Subi Agreement

In addition to the SUBI supplement and the service supplement suffered, the referring tenant will also participate in various securitization documents, which may include a combination of escrow agreement, transfer agreement, pooling agreement and administrative agreement, back-sale-lease agreement, and escrow agreement. (v) No Violation. Section 2.02 Actual Sale. The parties intend that the sale, transfer and assignment of the assets constitute an actual sale and assignment of the assets, so that not all shares and securities of the assets are the property of the depositor`s estate in the event that the depositor becomes a debtor in a matter of bankruptcy law. Therefore, taking into account the mutual agreements contained herein and other good and valuable considerations, the preservation and relevance of which are hereby acknowledged, the parties agree to the following: Section 3.10 Limitation of Liability of the Owner Trustee. Notwithstanding anything to the contrary, this instrument has been countersigned by Wilmington Trust, National Association, not in its individual capacity, but only in its capacity as trustee owner of the issuing entity, and in no event shall Wilmington Trust, National Association in its sole capacity or beneficial owner of the issuing entity be liable for representations. Guarantees, liabilities, agreements or other obligations of the issuing entity under this Agreement that are used exclusively on the assets of the issuing entity. For all purposes of this Agreement, the Owner Trustee shall be subject to and entitled to the terms and conditions of Articles six, seven and ten of the Escrow Agreement in the performance of all obligations or obligations of the Issuing Entity under this Agreement. Section 1.02 Interpretative provisions. If one or more of the agreements, agreements or provisions of this Agreement are held to be invalid or unenforceable for any reason, such provisions shall be deemed severable from the other agreements, understandings and provisions of this Agreement, and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining agreements. Agreements and provisions or rights of the parties thereto. To the fullest extent permitted by law, the parties waive any legal provision that renders any provision of this Agreement invalid or unenforceable in any respect.

G. The issuing entity was formed as the owner trustee (the owner trustee) under a trust agreement dated March 21, 2019 in the amended and reformulated trust agreement dated April 15, 2019 (the trust agreement) between the depositor and Wilmington Trust, National Association, a national banking association with fiduciary powers. 9. No tangible instrument or movable material document representing or supporting the SUBI 2019-A certificate shall contain marks or endorsements indicating that it has been pledged, assigned or otherwise transferred to a person other than the trustee of the deed. . D. Under the SUBI Trust Agreement, a separate portfolio of leases (the 2019-A leases), the vehicles leased under the 2019-A leases (the 2019-A vehicles) and certain other related fiduciary assets were allocated to the 2019-A sub-I; For accounting reasons, operations may be structured in such a way that related assets remain or are removed from the consolidated balance sheet of the promoter-lessor. Although developer-lessors generally retained the tax benefits associated with the associated leased vehicles, several transactions involved the transfer of tax ownership of the associated leased vehicles and the associated tax benefits. (ii) Qualification required. The applicant is duly qualified to carry on business as a fully qualified foreign limited liability company and has obtained all necessary licenses and permits in all jurisdictions where the ownership or rental of property or the exercise of its business activity requires such qualifications, unless the absence of such a license, such a permit or qualification would not have a significant adverse effect.

on the applicant.. .