Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025-B Lease or 2025-B Vehicle included in the 2025-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 2025-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2025-B Exchange Note related to the 2025-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2025-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2025-B), Indenture (Mercedes-Benz Auto Lease Trust 2025-B), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2025-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252019-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252019-B A Exchange Note or the related 20252019-B A Reference Pool shall be enforceable against such 20252019-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252019-B A Exchange Note or any 20252019-B A Lease or 20252019-B A Vehicle included in the 20252019-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252019-B A Exchange Note transferred hereunder which is related to the 20252019-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252019-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252019-B A Exchange Note or the related 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252019-B A Exchange Note related to the 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252019-B A Reference Pool or, the 20252019-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2019-A), Indenture (Mercedes-Benz Auto Lease Trust 2019-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2019-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252021-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252021-B Exchange Note or the related 20252021-B Reference Pool shall be enforceable against such 20252021-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252021-B Exchange Note or any 20252021-B Lease or 20252021-B Vehicle included in the 20252021-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252021-B Exchange Note transferred hereunder which is related to the 20252021-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252021-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252021-B Exchange Note or the related 20252021-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252021-B Exchange Note related to the 20252021-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252021-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252021-B Reference Pool or, the 20252021-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2021-B), Indenture (Mercedes-Benz Auto Lease Trust 2021-B), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2021-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 6 contracts
Sources: Administration Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252024-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252024-B A Exchange Note or the related 20252024-B A Reference Pool shall be enforceable against such 20252024-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252024-B A Exchange Note or any 20252024-B A Lease or 20252024-B A Vehicle included in the 20252024-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252024-B A Exchange Note transferred hereunder which is related to the 20252024-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252024-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252024-B A Exchange Note or the related 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252024-B A Exchange Note related to the 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252024-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252024-B A Reference Pool or, the 20252024-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2024-A), Indenture (Mercedes-Benz Auto Lease Trust 2024-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2024-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252017-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252017-B A Exchange Note or the related 20252017-B A Reference Pool shall be enforceable against such 20252017-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252017-B A Exchange Note or any 20252017-B A Lease or 20252017-B A Vehicle included in the 20252017-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252017-B A Exchange Note transferred hereunder which is related to the 20252017-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252017-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252017-B A Exchange Note or the related 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252017-B A Exchange Note related to the 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252017-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252017-B A Reference Pool or, the 20252017-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2017-A), Indenture (Mercedes-Benz Auto Lease Trust 2017-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2017-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252019-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252019-B Exchange Note or the related 20252019-B Reference Pool shall be enforceable against such 20252019-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252019-B Exchange Note or any 20252019-B Lease or 20252019-B Vehicle included in the 20252019-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252019-B Exchange Note transferred hereunder which is related to the 20252019-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252019-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252019-B Exchange Note or the related 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252019-B Exchange Note related to the 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252019-B Reference Pool or, the 20252019-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2019-B), Indenture (Mercedes-Benz Auto Lease Trust 2019-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2019-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252012-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252012-B A Exchange Note or the related 20252012-B A Reference Pool shall be enforceable against such 20252012-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252012-B A Exchange Note or any 20252012-B A Lease or 20252012-B A Vehicle included in the 20252012-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252012-B A Exchange Note transferred hereunder which is related to the 20252012-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252012-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252012-B A Exchange Note or the related 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252012-B A Exchange Note related to the 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252012-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252012-B A Reference Pool or, the 20252012-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2012-A), Indenture (Mercedes-Benz Auto Lease Trust 2012-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2012-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252016-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252016-B A Exchange Note or the related 20252016-B A Reference Pool shall be enforceable against such 20252016-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252016-B A Exchange Note or any 20252016-B A Lease or 20252016-B A Vehicle included in the 20252016-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252016-B A Exchange Note transferred hereunder which is related to the 20252016-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252016-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252016-B A Exchange Note or the related 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252016-B A Exchange Note related to the 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252016-B A Reference Pool or, the 20252016-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2016-A), Indenture (Mercedes-Benz Auto Lease Trust 2016-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2016-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252018-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252018-B A Exchange Note or the related 20252018-B A Reference Pool shall be enforceable against such 20252018-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252018-B A Exchange Note or any 20252018-B A Lease or 20252018-B A Vehicle included in the 20252018-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252018-B A Exchange Note transferred hereunder which is related to the 20252018-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252018-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252018-B A Exchange Note or the related 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252018-B A Exchange Note related to the 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252018-B A Reference Pool or, the 20252018-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2018-A), Indenture (Mercedes-Benz Auto Lease Trust 2018-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2018-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252021-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252021-B A Exchange Note or the related 20252021-B A Reference Pool shall be enforceable against such 20252021-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252021-B A Exchange Note or any 20252021-B A Lease or 20252021-B A Vehicle included in the 20252021-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252021-B A Exchange Note transferred hereunder which is related to the 20252021-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252021-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252021-B A Exchange Note