Common use of SUBI Clause in Contracts

SUBI. Pursuant to the Series 2014-1 SUBI Supplement, the Initial Beneficiary may from time to time reallocate assets included in the Series 2014-1 SUBI Portfolio to the UTI. Proceeds on assets included in the Series 2014-1 SUBI Portfolio will be (i) collected pursuant to the terms of the Servicing Agreement of even date among GE Equipment Transportation LLC, Series 2014-1 (the “Issuer”), the Trust and General Electric Capital Corporation, as servicer, and (ii) invested and distributed pursuant to the Indenture of even date, between the Issuer and Citibank, N.A., as indenture trustee. The rights of the holder of this Certificate to the proceeds of the Series 2014-1 SUBI Assets are and will be further set forth in the Trust Agreement. This Certificate does not represent an obligation of, or an interest in, the Settlor, any Trustee, the Initial Beneficiary or any of their respective Affiliates (other than the Trust). This Certificate is limited in right of payment to certain collections and recoveries with respect to the Series 2014-1 SUBI Assets allocated to the Series 2014-1 SUBI Portfolio, all to the extent and as more specifically set forth in the Trust Agreement. A copy of the Trust Agreement may be examined during normal business hours at the principal office of the Administrative Trustee, and at such other places, if any, designated by the Administrative Trustee, by the holder hereof upon request. By accepting this Certificate, the holder hereof releases (or fully subordinates, but only to the extent such release is not given effect) any claim in respect of this Certificate to any proceeds or assets of the Trust other than those from time to time included within the Series 2014-1 SUBI Portfolio as Series 2014-1 SUBI Assets and those proceeds or assets derived from or earned by such Series 2014-1 SUBI Assets. The Series 2014-1 SUBI Supplement permits, with certain exceptions provided therein, the amendment of the Trust Agreement, and the modification of the rights and obligations of the parties thereto with respect to the Series 2014-1 SUBI Assets, the Series 2014-1 SUBI Portfolio, the Series 2014-1 SUBI and the rights of the holder of this Certificate at any time by the holder of this Certificate and each of the Trustees. If approval of any holder of this Certificate is required, any such consent shall be conclusive and binding on such holder and on all future holders hereof and of any Certificate issued upon the permitted transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The holder of this Certificate (and each pledgee of this Certificate, by virtue of its acceptance of such pledge) covenants and agrees that, prior to the date which is one year and one day after the date upon which all obligations under each Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Trust, any other Special Purpose Entity, or any general partner of any Special Purpose Entity that is a partnership, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law. No bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy, insolvency or similar law shall be instituted by the Trust without the unanimous consent of all of the Trustees. The SUBI Trustee shall not so consent unless directed to do so by the holder of this Certificate, and the Delaware Trustee shall not so consent unless directed to do so by all of the Certificateholders. Prior to due presentation of this Certificate for registration of a permitted transfer, the SUBI Trustee, the certificate registrar and any of their respective agents may treat the person or entity in whose name this Certificate is registered as the owner hereof for the purpose of receiving distributions and for all other purposes, and, except as provided for in the Trust Agreement, neither the Trustees, the certificate registrar nor any such agent shall be affected by any notice to the contrary. Unless this Certificate shall have been executed and authenticated by an authorized officer of the Administrative Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose.