Common use of SUBI Certificates Clause in Contracts

SUBI Certificates. (a) Upon allocation to a SUBI, the related SUBI Assets shall no longer be UTI Assets unless and until specifically reallocated to the UTI from the SUBI. 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 Beneficiary. Each SUBI Certificate and the interest in the SUBI evidenced thereby shall constitute a "certificated 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 Beneficiary a new SUBI and one or more related SUBI Certificates only (i) upon receipt of an Officer's Certificate of the UTI Beneficiary, 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 has not 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 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.

SUBI Certificates. (a) Upon allocation to a SUBI, the related SUBI Assets shall no longer be UTI Assets unless and until specifically reallocated to the UTI from the SUBIUTI. Each SUBI shall constitute a beneficial interest solely in the related SUBI Assets 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 BeneficiaryBeneficiaries. Each SUBI Certificate and the interest in the SUBI evidenced thereby shall constitute a "certificated 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 Beneficiary Beneficiaries a new SUBI and one or more related SUBI Certificates only (i) upon receipt of an Officer's Certificate of the UTI BeneficiaryBeneficiaries, 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, continuing and (ii) provided that, as of the date of issuance of such SUBI Certificate, the Trustee has 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 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. (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 Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. Notwithstanding the foregoing, the related transferee, assignee or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 8.07 and (ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any Other SUBI Certificate to release all Claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to fully subordinate all Claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. (e) The UTI Beneficiaries shall at all times maintain a minimum collective net worth (excluding the value of any UTI Certificates of which the UTI Beneficiaries are the Holders) equal to 10% of the net Capital Contributions made by all UTI Beneficiaries to the UTI. Each Related Beneficiary and related Special Purpose Affiliate shall maintain such minimum collective net worth or interest in a SUBI as may be required by the related SUBI Supplement. For the purposes of this paragraph, all Trust Assets conveyed as or acquired with the proceeds of Capital Contributions pursuant to Section 2.04(a) shall be deemed Capital Contributions to the Sub-Trust to which such Trust Assets are allocated as of the date on which the related net worth calculation is made. (f) Each SUBI shall be created pursuant to a SUBI Supplement, which shall amend this Agreement only with respect to the SUBI to which it relates.

SUBI Certificates. (a) Upon allocation to a SUBI, the related SUBI Assets shall no longer be UTI Assets unless and until specifically reallocated to the UTI from the SUBI. Each SUBI shall constitute a beneficial interest solely in the related SUBI Assets and shall be represented by one or more Certificates 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 BeneficiaryBeneficiaries. Each SUBI Certificate and the interest in the SUBI evidenced thereby shall constitute a "certificated 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 Beneficiary Beneficiaries a new SUBI and one or more related SUBI Certificates only (i) upon receipt of an Officer's Certificate of the UTI BeneficiaryBeneficiaries, dated as of the date of issuance of the related SUBI CertificateCertificates, 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 Certificates in connection therewith and the application by such the Related Beneficiary (and, if applicable, a Special Purpose Affiliate) of any the net proceeds from any Securitized Financing Securitization involving such SUBI and SUBI CertificateCertificates, no Event event of Default default under any Securitized Financing Securitization secured by a UTI Pledge has occurred and is continuing, and (ii) provided that, as of the date of issuance of such SUBI CertificateCertificates, the Trustee has not received a UTI Pledge Default Notice. (c) Each SUBI Certificate shall contain (i) an express waiver of any Claim 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 proceeds thereof, and (ii) an express subordination in favor of the Holder of any Other SUBI Certificate or a any UTI Certificate by the Holder of such SUBI Certificate of to any Claim claim to any Other SUBI Asset Assets or to any UTI Asset, respectivelyAssets, that, notwithstanding such waiverdisclaimer, may be determined to exist.