or the related 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252021-B A Exchange Note related to the 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252021-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252021-B A Reference Pool or, the 20252021-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2021-A), Indenture (Mercedes-Benz Auto Lease Trust 2021-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2021-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252023-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252023-B A Exchange Note or the related 20252023-B A Reference Pool shall be enforceable against such 20252023-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252023-B A Exchange Note or any 20252023-B A Lease or 20252023-B A Vehicle included in the 20252023-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252023-B A Exchange Note transferred hereunder which is related to the 20252023-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252023-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252023-B A Exchange Note or the related 20252023-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252023-B A Exchange Note related to the 20252023-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252023-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252023-B A Reference Pool or, the 20252023-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2023-A), Indenture (Mercedes-Benz Auto Lease Trust 2023-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2023-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252020-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252020-B Exchange Note or the related 20252020-B Reference Pool shall be enforceable against such 20252020-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252020-B Exchange Note or any 20252020-B Lease or 20252020-B Vehicle included in the 20252020-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252020-B Exchange Note transferred hereunder which is related to the 20252020-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252020-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252020-B Exchange Note or the related 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252020-B Exchange Note related to the 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252020-B Reference Pool or, the 20252020-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2020-B), Indenture (Mercedes-Benz Auto Lease Trust 2020-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2020-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252016-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252016-B Exchange Note or the related 20252016-B Reference Pool shall be enforceable against such 20252016-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252016-B Exchange Note or any 20252016-B Lease or 20252016-B Vehicle included in the 20252016-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252016-B Exchange Note transferred hereunder which is related to the 20252016-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252016-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252016-B Exchange Note or the related 20252016-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252016-B Exchange Note related to the 20252016-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252016-B Reference Pool or, the 20252016-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2016-B), Indenture (Mercedes-Benz Auto Lease Trust 2016-B), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2016-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252020-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252020-B A Exchange Note or the related 20252020-B A Reference Pool shall be enforceable against such 20252020-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252020-B A Exchange Note or any 20252020-B A Lease or 20252020-B A Vehicle included in the 20252020-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252020-B A Exchange Note transferred hereunder which is related to the 20252020-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252020-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252020-B A Exchange Note or the related 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252020-B A Exchange Note related to the 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252020-B A Reference Pool or, the 20252020-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2020-A), Indenture (Mercedes-Benz Auto Lease Trust 2020-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2020-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252018-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252018-B Exchange Note or the related 20252018-B Reference Pool shall be enforceable against such 20252018-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252018-B Exchange Note or any 20252018-B Lease or 20252018-B Vehicle included in the 20252018-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252018-B Exchange Note transferred hereunder which is related to the 20252018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252018-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252018-B Exchange Note or the related 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252018-B Exchange Note related to the 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252018-B Reference Pool or, the 20252018-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2018-B), Indenture (Mercedes-Benz Auto Lease Trust 2018-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2018-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B A Exchange Note or the related 2025-B A Reference Pool shall be enforceable against such 2025-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2025-B A Exchange Note or any 2025-B A Lease or 2025-B A Vehicle included in the 2025-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2025-B A Exchange Note transferred hereunder which is related to the 2025-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2025-B A Exchange Note or the related 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2025-B A Exchange Note related to the 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2025-B A Reference Pool or, the 2025-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2025-A), Indenture (Mercedes-Benz Auto Lease Trust 2025-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2025-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252024-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252024-B Exchange Note or the related 20252024-B Reference Pool shall be enforceable against such 20252024-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252024-B Exchange Note or any 20252024-B Lease or 20252024-B Vehicle included in the 20252024-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252024-B Exchange Note transferred hereunder which is related to the 20252024-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252024-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252024-B Exchange Note or the related 20252024-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252024-B Exchange Note related to the 20252024-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252024-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252024-B Reference Pool or, the 20252024-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 6 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2024-B), Indenture (Mercedes-Benz Auto Lease Trust 2024-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2024-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252024-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252024-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252024-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252024-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252024-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Administration Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 2025-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 2025-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 2025-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2025-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT), Administration Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252020-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252020-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252020-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252020-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2020-A), Administration Agreement (World Omni Automobile Lease Securitization Trust 2020-A), Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2020-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252015-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252015-B A Exchange Note or the related 20252015-B A Reference Pool shall be enforceable against such 20252015-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252015-B A Exchange Note or any 20252015-B A Lease or 20252015-B A Vehicle included in the 20252015-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252015-B A Exchange Note transferred hereunder which is related to the 20252015-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252015-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252015-B A Exchange Note or the related 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252015-B A Exchange Note related to the 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252015-B A Reference Pool or, the 20252015-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 4 