Common use of UTI Clause in Contracts

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 2021-1B SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.05. ARTICLE SEVEN

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 20212023-1B SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.055.04. ARTICLE SEVEN126

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 20212023-1B SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.055.04. 122 ARTICLE SEVENSEVEN ADMINISTRATION AND SERVICING OF CONTRACTS

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 20212023-1B 1A SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.055.04. ARTICLE SEVEN126

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 2021-1B SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.05. ARTICLE SEVEN125

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 2021-1B SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.05. ARTICLE SEVEN121

UTI. Regional Management shall not permit or cause the UTI or the UTI Certificate to be transferred to any Person without the prior written consent of the Required Lenders and receipt by the Administrative Agent and the Required Lenders of an opinion of counsel, reasonably satisfactory to the Required Lenders, as to the non-substantive consolidation of the Trust in the event such Person becomes a debtor in a voluntary or involuntary bankruptcy case which opinion of counsel shall be obtained by and at the expense of the transferor. Regional Management shall not permit or cause any North Carolina Receivable to be reallocated from the 20212023-1B 1A SUBI except as permitted by and subject to the satisfaction of the conditions in Section 3.02 and Section 5.055.04. ARTICLE SEVEN123 Article Seven ADMINISTRATION AND SERVICING OF CONTRACTS