Common use of CREATION AND TERMINATION OF TRUST INTERESTS Clause in Contracts

CREATION AND TERMINATION OF TRUST INTERESTS. 16.01 INITIAL CREATION OF 1998-C SUBI SUB-TRUST AND 1998-C SUBI. (a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling Trust Assets not already denominated as SUBI Assets with respect to a different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or cause to be identified and allocated on the books and records of the Titling Trust a separate portfolio of SUBI Assets (the "1998-C SUBI Assets") consisting of (i) the Contracts and related Leased Vehicles listed on Schedule I hereto and other related Titling Trust Assets to be accounted for and held in trust independently from all other Titling Trust Assets within the Titling Trust, including all Titling Trust Assets already identified and allocated to any other SUBI Sub-Trust and from those remaining as assets of the UTI Sub-Trust and (ii) the Subsequent Contracts, Subsequent Leased Vehicles and related Titling Trust Assets to be allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing Supplement. The assets of the 1998-C SUBI Sub-Trust established hereby shall consist of: (i) those Contracts identified by contract number on Schedule I hereto that are Eligible Contracts as of the Cutoff Date, including the related rights of the Titling Trust as lessor under such Contracts, having an Aggregate Net Investment Value as of the Cutoff Date of $749,988,732.51 and those Contracts allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing Supplement; (ii) the related Leased Vehicles and all proceeds thereof, including each Certificate of Title and the Booked Residual Value of each Leased Vehicle, whether realized through the exercise by Obligors of purchase options under the Contracts, the proceeds of sale of the related Leased Vehicles to Dealers or third parties or through payments received from any other Person (directly or indirectly) including as proceeds of any related Insurance Policy (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies relating thereto); (iii) all of the Titling Trust's right, title, interest and obligations (except such obligations that are specifically retained by the Titling Trust pursuant to the terms of the Titling Trust Agreement) with respect to such Contracts or Leased Vehicles, including the right to enforce all Dealer repurchase obligations arising under Dealer Agreements and to proceeds arising therefrom; (iv) any other rights under or other proceeds of any Insurance Policy relating to such Contracts, Leased Vehicles or payments of the related Obligors with respect thereto (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies); (v) any portion of any Security Deposit actually and properly applied by the Servicer against amounts due under the related Contract, to the extent not applied to making repairs to the related Leased Vehicle or paid to the Obligor, a third Person or Governmental Authority in accordance with the Servicer's normal servicing practices; (vi) the 1998-C SUBI Collection Account, including all cash and Permitted Investments therein and all income from the investment of funds therein and (vii) all proceeds of any of the foregoing arising on or after the Cutoff Date. Based upon their identification and allocation by the Servicer pursuant to the 1998-C Servicing Supplement, the Titling Trustee hereby identifies and allocates as 1998-C SUBI Assets the portfolio of Contracts and Leased Vehicles more particularly described on Schedule I hereto, and the related Titling Trust Assets described above, each such 1998-C SUBI Asset to be identified on the books and accounts of the Titling Trust as belonging to the 1998-C SUBI Portfolio. (b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the Titling Trustee hereby creates the 1998-C SUBI Sub-Trust and the 1998-C SUBI. The 1998-C SUBI shall represent a specific undivided beneficial interest solely in the 1998-C SUBI Sub-Trust and the 1998-C SUBI Assets. (c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI Beneficiary hereby certifies to the Titling Trustee that as of the date of execution and delivery hereof: that (i) either there is no pledgee of the UTI or each such pledgee of a UTI Pledge has received prior notice of the creation of the 1998-C SUBI Sub-Trust and of the terms and provisions of this 1998-C SUBI Supplement and of the related Securitized Financing and (ii) as of the date hereof, and after giving effect to the creation of the 1998-C SUBI Sub-Trust pursuant to Section 16.01(b), the issuance of the 1998-C SUBI Certificate and 1998-C SUBI Insurance Certificate pursuant to Section 16.03(a), the transfer to, or to the order of, the UTI Beneficiary of the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate pursuant to Section 16.03(b) and the Account Control Agreement specified in recital E herein, and the application by the UTI Beneficiary of any net proceeds from any Securitized Financing involving the 1998-C SUBI, the 1998-C SUBI Certificate and/or the 1998-C SUBI Insurance Certificate, there is and will be no default by the UTI Beneficiary in its capacity as UTI Beneficiary with respect to any Securitized Financing or other agreement or obligation secured by a UTI Pledge. (d) The parties hereto intend that, at any time during which the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate are held or beneficially owned by a single Person, or by two or more Persons that are treated as a single Person for federal income tax purposes, the 1998-C SUBI Sub-Trust shall not constitute a separate entity for federal income tax purposes or for state income or franchise tax purposes. However, at any time that the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate are held or beneficially owned by two or more Persons that are not treated as a single Person for federal income tax purposes, the parties hereto intend that the 1998-C SUBI Sub-Trust be characterized as a separate entity for federal and state income tax purposes that shall qualify as a partnership for such purposes. The 1998-C SUBI Sub-Trust shall not elect to be treated as an association under Section 301.7701- 3(a) of the regulations of the United States Department of the Treasury for federal income tax purposes. (e) Each Beneficiary of the 1998-C SUBI Certificate and/or the 1998-C SUBI Insurance Certificate shall at all times maintain a minimum net worth (excluding the value of the 1998-C SUBI Certificate and the 1998-C Insurance Certificate held thereby and the value of any assets of the 1998-C Securitization Trust established pursuant to the 1998-C Securitization Trust Agreement) equal to at least $100,000; provided that such minimum net worth requirement shall not apply to the 1998-C Securitization Trust or the 1998-C Securitization Trustee.