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2015-A), Indenture (Mercedes-Benz Auto Lease Trust 2015-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2015-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252019-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252019-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252019-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252019-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Administration Agreement (World Omni Automobile Lease Securitization Trust 2019-A), Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2019-A), Administration Agreement (World Omni Automobile Lease Securitization Trust 2019-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252021-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252021-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252021-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252021-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252021-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Administration Agreement (World Omni Auto Leasing LLC), Exchange Note Sale Agreement (World Omni Auto Leasing LLC), Exchange Note Sale Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252017-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252017-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252017-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252017-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252017-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252020-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252020-B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252020-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252020-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2020-B), Administration Agreement (World Omni Automobile Lease Securitization Trust 2020-B), Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2020-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252014-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252014-B A Exchange Note or the related 20252014-B A Reference Pool shall be enforceable against such 20252014-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252014-B A Exchange Note or any 20252014-B A Lease or 20252014-B A Vehicle included in the 20252014-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252014-B A Exchange Note transferred hereunder which is related to the 20252014-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252014-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252014-B A Exchange Note or the related 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252014-B A Exchange Note related to the 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252014-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252014-B A Reference Pool or, the 20252014-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 4 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2014-A), Indenture (Mercedes-Benz Auto Lease Trust 2014-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2014-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252018-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252018-B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252018-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2018-B), Administration Agreement (World Omni Automobile Lease Securitization Trust 2018-B), Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2018-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252018-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252018-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252018-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252018-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252016-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252016-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252016-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252016-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252015-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252015-B Exchange Note or the related 20252015-B Reference Pool shall be enforceable against such 20252015-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252015-B Exchange Note or any 20252015-B Lease or 20252015-B Vehicle included in the 20252015-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252015-B Exchange Note transferred hereunder which is related to the 20252015-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252015-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252015-B Exchange Note or the related 20252015-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252015-B Exchange Note related to the 20252015-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252015-B Reference Pool or, the 20252015-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 4 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2015-B), Indenture (Mercedes-Benz Auto Lease Trust 2015-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2015-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252019-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252019-B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252019-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252019-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2019-B), Administration Agreement (World Omni Automobile Lease Securitization Trust 2019-B), Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2019-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252022-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252022-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252022-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252022-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252022-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252022-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252022-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT), Administration Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252023-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252023-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252023-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252023-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252023-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252023-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252023-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 4 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT), Administration Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252013-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252013-B A Exchange Note or the related 20252013-B A Reference Pool shall be enforceable against such 20252013-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252013-B A Exchange Note or any 20252013-B A Lease or 20252013-B A Vehicle included in the 20252013-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252013-B A Exchange Note transferred hereunder which is related to the 20252013-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252013-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252013-B A Exchange Note or the related 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252013-B A Exchange Note related to the 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252013-B A Reference Pool or, the 20252013-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 3 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2013-A), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2013-A), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2013-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252013-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252013-B Exchange Note or the related 20252013-B Reference Pool shall be enforceable against such 20252013-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252013-B Exchange Note or any 20252013-B Lease or 20252013-B Vehicle included in the 20252013-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252013-B Exchange Note transferred hereunder which is related to the 20252013-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252013-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252013-B Exchange Note or the related 20252013-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252013-B Exchange Note related to the 20252013-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252013-B Reference Pool or, the 20252013-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 3 contracts
