Common use of Status of Participation Clause in Contracts

Status of Participation. (a) Except as set forth in this Agreement, UBOC does not transfer or assign any rights or obligations under the documents evidencing the Transactions to the extent related to any Risk Participation Assets and Wachovia will have no proprietary interest in the benefit of the documents evidencing the Transactions or in any monies received by UBOC under or in relation to the documents evidencing the Transactions, in each case to the extent related to any Risk Participation Assets. (b) The right of the Wachovia to receive monies from UBOC with respect to any Risk Participation Asset is restricted to the extent of an amount equal to the relevant portion of any monies received and applied in accordance herewith by UBOC from any Obligor or Security Party. (c) Wachovia shall not be subrogated to or substituted in respect of UBOC's claims by virtue of any payment under a Participation and Wachovia shall have no contractual relationship with or rights against any Obligor or Security Party pursuant to the terms hereof except in any case in which UBOC defaults in its servicing obligation with respect to the relevant Risk Participation Assets and except for Risk Participation Assets converted to Wachovia in accordance with the terms hereof. (d) Nothing herein constitutes UBOC as agent, fiduciary or trustee for the Wachovia. (e) Nothing herein shall place UBOC under an obligation to exercise any rights of set-off it may have against any Obligor or Security Party; provided that if UBOC does elect or agree to set-off any such amounts, UBOC shall make Wachovia whole for any amounts to which Wachovia would be entitled hereunder with respect to the amount of such set-off reasonably attributable to the applicable Risk Participation Asset. (f) UBOC's obligations under the Participations shall be subject to its obligations under the documents evidencing the Transactions. (g) This Agreement and the agreements and understandings between the Parties in relation to a Participation shall not constitute a partnership, joint venture or any other form of association between UBOC and Wachovia.

Status of Participation. (a) Except as set forth in this AgreementUnder the Participation, UBOC the Receivables Purchaser does not transfer or assign any rights or obligations under the documents evidencing the Transactions to the extent related Finance Documents to any Risk Participation Assets Participant and Wachovia no Participant will have no any proprietary interest in the benefit of the documents evidencing the Transactions Finance Documents or in any monies received by UBOC the Receivables Purchaser under or in relation to the documents evidencing Facility or the Transactions, in each case to the extent related to any Risk Participation AssetsTransaction Security Documents. (b) The relationship between the Receivables Purchaser and each Participant is that of debtor and creditor with the right of the Wachovia Participant to receive monies from UBOC with respect to any Risk Participation Asset is the Receivables Purchaser restricted to the extent of an amount equal to the relevant portion of any monies received and applied in accordance herewith by UBOC the Receivables Purchaser from any Obligor or Security PartyObligor. (c) Wachovia No Participant shall not be subrogated to or substituted in respect of UBOC's the Receivables Purchaser’s claims by virtue of any payment under a Participation and Wachovia no Participant shall have no any direct contractual relationship with or rights against any Obligor or Security Party pursuant to member of the terms hereof except in any case in which UBOC defaults in its servicing obligation with respect to the relevant Risk Participation Assets and except for Risk Participation Assets converted to Wachovia in accordance with the terms hereofGroup. (d) Nothing herein in any Finance Document (or any document related to or connected with any Finance Document) constitutes UBOC the Receivables Purchaser as agent, fiduciary or trustee for the Wachoviaa Participant. (e) Nothing herein Subject to clause 29.8 (Standard of care): (i) nothing in any Finance Document (or any document related to or connected with any Finance Document) shall place UBOC the Receivables Purchaser under an obligation to enquire as to the occurrence or otherwise of a Default or an Event of Default; (ii) the Receivables Purchaser may assume (unless it has received notice to the contrary) that no Default or Event of Default has occurred unless it has actual knowledge of a Default or Event of Default; and (iii) nothing in any Finance Document (or any document related to or connected with any Finance Document) shall place the Receivables Purchaser under an obligation to exercise any rights of off set-off it may have against any Obligor or Security Party; provided that if UBOC does elect or agree to set-off any such amounts, UBOC shall make Wachovia whole for any amounts to which Wachovia would be entitled hereunder with respect to member of the amount of such set-off reasonably attributable to the applicable Risk Participation AssetGroup. (f) UBOC's The Receivables Purchaser’s, obligations to a Participant under the Participations this Deed shall be subject to its obligations to the Group under the documents evidencing the TransactionsFinance Documents. (g) This Agreement and No Participant shall be entitled to deal directly with, make payment to or receive payments from any member of the agreements and understandings between the Parties in relation to a Participation shall not constitute a partnership, joint venture Group or any Network Provider in connection with the Participation. (h) No Participant has any interest, proprietary, contractual or otherwise, in any property for the time being constituting the security for the obligations of any Security Obligor under the Finance Documents (or any part of them) or in any other form property now or in the future in the possession or control of association between UBOC and Wachoviathe Receivables Purchaser which may be or become security for the obligations of any Security Obligor under the Finance Documents (whether by reason of the general description contained in any document held by the Receivables Purchaser or otherwise) and, subject to clause 29.8 (Standard of care), the Receivables Purchaser shall be under no obligation to make any claim on, or assert any lien against, any such property.