SUBI Certificates Clause Samples
SUBI Certificates. (a) Upon allocation to a SUBI, the related SUBI Assets shall no longer be UTI Assets unless and until reallocated to the UTI. Each SUBI shall constitute a beneficial interest solely in the related SUBI Assets, and shall be represented by one or more Certificates (each, a "SUBI Certificate") issued pursuant to a SUBI Supplement. The Trustee shall deliver each SUBI Certificate to or upon the order of the UTI Beneficiaries. Each SUBI Certificate and the interest in the SUBI evidenced thereby shall constitute a "security" within the meaning of Section 8-102(15) of the UCC.
(b) Notwithstanding anything to the contrary contained in this Section, if a UTI Pledge exists, the Trustee shall create a new SUBI and issue to or upon the order of the UTI Beneficiaries a new SUBI and one or more related SUBI Certificates only (i) upon receipt of an Officer's Certificate of the UTI Beneficiaries, dated as of the date of issuance of the related SUBI Certificate, to the effect that after giving effect to the creation of such SUBI, the transfer to the Related Beneficiary (and, if applicable, a Special Purpose Affiliate) of any SUBI Certificate in connection therewith and the application by such Related Beneficiary (and, if applicable, a Special Purpose Affiliate) of any net proceeds from any Securitized Financing involving such SUBI and SUBI Certificate, no Event of Default under any Securitized Financing secured by a UTI Pledge has occurred and is continuing and (ii) provided that, as of the date of issuance of such SUBI Certificate, the Trustee shall not have received a UTI Pledge Default Notice.
(c) Each SUBI Certificate shall contain (i) an express waiver of any Claim by the Holder thereof to any proceeds or assets of the Trustee and to all Trust Assets other than those from time to time allocated to the related SUBI as SUBI Assets and (ii) an express subordination in favor of the Holder of any Other SUBI Certificate or a UTI Certificate by the Holder of such SUBI Certificate of any Claim to any Other SUBI Asset or UTI Asset, respectively, that, notwithstanding such waiver, may be determined to exist.
(d) No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in this Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void and of no effect under this Agreement. Notwithstanding the foregoing, any SUBI Cer...
SUBI Certificates. The SUBI Certificates conform in all material respects to the descriptions thereof and the statements relating thereto contained in the Prospectus; and the SUBI Certificates have been duly and validly authorized and, when executed, issued, authenticated and delivered in accordance with the SUBI Trust Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the SUBI Trust Agreement.
SUBI Certificates. The Administrative Agent shall have received (i) a copy of the Titling Trust Agreement, certified as a true, complete and correct copy by a Finance Officer of the Borrower, (ii) the original Titling Trust Supplements and the SUBI Certificates, (iii) an appropriate instrument of transfer duly endorsed in blank and any other document that is necessary or reasonably desirable for the Administrative Agent to transfer the SUBI Certificates during the occurrence and continuation of an Event of Default, and (iv) a Notice of Registered Pledge, executed by the parties thereto.
SUBI Certificates. (a) Each SUBI shall constitute a beneficial interest solely in the SUBI Assets associated with it and shall be represented by one or more Certificates (each, a “SUBI Certificate”) issued pursuant to a SUBI Supplement. The Trustee is hereby authorized to and shall, on behalf of the related SUBI, execute and deliver each SUBI Certificate to or upon the written order of the UTI Certificateholder.
(b) Each SUBI Certificate shall contain (i) an express waiver of any Claim by the Certificate Holder thereof to any proceeds or assets of the UTI or any other SUBI other than those from time to time associated with the related SUBI and proceeds thereof and (ii) an express subordination in favor of the Holder of any other SUBI Certificate or a UTI Certificate by the Holder of such SUBI Certificate of any Claim to any other SUBI Asset or UTI Asset, respectively, that, notwithstanding such waiver, may be determined to exist.