Sources: Indenture (Mercedes-Benz Auto Lease Trust 2013-B), Second Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2013-B), First Tier Sale Agreement (Mercedes-Benz Auto Lease Trust 2013-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 3 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT), Exchange Note Servicing Supplement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252016-B Exchange Note, by virtue of its acceptance of such 2016-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252016-B Exchange Note or the related 20252016-B Reference Pool shall be enforceable against such 20252016-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252016-B Exchange Note or any 20252016-B Lease or 20252016-B Vehicle included in the 20252016-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252016-B Exchange Note transferred hereunder which is related to the 20252016-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252016-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252016-B Exchange Note or the related 20252016-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252016-B Exchange Note related to the 20252016-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252016-B Reference Pool or, the 20252016-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2016-B), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2016-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252019-B A Exchange Note, by virtue of its acceptance of such 2019-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252019-B A Exchange Note or the related 20252019-B A Reference Pool shall be enforceable against such 20252019-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252019-B A Exchange Note or any 20252019-B A Lease or 20252019-B A Vehicle included in the 20252019-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252019-B A Exchange Note transferred hereunder which is related to the 20252019-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252019-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252019-B A Exchange Note or the related 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252019-B A Exchange Note related to the 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252019-B A Reference Pool or, the 20252019-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2019-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2019-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 2025-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 2025-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 2025-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2025-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Exchange Note Servicing Supplement (World Omni LT), Exchange Note Servicing Supplement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252023-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252023-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252023-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252023-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252023-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252023-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252023-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 2025-B 20[●]-[●] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool or any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 2025-B 20[●]-[●] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 2025-B 20[●]-[●] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 2025-B 20[●]-[●] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 2025-B 20[●]-[●] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B 20[●]-[●] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2025-B 20[●]-[●] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Administration Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252024-B A Exchange Note, by virtue of its acceptance of such 2024-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252024-B A Exchange Note or the related 20252024-B A Reference Pool shall be enforceable against such 20252024-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252024-B A Exchange Note or any 20252024-B A Lease or 20252024-B A Vehicle included in the 20252024-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252024-B A Exchange Note transferred hereunder which is related to the 20252024-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252024-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252024-B A Exchange Note or the related 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252024-B A Exchange Note related to the 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252024-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252024-B A Reference Pool or, the 20252024-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2024-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2024-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252017-B A Exchange Note, by virtue of its acceptance of such 2017-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252017-B A Exchange Note or the related 20252017-B A Reference Pool shall be enforceable against such 20252017-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252017-B A Exchange Note or any 20252017-B A Lease or 20252017-B A Vehicle included in the 20252017-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252017-B A Exchange Note transferred hereunder which is related to the 20252017-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252017-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252017-B A Exchange Note or the related 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252017-B A Exchange Note related to the 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252017-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252017-B A Reference Pool or, the 20252017-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: 2017 a Servicing Supplement (Mercedes-Benz Auto Lease Trust 2017-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2017-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252018-B A Exchange Note, by virtue of its acceptance of such 2018-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252018-B A Exchange Note or the related 20252018-B A Reference Pool shall be enforceable against such 20252018-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252018-B A Exchange Note or any 20252018-B A Lease or 20252018-B A Vehicle included in the 20252018-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252018-B A Exchange Note transferred hereunder which is related to the 20252018-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252018-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252018-B A Exchange Note or the related 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252018-B A Exchange Note related to the 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252018-B A Reference Pool or, or the 20252018-B A Exchange Note, Note must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2018-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2018-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Exchange Note Sale Agreement (World Omni LT), Exchange Note Sale Agreement (World Omni Auto Leasing LLC)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be enforceable against such 20[ ]-[ ] Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252012-B A Exchange Note, by virtue of its acceptance of such 2012-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252012-B A Exchange Note or the related 20252012-B A Reference Pool shall be enforceable against such 20252012-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252012-B A Exchange Note or any 20252012-B A Lease or 20252012-B A Vehicle included in the 20252012-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252012-B A Exchange Note transferred hereunder which is related to the 20252012-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252012-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252012-B A Exchange Note or the related 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252012-B A Exchange Note related to the 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252012-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252012-B A Reference Pool or, the 20252012-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2012-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2012-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252021-B A Exchange Note, by virtue of its acceptance of such 2021-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252021-B A Exchange Note or the related 20252021-B A Reference Pool shall be enforceable against such 20252021-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252021-B A Exchange Note or any 20252021-B A Lease or 20252021-B A Vehicle included in the 20252021-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252021-B A Exchange Note transferred hereunder which is related to the 20252021-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252021-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252021-B A Exchange Note or the related 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252021-B A Exchange Note related to the 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252021-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252021-B A Reference Pool or, the 20252021-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2021-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2021-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252020-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252020-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252020-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252020-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2020-A), Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2020-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252017-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252017-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252017-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252017-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252017-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252017-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252024-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252024-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252024-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252024-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252024-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252024-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252019-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252019-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252019-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252019-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252019-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2019-A), Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2019-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252016-B