CREATION AND TERMINATION OF TRUST INTERESTS. 16.01 INITIAL CREATION OF 19982.01. Initial Creation of 20[__]-[__] SUBI Sub-C SUBI SUB-TRUST AND 1998-C Trust and 20[__]-[__] SUBI. (a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling Trust Assets not already denominated as SUBI Assets with respect to a different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or cause to be identified and allocated on the books and records of the Titling Trust a separate portfolio of SUBI Assets (constituting the "1998-C 20[__]-[__] SUBI Assets") consisting , which will consist of (i) the Contracts and related Leased Vehicles listed on Schedule I hereto and other related Titling Trust Assets to be accounted for and held in trust independently from all other Titling Trust Assets within the Titling Trust, including all Titling Trust Assets already identified and allocated to any other SUBI Sub-Trust and from those remaining as assets of the UTI Sub-Trust and (ii) the Subsequent Contracts, Subsequent Leased Vehicles and related Titling Trust Assets to be allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing SupplementTrust. The assets of the 1998-C 20[__]-[__] SUBI Sub-Trust established hereby shall consist of: (i) those Contracts identified by contract number Contract Number on Schedule I hereto that are Eligible Contracts as of the Cutoff Date, including the related rights of the Titling Trust as lessor under such Contracts, having an Aggregate Net Investment Securitization Value as of the Cutoff Date of $749,988,732.51 and those Contracts allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing Supplement[__________]; (ii) the related Leased Vehicles and all proceeds thereof, including each Certificate of Title and the Booked Residual Value of each Leased Vehicle, whether realized through the exercise by Obligors of purchase options under the Contracts, the proceeds of sale of the related Leased Vehicles to Dealers or third parties or through payments received from any other Person (directly or indirectly) including as proceeds of any related Insurance Policy Policies (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies relating theretopractices); (iii) all of the Titling Trust's ’s right, title, interest and obligations (except such obligations that are specifically retained by the Titling Trust pursuant to the terms of the Titling Trust Agreement) with respect to such Contracts or Leased Vehicles, including the right to enforce all Dealer repurchase obligations arising under Dealer Agreements and to proceeds arising therefrom; (iv) any other rights under or other proceeds of any Insurance Policy Policies relating to such Contracts, Leased Vehicles or payments of the related Obligors with respect thereto (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance PoliciesCustomary Servicing Practices); (v) any portion of any Security Deposit actually and properly applied by the Servicer against amounts due under the related Contract, to the extent not applied to making repairs to the related Leased Vehicle or paid to the Obligor, a third Person or Governmental Authority in accordance with the Servicer's normal servicing practices’s Customary Servicing Practices; (vi) the 1998-C 20[__]-[__] SUBI Collection Account, including all cash and Permitted Eligible Investments therein and all income from the investment of funds therein and (vii) all proceeds of any of the foregoing arising on or after the Cutoff Date. Based upon their identification and allocation by the Servicer pursuant to the 1998-C 20[__]-[__] Servicing Supplement, the Titling Trustee hereby identifies and allocates as 1998-C 20[__]-[__] SUBI Assets the portfolio of Contracts and Leased Vehicles more particularly described on Schedule I hereto, and the related Titling Trust Assets described above, each such 1998-C 20[__]-[__] SUBI Asset to be identified on the books and accounts of the Titling Trust as belonging to the 1998-C 20[__]-[__] SUBI Portfolio. (b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the Titling Trustee hereby creates the 1998-C 20[__]-[__] SUBI Sub-Trust and the 1998-C 20[__]-[__] SUBI. The 1998-C 20[__]-[__] SUBI shall represent a specific undivided beneficial interest solely in the 1998-C 20[__]-[__] SUBI Sub-Trust and the 1998-C 20[__]-[__] SUBI Assets. (c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI Beneficiary hereby certifies to the Titling Trustee that as of the date of execution and delivery hereof: that (i) either there is no pledgee of the UTI or each such pledgee of a UTI Pledge has received prior notice of the creation of the 1998-C 20[__]-[__] SUBI Sub-Trust and of the terms and provisions of this 