Common use of SUBI Supplement Clause in Contracts

SUBI Supplement. The Holder, by acceptance of this 2004-A SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Titling Trust, any Beneficiary or a Special Purpose Affiliate, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement, the resignation or removal of the Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement. The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets of the Trustee and to all of the Trust Assets other than those from time to time included within the 2004-A SUBI as 2004-A SUBI Assets and those proceeds or assets derived from or earned by such 2004-A SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist. The Trustee shall keep the certificate register with respect to this 2004-A SUBI Certificate, and the Holder of this 2004-A SUBI Certificate shall notify the Trustee of any change of address or instructions on the distribution of funds. The 2004-A SUBI shall be deemed dissolved solely with respect to the 2004-A SUBI Assets, and not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the Trustee by the Holder of the 2004-A SUBI Certificate to revoke and dissolve the 2004-A SUBI. So long as the Notes are outstanding, the 2004-A SUBI shall not be dissolved except (a) as required by law or (b) at the direction of the Holder of the 2004-A SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, upon any sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 2004-A SUBI Certificate to dissolve the 2004-A SUBI in accordance with the provisions of the Indenture. Upon such dissolution of the Titling Trust with respect to the 2004-A SUBI and delivery of the 2004-A SUBI Certificate to the Trustee for cancellation, the Trustee shall distribute to the Holder of the 2004-A SUBI Certificate or its designee all 2004-A SUBI Assets and shall cause the Certificates of Title to the 2004-A Vehicles to be issued in the name of, or at the direction of, the Holder of the 2004-A SUBI Certificate (which may include reallocation of the 2004-A SUBI Assets relating to the 2004-A Vehicles to the UTI). The Holder of the 2004-A SUBI Certificate to whom such 2004-A SUBI Assets relating to the 2004-A Vehicles are distributed shall pay or cause to be paid all applicable titling and registration fees and taxes. The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement. No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding SUBI Supplement the foregoing, any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. This 2004-A SUBI Certificate shall be governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions. Unless this 2004-A SUBI Certificate shall have been executed by an authorized officer of the Trustee, by manual signature, this 2004-A SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose. SUBI Supplement

SUBI Supplement. The Holder, by acceptance of this 20042003-A SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Titling Trust, any Beneficiary or a Special Purpose Affiliate, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement, the resignation or removal of the Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement. The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets of the Trustee and to all of the Trust Assets other than those from time to time included within the 20042003-A SUBI as 20042003-A SUBI Assets and those proceeds or assets derived from or earned by such 20042003-A SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist. The Trustee shall keep the certificate register with respect to this 20042003-A SUBI Certificate, and the Holder of this 20042003-A SUBI Certificate shall notify the Trustee of any change of address or instructions on the distribution of funds. The 20042003-A SUBI shall be deemed dissolved solely with respect to the 20042003-A SUBI Assets, and not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the Trustee by the Holder of the 20042003-A SUBI Certificate to revoke and dissolve the 20042003-A SUBI. So long as the Notes are outstanding, the 20042003-A SUBI shall not be dissolved except (a) as required by law or (b) at the direction of the Holder of the 20042003-A SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, upon any sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 20042003-A SUBI Certificate to dissolve the 20042003-A SUBI in accordance with the provisions of the Indenture. Upon such dissolution of the Titling Trust with respect to the 20042003-A SUBI and delivery of the 20042003-A SUBI Certificate to the Trustee for cancellation, the Trustee shall distribute to the Holder of the 20042003-A SUBI Certificate or its designee all 20042003-A SUBI Assets and shall cause the Certificates of Title to the 20042003-A Vehicles to be issued in the name of, or at the direction of, the Holder of the 20042003-A SUBI Certificate (which may include reallocation of the 20042003-A SUBI Assets relating to the 20042003-A Vehicles to the UTI). The Holder of the 20042003-A SUBI Certificate to whom such 20042003-A SUBI Assets relating to the 20042003-A Vehicles are distributed shall pay or cause to be paid all applicable titling and registration fees and taxes. The 2003-A SUBI shall be deemed dissolved solely with respect to the 2003-A SUBI Assets, and not as to any Trust Assets allocated to any other Sub-Trust upon the bankruptcy of the Transferor subject to the conditions set forth in the SUBI Trust Agreement. Upon the dissolution of the Transferor with respect to the 2003-A SUBI, the 2003-A SUBI shall be terminated and the 2003-A SUBI Certificate shall be returned to the Trustee for cancellation. Such a termination shall not effect a termination of the Titling Trust or of any Other SUBIs that is in existence at the time of such termination. The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement. No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding SUBI Supplement the foregoing, any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. This 20042003-A SUBI Certificate shall be governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions. Unless this 20042003-A SUBI Certificate shall have been executed by an authorized officer of the Trustee, by manual signature, this 20042003-A SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose. SUBI Supplement.