A Exchange Note, by virtue of its acceptance of such 2016-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252016-B A Exchange Note or the related 20252016-B A Reference Pool shall be enforceable against such 20252016-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252016-B A Exchange Note or any 20252016-B A Lease or 20252016-B A Vehicle included in the 20252016-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252016-B A Exchange Note transferred hereunder which is related to the 20252016-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252016-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252016-B A Exchange Note or the related 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252016-B A Exchange Note related to the 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252016-B A Reference Pool or, the 20252016-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2016-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2016-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such 2025-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025-B Lease or 2025-B Vehicle included in the 2025-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 2025-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2025-B Exchange Note related to the 2025-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2025-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2025-B), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2025-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252020-B Exchange Note, by virtue of its acceptance of such 2020-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252020-B Exchange Note or the related 20252020-B Reference Pool shall be enforceable against such 20252020-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252020-B Exchange Note or any 20252020-B Lease or 20252020-B Vehicle included in the 20252020-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252020-B Exchange Note transferred hereunder which is related to the 20252020-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252020-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252020-B Exchange Note or the related 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252020-B Exchange Note related to the 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252020-B Reference Pool or, the 20252020-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2020-B), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2020-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252020-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252020-B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252020-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252020-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252020-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2020-B), Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2020-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252018-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252018-B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252018-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Exchange Note Servicing Supplement (World Omni Automobile Lease Securitization Trust 2018-B), Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2018-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252020-B A Exchange Note, by virtue of its acceptance of such 2020-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252020-B A Exchange Note or the related 20252020-B A Reference Pool shall be enforceable against such 20252020-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252020-B A Exchange Note or any 20252020-B A Lease or 20252020-B A Vehicle included in the 20252020-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252020-B A Exchange Note transferred hereunder which is related to the 20252020-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252020-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252020-B A Exchange Note or the related 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252020-B A Exchange Note related to the 20252020-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252020-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252020-B A Reference Pool or, the 20252020-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2020-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2020-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252018-B Exchange Note, by virtue of its acceptance of such 2018-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252018-B Exchange Note or the related 20252018-B Reference Pool shall be enforceable against such 20252018-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252018-B Exchange Note or any 20252018-B Lease or 20252018-B Vehicle included in the 20252018-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252018-B Exchange Note transferred hereunder which is related to the 20252018-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252018-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252018-B Exchange Note or the related 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252018-B Exchange Note related to the 20252018-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252018-B Reference Pool or, the 20252018-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2018-B), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2018-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252019-B Exchange Note, by virtue of its acceptance of such 2019-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252019-B Exchange Note or the related 20252019-B Reference Pool shall be enforceable against such 20252019-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252019-B Exchange Note or any 20252019-B Lease or 20252019-B Vehicle included in the 20252019-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252019-B Exchange Note transferred hereunder which is related to the 20252019-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252019-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252019-B Exchange Note or the related 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252019-B Exchange Note related to the 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252019-B Reference Pool or, the 20252019-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: 2019 B Servicing Supplement (Mercedes-Benz Auto Lease Trust 2019-B), 2019 B Servicing Supplement (Mercedes-Benz Auto Lease Trust 2019-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252021-B Exchange Note, by virtue of its acceptance of such 2021-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252021-B Exchange Note or the related 20252021-B Reference Pool shall be enforceable against such 20252021-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252021-B Exchange Note or any 20252021-B Lease or 20252021-B Vehicle included in the 20252021-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252021-B Exchange Note transferred hereunder which is related to the 20252021-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252021-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252021-B Exchange Note or the related 20252021-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252021-B Exchange Note related to the 20252021-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252021-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252021-B Reference Pool or, the 20252021-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2021-B), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2021-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252021-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252021-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252021-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252021-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252021-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252021-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni Auto Leasing LLC), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252016-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252016-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252016-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252016-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252016-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B A Exchange Note, by virtue of its acceptance of such 2025-A Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B A Exchange Note or the related 2025-B A Reference Pool shall be enforceable against such 2025-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 2025-B A Exchange Note or any 2025-B A Lease or 2025-B A Vehicle included in the 2025-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 2025-B A Exchange Note transferred hereunder which is related to the 2025-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 2025-B A Exchange Note or the related 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 2025-B A Exchange Note related to the 2025-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 2025-B A Reference Pool or, the 2025-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2025-A), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2025-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252022-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252022-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252022-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252022-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252022-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252022-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252022-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252019-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252019-B Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252019-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252019-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252019-B Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252019-B Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2019-B), Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2019-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252018-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252018-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252018-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252018-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252018-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252018-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 2 contracts
