Common use of Subtrusts Clause in Contracts

Subtrusts. (a) The MART Assets, immediately upon the acquisition thereof by MART, shall be allocated to, and identified only with, a Subtrust under this Agreement (each such subtrust, a "Subtrust", and the assets allocated to each such Subtrust, "Subtrust Assets"). Each Subtrust shall be a separate series of MART pursuant to Section 3806(b)(2) of the Business Trust Statute. The Board of Managers shall cause an Authorized Officer to account for and record separately all Subtrust Assets and the proceeds thereof allocated to any Subtrust from the Subtrust Assets and the proceeds thereof allocated to any other Subtrust. The Board of Managers shall cause an Authorized Officer to maintain separate and distinct records for the Subtrust Assets related to each Subtrust and to hold and account for the Subtrust Assets related to each Subtrust separately from the Subtrust Assets related to any other Subtrust. Except to the extent required by law or specified in this Agreement, the debts, liabilities and expenses incurred, contracted for or otherwise existing with respect to any Subtrust shall be enforceable against the assets of such Subtrust only, and not against the assets of MART generally or of any other Subtrust, and, except to the extent required by law or specified in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to MART generally shall be enforceable against the assets of any Subtrust. (b) Notice of the limitation on interseries liabilities between Subtrusts applicable to each Subtrust and the Subtrust Assets has been set forth in the Certificate of Trust as filed in the office of the Secretary of State pursuant to the Business Trust Statute and the Original Agreement. It is the express intent of the parties hereto that effective upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of the Business Trust Statute of setting forth such notice in the Certificate of Trust) became applicable to MART, the Trustee, the Beneficial Owner and the Subtrust Assets related to each Subtrust. The limitation on interseries liabilities is included in the Certificate of Trust as filed with the Secretary of State in the form attached hereto as Exhibit A. (c) Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation limiting the obligation represented thereby to the related Subtrust and the related Subtrust Assets. Any such Security, note, bond, contract or undertaking, whether secured or unsecured, shall also include an acknowledgment and agreement by the holder thereof to the effect that any claim that such holder may have at any time against any MART Assets that are allocated to an unrelated Subtrust, and any claim that such holder may have at any time against MART that such holder may seek to enforce against any MART Assets that are allocated to an unrelated Subtrust, shall be subordinate to the payment in full, including post-petition interest, in the event that MART becomes subject to an Insolvency Event, of the claims of the holders of any Securities or Certificates that are related to such unrelated Subtrust and the holders of any other notes, bonds, contracts or other obligations that are related to such unrelated Subtrust. Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation that each holder or owner of such Security, note, bond, contract or other undertaking shall, by acceptance of such Security, note, bond, contract or other undertaking (or, in the case of an owner, a beneficial interest in such Security, note, bond, contract or other undertaking), irrevocably makes the election afforded by Title 00 Xxxxxx Xxxxxx Code Section 1111(b)(1)(A)(i) to secured creditors to receive the treatment afforded by Title 00 Xxxxxx Xxxxxx Code Section 1111(b)(2) with respect to any secured claim that such holder or owner may have at any time against the seller. (d) The Subtrust to which any MART Assets shall be allocated shall be specified in a certificate (each, a "Subtrust Designation Certificate") executed by an Authorized Officer and delivered to the Trustee not less than one Business Day prior to the acquisition of the applicable MART Assets. Each Subtrust Designation Certificate shall include the following: (i) a designation of the Subtrust to which the MART Assets are to be allocated, which shall be in form and substance sufficient to allow the Trustee to differentiate between the Subtrust to which the MART Assets are to be allocated and any other Subtrust; (ii) the date on which the MART Assets to be allocated to such Subtrust are to be transferred to MART and allocated to such Subtrust; and (iii) a list of the MART Assets to be allocated to the Subtrust, which shall identify the MART Assets in such a manner as may be reasonably required by the Trustee to differentiate between such MART Assets allocated to such Subtrust and any other MART Assets.

