the 1999-1A Sold SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 1999-1A Sold SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to assets allocated to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the 1999-1A Sold SUBI or any SUBI Assets other than the 1999-1A Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the 1999-1A Sold SUBI, and (e) any purchaser, assignee or pledgee of an interest in the 1999-1A Sold SUBI, the 1999-1A Sold SUBI Certificate, any other SUBI, any other SUBI Certificate, the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Series Liability. Each party hereto represents, warrants and covenants (and each holder or pledgee of the 1999-1A 1B Sold SUBI, by virtue of its acceptance of such 1999-1A Sold SUBI or pledge thereof represents, warrants and covenants) that (a) the 1999-1A 1B Sold SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Secss. 3801, et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the 1999-1A 1B Sold SUBI or the 1999-1A 1B Sold SUBI Portfolio shall be enforceable against the 1999-1A 1B Sold SUBI Portfolio only, and not against any other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI, any other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law or specified in the Origination Trust Agreement or in this 199919991-1A 1B Sold SUBI Supplement, UTI Assets or SUBI Assets with respect to any SUBI (other than the 1999-1A 1B Sold SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 1999-1A 1B Sold SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to assets allocated to the 1999-1A 1B Sold SUBI or the 1999-1A 1B Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the 1999-1A 1B Sold SUBI or any SUBI Assets other than the 1999-1A 1B Sold SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the 1999-1A 1B Sold SUBI, and (e) any purchaser, assignee or pledgee of an interest in the 1999-1A 1B Sold SUBI, the 1999-1A 1B Sold SUBI Certificate, any other SUBI, any other SUBI Certificate, the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.