Sources: Closed End Servicing Agreement (World Omni LT), Closed End Servicing Agreement (World Omni LT)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252024-B Exchange Note, by virtue of its acceptance of such 2024-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252024-B Exchange Note or the related 20252024-B Reference Pool shall be enforceable against such 20252024-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252024-B Exchange Note or any 20252024-B Lease or 20252024-B Vehicle included in the 20252024-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252024-B Exchange Note transferred hereunder which is related to the 20252024-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252024-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252024-B Exchange Note or the related 20252024-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252024-B Exchange Note related to the 20252024-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252024-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252024-B Reference Pool or, the 20252024-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 2 contracts
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2024-B), Servicing Supplement (Mercedes-Benz Auto Lease Trust 2024-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252014-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252014-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252014-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252014-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252014-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252011-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252011-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252011-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252011-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252011-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252011-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252011-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Administration Agreement (World Omni Automobile Lease Securitization Trust 2011-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252013-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252013-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252013-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252013-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be enforceable against such 20[ ]-[ ] Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Closed End Servicing Agreement (World Omni Auto Leasing LLC)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2014-A Reference Pool shall be enforceable against such 2014-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252014-B A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252014-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252014-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252014-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252009-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252009-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252009-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252009-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252009-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252009-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252009-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Administration Agreement (World Omni Automobile Lease Securitization Trust 2009-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252015-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252015-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252015-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252015-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252016-B Exchange Note, by virtue of its acceptance of such 2016-B Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252016-B Exchange Note or the related 20252016-B Reference Pool shall be enforceable against such 20252016-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252016-B Exchange Note or any 20252016-B Lease or 20252016-B Vehicle included in the 20252016-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252016-B Exchange Note transferred hereunder which is related to the 20252016-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252016-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252016-B Exchange Note or the related 20252016-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto 22 (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252016-B Exchange Note related to the 20252016-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252016-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252016-B Reference Pool or, the 20252016-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.. 23
Appears in 1 contract
Sources: Servicing Supplement
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252012-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252012-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252012-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252012-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252012-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2012-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252013-B A Exchange Note, by virtue of its acceptance of such 2013-A Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252013-B A Exchange Note or the related 20252013-B A Reference Pool shall be enforceable against such 20252013-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252013-B A Exchange Note or any 20252013-B A Lease or 20252013-B A Vehicle included in the 20252013-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252013-B A Exchange Note transferred hereunder which is related to the 20252013-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252013-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252013-B A Exchange Note or the related 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252013-B A Exchange Note related to the 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252013-B A Reference Pool or, the 20252013-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 1 contract
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2013-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2009-A Reference Pool shall be enforceable against such 2009-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252009-B A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252009-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 20252009-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252009-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252009-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252009-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2009-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252014-B A Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252014-B A Exchange Note or the related 20252014-B A Reference Pool shall be enforceable against such 20252014-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252014-B A Exchange Note or any 20252014-B A Lease or 20252014-B A Vehicle included in the 20252014-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252014-B A Exchange Note transferred hereunder which is related to the 20252014-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252014-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252014-B A Exchange Note or the related 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252014-B A Exchange Note related to the 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252014-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252014-B A Reference Pool or, the 20252014-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.. 15
Appears in 1 contract
Sources: First Tier Sale Agreement