Subtrusts. (a) The MART Assets, immediately upon the acquisition thereof by MART, shall be allocated to, and identified only with, a Subtrust under this Agreement (each such subtrust, a "Subtrust", and the assets allocated to each such Subtrust, "Subtrust Assets"). Each Subtrust shall be a separate series of MART pursuant to Section 3806(b)(2) of the Business Trust Statute. The Board of Managers shall cause an Authorized Officer to account for and record separately all Subtrust Assets and the proceeds thereof allocated to any Subtrust from the Subtrust Assets and the proceeds thereof allocated to any other Subtrust. The Board of Managers shall cause an Authorized Officer to maintain separate and distinct records for the Subtrust Assets related to each Subtrust and to hold and account for the Subtrust Assets related to each Subtrust separately from the Subtrust Assets related to any other Subtrust. Except to the extent required by law or specified in this Agreement, the debts, liabilities and expenses incurred, contracted for or otherwise existing with respect to any Subtrust shall be enforceable against the assets of such Subtrust only, and not against the assets of MART generally or of any other Subtrust, and, except to the extent required by law or specified in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to MART generally shall be enforceable against the assets of any Subtrust. (b) Notice of the limitation on interseries liabilities between Subtrusts applicable to each Subtrust and the Subtrust Assets has been set forth in the Certificate of Trust as filed in the office of the Secretary of State pursuant to the Business Trust Statute and the Original Agreement. It is the express intent of the parties hereto that effective upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of the Business Trust Statute of setting forth such notice in the Certificate of Trust) became applicable to MART, the Trustee, the Beneficial Owner and the Subtrust Assets related to each Subtrust. The limitation on interseries liabilities is included in the Certificate of Trust as filed with the Secretary of State in the form attached hereto as Exhibit A. (c) Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation limiting the obligation represented thereby to the related Subtrust and the related Subtrust Assets. Any such Security, note, bond, contract or undertaking, whether secured or unsecured, shall also include an acknowledgment and agreement by the holder thereof to the effect that any claim that such holder may have at any time against any MART Assets that are allocated to an unrelated Subtrust, and any claim that such holder may have at any time against MART that such holder may seek to enforce against any MART Assets that are allocated to an unrelated Subtrust, shall be subordinate to the payment in full, including post-petition interest, in the event that MART becomes subject to an Insolvency Event, of the claims of the holders of any Securities or Certificates that are related to such unrelated Subtrust and the holders of any other notes, bonds, contracts or other obligations that are related to such unrelated Subtrust. Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation that each holder or owner of such Security, note, bond, contract or other undertaking shall, by acceptance of such Security, note, bond, contract or other undertaking (or, in the case of an owner, a beneficial interest in such Security, note, bond, contract or other undertaking), irrevocably makes the election afforded by Title 00 Xxxxxx Xxxxxx 11 United States Code Section 1111(b)(1)(A)(i) to secured creditors to receive the creditxxx xx xxxxxxx xhe treatment afforded by Title 00 Xxxxxx Xxxxxx 11 United States Code Section 1111(b)(2) with respect to any secured claim that secxxxx xxxxx xxxx such holder or owner may have at any time against the seller. (d) The Subtrust to which any MART Assets shall be allocated shall be specified in a certificate (each, a "Subtrust Designation Certificate") executed by an Authorized Officer and delivered to the Trustee not less than one Business Day prior to the acquisition of the applicable MART Assets. Each Subtrust Designation Certificate shall include the following: (i) a designation of the Subtrust to which the MART Assets are to be allocated, which shall be in form and substance sufficient to allow the Trustee to differentiate between the Subtrust to which the MART Assets are to be allocated and any other Subtrust; (ii) the date on which the MART Assets to be allocated to such Subtrust are to be transferred to MART and allocated to such Subtrust; and (iii) a list of the MART Assets to be allocated to the Subtrust, which shall identify the MART Assets in such a manner as may be reasonably required by the Trustee to differentiate between such MART Assets allocated to such Subtrust and any other MART Assets.

