Common use of Authentication and Delivery; Form Clause in Contracts

Authentication and Delivery; Form. (a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Agreement or the related Titling Company Specification Notice. Each Certificate will be executed by manual or facsimile signature by an Authorized Officer of the Titling Company Registrar. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Titling Company Registrar at the time when such signatures were affixed will be valid and binding representations of interests in the Company notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of authentication and delivery of such Certificate or thereafter. (b) Certificates may be typewritten or produced by any other method, all as determined by the Titling Company Registrar, as evidenced by the Titling Company Registrar’s execution of such Certificates. (c) In the case of Certificates issued in connection with the issuance of Securities, Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Company Administrator, the Titling Company Registrar and the Company that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Company to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of such Certificates will not have a material adverse effect on the U.S. federal income tax characterization of the Securities, if any, issued in connection with any previously issued Certificates. (d) Notwithstanding any other part of this Agreement, no Person may acquire any Certificate or be admitted as a Holder unless: (i) such Person is not acquiring its interest in the Company through an “established securities market” within the meaning of section 7704(b) of the Code; (ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Section 301.7704-1(h) of the Treasury Regulations; and (iii) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Company (as confirmed by an Opinion of Counsel).

Authentication and Delivery; Form. (a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Titling Trust Agreement or the related Titling Company Specification Notice. Each Certificate will be executed by manual or facsimile signature by an Authorized Officer of the Titling Company RegistrarTrustee. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Titling Company Registrar Trustee at the time when such signatures were affixed will be a valid and binding representations representation of interests in the Company Titling Trust notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of authentication and delivery of such Certificate or thereafter. (b) Certificates may be typewritten or produced by any other method, all as determined by the Titling Company RegistrarTrustee, as evidenced by the Titling Company RegistrarTrustee’s execution of such Certificates. (c) In the case of Certificates issued in connection with the issuance of SecuritiesTrust-Related Obligations, Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Company Trust Administrator, the Titling Company Registrar Trustee and the Company Titling Trust that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Company Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of such Certificates will not have a material adverse effect on the U.S. federal income tax characterization of the SecuritiesTrust-Related Obligations, if any, issued in connection with any previously issued Certificates. (d) Notwithstanding any other part of this Titling Trust Agreement, no Person may acquire any Certificate or be admitted as a Holder unless: (i) such Person is not acquiring its interest in the Company Titling Trust through an “established securities market” within the meaning of section 7704(b) of the Code; (ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Titling Trust as determined by Section 301.77041.7704-1(h) of the Treasury Regulations; and (iii) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company Titling Trust or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Company Titling Trust (as confirmed by an Opinion of Counsel).

Authentication and Delivery; Form. (a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Titling Trust Agreement or the related Titling Company Specification Notice. Each Certificate will be executed by manual or facsimile signature by an Authorized Officer of the Titling Company RegistrarTrustee. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Titling Company Registrar Trustee at the time when such signatures were affixed will be a valid and binding representations representation of interests in the Company Titling Trust notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of authentication and delivery of such Certificate or thereafter. (b) Certificates may be typewritten or produced by any other method, all as determined by the Titling Company RegistrarTrustee, as evidenced by the Titling Company RegistrarTrustee’s execution of such Certificates. (c) In the case of Certificates issued in connection with the issuance of SecuritiesTrust-Related Obligations, Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Company Trust Administrator, the Titling Company Registrar Trustee and the Company Titling Trust that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Company Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of such Certificates will not have a material adverse effect on the U.S. federal income tax characterization of the SecuritiesTrust-Related Obligations, if any, issued in connection with any previously issued Certificates. (d) Notwithstanding any other part of this Titling Trust Agreement, no Person may acquire any Certificate or be admitted as a Holder unless: (i) such Person is not acquiring its interest in the Company Titling Trust through an “established securities market” within the meaning of section 7704(b) of the Code; (ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Titling Trust as determined by Section 301.77041.7704-1(h) of the Treasury Regulations; and (iii) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company Titling Trust or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Company (as confirmed by an Opinion of Counsel).such

Authentication and Delivery; Form. (a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Agreement or the related Titling Company Trust Specification Notice. Each Certificate will be executed by manual or facsimile signature by an Authorized Officer of the Titling Company RegistrarTrustee. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Titling Company Registrar Trustee at the time when such signatures were affixed will be a valid and binding representations representation of interests in the Company Titling Trust notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of authentication and delivery of such Certificate or thereafter. (b) Certificates may be typewritten or produced by any other method, all as determined by the Titling Company RegistrarTrustee, as evidenced by the Titling Company RegistrarTrustee’s execution of such Certificates. (c) In the case of Certificates issued in connection with the issuance of Securities, Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Company Trust Administrator, the Titling Company Registrar Trustee and the Company Titling Trust that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Company Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of such Certificates will not have a material adverse effect on the U.S. federal income tax characterization of the Securities, if any, issued in connection with any previously issued Certificates. (d) Notwithstanding any other part of this Agreement, no Person may acquire any Certificate or be admitted as a Holder unless: (i) such Person is not acquiring its interest in the Company Titling Trust through an “established securities market” within the meaning of section 7704(b) of the Code; (ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Titling Trust as determined by Section 301.77041.7704-1(h) of the Treasury Regulations; and (iii) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company Titling Trust or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Company Titling Trust (as confirmed by an Opinion of Counsel).

Authentication and Delivery; Form. (a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Titling Trust Agreement or the related Titling Company Specification Notice. Each Certificate will be executed by manual or facsimile signature by an Authorized Officer of the Titling Company RegistrarTrustee. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Titling Company Registrar Trustee at the time when such signatures were affixed will be a valid and binding representations representation of interests in the Company Titling Trust notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of authentication and delivery of such Certificate or thereafter. (b) Certificates may be typewritten or produced by any other method, all as determined by the Titling Company RegistrarTrustee, as evidenced by the Titling Company RegistrarTrustee’s execution of such Certificates. (c) In the case of Certificates issued in connection with the issuance of SecuritiesTrust-Related Obligations, Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Company Trust Administrator, the Titling Company Registrar Trustee and the Company Titling Trust that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Company Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of 34 Titling Trust Agreement such Certificates will not have a material adverse effect on the U.S. federal income tax characterization of the SecuritiesTrust-Related Obligations, if any, issued in connection with any previously issued Certificates. (d) Notwithstanding any other part of this Titling Trust Agreement, no Person may acquire any Certificate or be admitted as a Holder unless: (i) such Person is not acquiring its interest in the Company Titling Trust through an “established securities market” within the meaning of section 7704(b) of the Code; (ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Company for purposes of Titling Trust as determined by Section 301.77041.7704-1(h) of the Treasury Regulations; and (iii) such Person either (A) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for U.S. federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (any such entity, a “Pass-Through Entity”) or (B) is a Pass-Through Entity, but (x) after giving effect to such transaction less than 50 percent of the value of each beneficial ownership interest in such Pass-Through Entity is attributable to such entity’s interest in the Company Titling Trust or (y) adequate provisions are in place that restrict any transfer of beneficial interests in such Pass-Through Entity or the actions of such Pass-Through Entity in such a manner to prevent any increase in the number of beneficial owners of the Pass-Through Entity for purposes of Section 1.7704-1(h) of the Treasury Regulations without the consent of the Company Titling Trust (as confirmed by an Opinion of Counsel).