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252009-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252009-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252009-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252009-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252009-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252009-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252009-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2009-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252015-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252015-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252015-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252015-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2012-A Reference Pool shall be enforceable against such 2012-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252012-B A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252012-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252012-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252012-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2012-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252015-B Exchange Note, by virtue of its acceptance of such 2015-B Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252015-B Exchange Note or the related 20252015-B Reference Pool shall be enforceable against such 20252015-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252015-B Exchange Note or any 20252015-B Lease or 20252015-B Vehicle included in the 20252015-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252015-B Exchange Note transferred hereunder which is related to the 20252015-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252015-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252015-B Exchange Note or the related 20252015-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252015-B Exchange Note related to the 20252015-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252015-B Reference Pool or, the 20252015-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 1 contract
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2015-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2013-A Reference Pool shall be enforceable against such 2013-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252013-B A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252013-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252013-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252011-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252011-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252011-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252011-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252011-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252011-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252011-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Exchange Note Sale Agreement (World Omni Automobile Lease Securitization Trust 2011-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252014-B A Exchange Note, by virtue of its acceptance of such 2014-A Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252014-B A Exchange Note or the related 20252014-B A Reference Pool shall be enforceable against such 20252014-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252014-B A Exchange Note or any 20252014-B A Lease or 20252014-B A Vehicle included in the 20252014-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252014-B A Exchange Note transferred hereunder which is related to the 20252014-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252014-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252014-B A Exchange Note or the related 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252014-B A Exchange Note related to the 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252014-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252014-B A Reference Pool or, the 20252014-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 1 contract
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2014-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 2025-B 20[·]-[·] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, the Warehouse Facility Pool or the Revolving Facility any Unencumbered Reference Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, the Warehouse Facility Pool or the Revolving Facility Unencumbered Reference Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 2025-B 20[·]-[·] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Pool, Closed-End Units included in any other Unencumbered Reference Pool or Closed-End Units included in any Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 2025-B 20[·]-[·] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 2025-B 20[·]-[·] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 2025-B 20[·]-[·] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 2025-B 20[·]-[·] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 2025-B 20[·]-[·] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool, any Unencumbered Reference Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252014-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252014-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252014-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252014-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252014-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252014-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) except with respect to the Closed-End Exchange Note Shared Amounts relating to any Unpaid Titling Trust Debt, (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by lawlaw and except with respect to the Closed-End Exchange Note Shared Amounts relating to any Unpaid Titling Trust Debt, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) except to the extent of available Closed-End Exchange Note Shared Amounts, (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Administration Agreement (World Omni Auto Leasing LLC)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252015-B A Exchange Note, by virtue of its acceptance of such 2015-A Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252015-B A Exchange Note or the related 20252015-B A Reference Pool shall be enforceable against such 20252015-B A Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252015-B A Exchange Note or any 20252015-B A Lease or 20252015-B A Vehicle included in the 20252015-B A Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252015-B A Exchange Note transferred hereunder which is related to the 20252015-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252015-B A Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252015-B A Exchange Note or the related 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252015-B A Exchange Note related to the 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B A Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252015-B A Reference Pool or, the 20252015-B A Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 1 contract
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2015-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252012-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252012-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252012-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252012-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252012-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252012-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Administration Agreement (World Omni Automobile Lease Securitization Trust 2012-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b) (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 20[ ]-[ ] Reference Pool shall be enforceable against such Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Exchange Note Sale Agreement (World Omni Auto Leasing LLC)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 20252013-B Exchange Note, by virtue of its acceptance of such 2013-B Exchange Note or pledge thereof thereof, acknowledges and agrees) that (i) the Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 20252013-B Exchange Note or the related 20252013-B Reference Pool shall be enforceable against such 20252013-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Exchange Note, any other Reference Pool, Pool or the Revolving Facility Pool shall be enforceable against such other Exchange Note, other Reference Pools, or the Revolving Facility Pool only, as applicable, and not against the 20252013-B Exchange Note or any 20252013-B Lease or 20252013-B Vehicle included in the 20252013-B Reference Pool, (iii) except to the extent required by law, the leases and the related leased vehicles included in the Revolving Facility Pool or leases and the related leased vehicles included in any other Reference Pool with respect to any other Exchange Note (other than the 20252013-B Exchange Note transferred hereunder which is related to the 20252013-B Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 20252013-B Exchange Note in respect of such claim, (iv) no creditor or holder of a claim relating to (a) the 20252013-B Exchange Note or the related 20252013-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Reference Pool, the Revolving Facility Pool or any other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) ), and (b) any other Reference Pool, the Revolving Facility Pool or any other Exchange Note other than the 20252013-B Exchange Note related to the 20252013-B Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B Reference Pool and (v) any purchaser, assignee or pledgee of an interest in the 20252013-B Reference Pool or, the 20252013-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (a) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement and (b) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool 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 Titling Trust allocated to the Revolving Facility Pool and each other Reference Pool.