Subtrusts. (a) The MART Assets, immediately upon the acquisition thereof by MART, shall be allocated to, and identified only with, a Subtrust under this Agreement (each such subtrust, a "Subtrust", and the assets allocated to each such Subtrust, "Subtrust Assets"). Each Subtrust shall be a separate series of MART pursuant to Section 3806(b)(2) of the Business Trust Statute. The Board of Managers shall cause an Authorized Officer to account for and record separately all Subtrust Assets and the proceeds thereof allocated to any Subtrust from the Subtrust Assets and the proceeds thereof allocated to any other Subtrust. The Board of Managers shall cause an Authorized Officer to maintain separate and distinct records for the Subtrust Assets related to each Subtrust and to hold and account for the Subtrust Assets related to each Subtrust separately from the Subtrust Assets related to any other Subtrust. Except to the extent required by law or specified in this Agreement, the debts, liabilities and expenses incurred, contracted for or otherwise existing with respect to any Subtrust shall be enforceable against the assets of such Subtrust only, and not against the assets of MART generally or of any other Subtrust, and, except to the extent required by law or specified in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to MART generally shall be enforceable against the assets of any Subtrust. (b) Notice of the limitation on interseries liabilities between Subtrusts applicable to each Subtrust and the Subtrust Assets has been set forth in the Certificate of Trust as filed in the office of the Secretary of State pursuant to the Business Trust Statute and the Original Agreement. It is the express intent of the parties hereto that effective upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of the Business Trust Statute of setting forth such notice in the Certificate of Trust) became applicable to MART, the Trustee, the Beneficial Owner and the Subtrust Assets related to each Subtrust. The limitation on interseries liabilities is included in the Certificate of Trust as filed with the Secretary of State in the form attached hereto as Exhibit A. (c) Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation limiting the obligation represented thereby to the related Subtrust and the related Subtrust Assets. Any such Security, note, bond, contract or undertaking, whether secured or unsecured, shall also include an acknowledgment and agreement by the holder thereof to the effect that any claim that such holder may have at any time against any MART Assets that are allocated to an unrelated Subtrust, and any claim that such holder may have at any time against MART that such holder may seek to enforce against any MART Assets that are allocated to an unrelated Subtrust, shall be subordinate to the payment in full, including post-post- petition interest, in the event that MART becomes subject to an Insolvency Event, of the claims of the holders of any Securities or Certificates that are related to such unrelated Subtrust and the holders of any other notes, bonds, contracts or other obligations that are related to such unrelated Subtrust. Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation that each holder or owner of such Security, note, bond, contract or other undertaking shall, by acceptance of such Security, note, bond, contract or other undertaking (or, in the case of an owner, a beneficial interest in such Security, note, bond, contract or other undertaking), irrevocably makes the election afforded by Title 00 Xxxxxx Xxxxxx Code Section 1111(b)(1)(A)(i) to secured creditors to receive the treatment afforded by Title 00 Xxxxxx Xxxxxx Code Section 1111(b)(2) with respect to any secured claim that such holder or owner may have at any time against the seller. (d) The Subtrust to which any MART Assets shall be allocated shall be specified in a certificate (each, a "Subtrust Designation Certificate") executed by an Authorized Officer and delivered to the Trustee not less than one Business Day prior to the acquisition of the applicable MART Assets. Each Subtrust Designation Certificate shall include the following: (i) a designation of the Subtrust to which the MART Assets are to be allocated, which shall be in form and substance sufficient to allow the Trustee to differentiate between the Subtrust to which the MART Assets are to be allocated and any other Subtrust; (ii) the date on which the MART Assets to be allocated to such Subtrust are to be transferred to MART and allocated to such Subtrust; and (iii) a list of the MART Assets to be allocated to the Subtrust, which shall identify the MART Assets in such a manner as may be reasonably required by the Trustee to differentiate between such MART Assets allocated to such Subtrust and any other MART Assets.