Appears in 1 contract
Sources: Servicing Supplement (Mercedes-Benz Auto Lease Trust 2013-B)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ]Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ]Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ]Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ]Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ]Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ]Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Administration Agreement (World Omni Auto Leasing LLC)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2011-A Reference Pool shall be enforceable against such 2011-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252011-B A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252011-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 20252011-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252011-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252011-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252011-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Sources: Closed End Servicing Agreement (World Omni Automobile Lease Securitization Trust 2011-A)
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 202520[ ]-B [ ] Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 202520[ ]-B [ ] Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts available to such Persons on a fully subordinated basis) thereto, and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 202520[ ]-B [ ] Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 202520[ ]-B [ ] Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 202520[ ]-B [ ] Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (iib) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (ai) the 2025-B Exchange Note or the related 20252013-B A Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Other Reference Pool or the Revolving Warehouse Facility Pool and (bii) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252013-B A Reference Pool, (iiic) except to the extent required by law, the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252013-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) no creditor or holder of a claim relating to (ai) the 2025-B Exchange Note or the related 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End Exchange Amounts available to such Persons on a fully subordinated basis) ), and (bii) any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252013-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252013-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252013-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract
Each Exchange Note Separate; Assignees of Exchange Note. Each party hereto acknowledges and agrees (and each holder or pledgee of the 2025-B Exchange Note, by virtue of its acceptance of such Exchange Note or pledge thereof acknowledges and agrees) that (ia) the Closed-End Collateral Specified Interest is a separate series of the Titling Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Exchange Note or the related 2015-A Reference Pool shall be enforceable against such 2015-A Reference Pool only and not against any Other Reference Pool or the Warehouse Facility Pool and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to (a) the 2025-B Exchange Note or the related 2025-B Reference Pool shall be enforceable against such 2025-B Reference Pool only and not against any other Reference Pool or the Revolving Facility Pool and (b) any other Other Exchange Note, any other Other Reference Pool, or the Revolving Warehouse Facility Pool shall be enforceable against such other Other Exchange Note, other Other Reference Pools, or the Revolving Warehouse Facility Pool only, as applicable, and not against the 2025-B Exchange Note or any 2025Closed-B Lease or 2025-B Vehicle End Units included in the 20252015-B A Reference Pool, (iiic) except to the extent required by law, law the leases and the related leased vehicles Closed-End Units included in the Revolving Warehouse Facility Pool or leases and the related leased vehicles Closed-End Units included in any other Other Reference Pool with respect to any other Other Exchange Note (other than the 2025-B Exchange Note transferred hereunder which is related to the 20252015-B A Reference Pool) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the 2025-B Exchange Note in respect of such claim, (ivd) (i) no creditor or holder of a claim relating to (a) the 2025-B Exchange Note or the related 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note or the assets allocated thereto (except to the extent of amounts Closed-End EN Collected Amounts available to such Persons on a fully subordinated basis) ), and (bii) no creditor or holder of a claim relating to any other Other Reference Pool, the Revolving Warehouse Facility Pool or any other Other Exchange Note other than the 2025-B Exchange Note related to the 20252015-B A Reference Pool shall be entitled to maintain any action against or recover any assets allocated to the 20252015-B A Reference Pool Pool, and (ve) any purchaser, assignee or pledgee of an interest in the 20252015-B A Reference Pool or, the 2025-B Exchange Note, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (ai) give to the Titling Trust a non-petition covenant substantially similar to that set forth in Section 11.10 of the Titling Trust Agreement Agreement, and (bii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of any other Other Exchange Note to release all claims to the assets of the Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool 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 Titling Trust allocated to the Revolving Warehouse Facility Pool and each other Other Reference Pool. Pursuant to Section 3.1(a) of the Intercreditor Agreement, on the date hereof, each party hereto shall enter into a Joinder Agreement to the Intercreditor Agreement as a new Interest Holder, and shall deliver an executed copy of such Joinder Agreement to each party to the Intercreditor Agreement.
Appears in 1 contract