Subtrusts. (a) The MART Assets, immediately upon the acquisition thereof by MART, shall be allocated to, and identified only with, a Subtrust under this Agreement (each such subtrust, a "Subtrust", and the assets allocated to each such Subtrust, "Subtrust Assets"). Each Subtrust shall be a separate series of MART pursuant to Section 3806(b)(2) of the Business Trust Statute. The Board of Managers shall cause an Authorized Officer to account for and record separately all Subtrust Assets and the proceeds thereof allocated to any Subtrust from the Subtrust Assets and the proceeds thereof allocated to any other Subtrust. The Board of Managers shall cause an Authorized Officer to maintain separate and distinct records for the Subtrust Assets related to each Subtrust and to hold and account for the Subtrust Assets related to each Subtrust separately from the Subtrust Assets related to any other Subtrust. Except to the extent required by law or specified in this Agreement, the debts, liabilities and expenses incurred, contracted for or otherwise existing with respect to any Subtrust shall be enforceable against the assets of such Subtrust only, and not against the assets of MART generally or of any other Subtrust, and, except to the extent required by law or specified in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to MART generally shall be enforceable against the assets of any Subtrust. (b) Notice of the limitation on interseries liabilities between Subtrusts applicable to each Subtrust and the Subtrust Assets has been set forth in the Certificate of Trust as filed in the office of the Secretary of State pursuant to the Business Trust Statute and the Original Agreement. It is the express intent of the parties hereto that effective upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of the Business Trust Statute of setting forth such notice in the Certificate of Trust) became applicable to MART, the Trustee, the Beneficial Owner and the Subtrust Assets related to each Subtrust. The limitation on interseries liabilities is included in the Certificate of Trust as filed with the Secretary of State in the form attached hereto as Exhibit A. (c) Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation limiting the obligation represented thereby to the related Subtrust and the related Subtrust Assets. Any such Security, note, bond, contract or undertaking, whether secured or unsecured, shall also include an acknowledgment and agreement by the holder thereof to the effect that any claim that such holder may have at any time against any MART Assets that are allocated to an unrelated Subtrust, and any claim that such holder may have at any time against MART that such holder may seek to enforce against any MART Assets that are allocated to an unrelated Subtrust, shall be subordinate to the payment in full, including post-petition interest, in the event that MART becomes subject to an Insolvency Event, of the claims of the holders of any Securities or Certificates that are related to such unrelated Subtrust and the holders of any other notes, bonds, contracts or other obligations that are related to such unrelated Subtrust. Any Security and every note, bond, contract or other undertaking issued by or on behalf of any Subtrust shall include a recitation that each holder or owner of such Security, note, bond, contract or other undertaking shall, by acceptance of such Security, note, bond, contract or other undertaking (or, in the case of an owner, a beneficial interest in such Security, note, bond, contract or other undertaking), irrevocably makes the election afforded by Title 00 10 Xxxxxx Xxxxxx Code Section 1111(b)(1)(A)(i) to secured creditors to receive the treatment afforded by Title 00 10 Xxxxxx Xxxxxx Code Section 1111(b)(2) with respect to any secured claim that such holder or owner may have at any time against the seller. (d) The Subtrust to which any MART Assets shall be allocated shall be specified in a certificate (each, a "Subtrust Designation Certificate") executed by an Authorized Officer and delivered to the Trustee not less than one Business Day prior to the acquisition of the applicable MART Assets. Each Subtrust Designation Certificate shall include the following: (i) a designation of the Subtrust to which the MART Assets are to be allocated, which shall be in form and substance sufficient to allow the Trustee to differentiate between the Subtrust to which the MART Assets are to be allocated and any other Subtrust; (ii) the date on which the MART Assets to be allocated to such Subtrust are to be transferred to MART and allocated to such Subtrust; and (iii) a list of the MART Assets to be allocated to the Subtrust, which shall identify the MART Assets in such a manner as may be reasonably required by the Trustee to differentiate between such MART Assets allocated to such Subtrust and any other MART Assets.