1998-C 20[__]-[__] SUBI Supplement and of the related Securitized Financing and (ii) as of the date hereof, and after giving effect to the creation of the 1998-C 20[__]-[__] SUBI Sub-Trust pursuant to Section 16.01(b2.01(b), the issuance of the 1998-C 20[__]-[__] SUBI Certificate and 1998-C SUBI Insurance Certificate pursuant to Section 16.03(a2.03(a), the transfer to, or to the order of, the UTI Beneficiary of the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C SUBI Insurance Certificate pursuant to Section 16.03(b2.03(b) and the Account Control Agreement specified in recital E hereinAgreement, and the application by the UTI Beneficiary of any net proceeds from any Securitized Financing involving the 1998-C SUBI, 20[__]-[__] SUBI and the 1998-C 20[__]-[__] SUBI Certificate and/or the 1998-C SUBI Insurance Certificate, there is and will be no default by the UTI Beneficiary in its capacity as UTI Beneficiary with respect to any Securitized Financing or other agreement or obligation secured by a UTI Pledge. (d) The parties hereto intend that, at any time during which the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C SUBI Insurance Certificate are is held or beneficially owned by a single Person, or by two or more Persons that are treated as a single Person for federal income tax purposes, the 1998-C 20[__]-[__] SUBI Sub-Trust shall not constitute a separate entity for federal income tax purposes or for state income or franchise tax purposes. However, at any time that the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C SUBI Insurance Certificate are is held or beneficially owned by two or more Persons that are not treated as a single Person for federal income tax purposes, the parties hereto intend that the 1998-C 20[__]-[__] SUBI Sub-Trust be characterized as a separate entity for federal and state income tax purposes that shall qualify as a partnership for such purposes. The 1998-C 20[__]-[__] SUBI Sub-Trust shall not elect to be treated as an association under Section 301.7701- 301.7701-3(a) of the regulations of the United States Department of the Treasury for federal income tax purposes. (e) Each Beneficiary of the 1998-C 20[__]-[__] SUBI Certificate and/or the 1998-C SUBI Insurance Certificate shall at all times maintain a minimum net worth (excluding the value of the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C Insurance Certificate held thereby and the value of any assets of the 1998-C 20[__]-[__] Securitization Trust established pursuant to the 1998-C Securitization Trust AgreementTrust) equal to at least $[100,000]; provided that such minimum net worth requirement shall not apply to the 1998-C 20[__]-[__] Securitization Trust or the 1998-C 20[__]-[__] Securitization Trustee. (f) Each holder of the 20[__]-[__] SUBI Certificate, by acceptance of such certificate, agrees to comply with all covenants and restrictions applicable to a 20[__]-[__] SUBI Beneficiary and the interest in the 20[__]-[__] SUBI, whether set forth in the Titling Trust Agreement, this 20[__]-[__] SUBI Supplement, the 20[__]-[__] SUBI Certificate or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

CREATION AND TERMINATION OF TRUST INTERESTS. 16.01 INITIAL CREATION OF Initial Creation of 1998-C SUBI SUBSub-TRUST AND Trust and 1998-C SUBI. (a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling Trust Assets not already denominated as SUBI Assets with respect to a different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or cause to be identified and allocated on the books and records of the Titling Trust a separate portfolio of SUBI Assets (the "1998-C SUBI Assets") consisting of (i) the Contracts and related Leased Vehicles listed on Schedule I hereto and other related Titling Trust Assets to be accounted for and held in trust independently from all other Titling Trust Assets within the Titling Trust, including all Titling Trust Assets already identified and allocated to any other SUBI Sub-Trust and from those remaining as assets of the UTI Sub-Trust and (ii) the Subsequent Contracts, Subsequent Leased Vehicles and related Titling Trust Assets to be allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing Supplement. The assets of the 1998-C SUBI Sub-Trust established hereby shall consist of: (i) those Contracts identified by contract number on Schedule I hereto that are Eligible Contracts as of the Cutoff Date, including the related rights of the Titling Trust as lessor under such Contracts, having an Aggregate Net Investment Value as of the Cutoff Date of $749,988,732.51 [_____________] and those Contracts allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing Supplement; (ii) the related Leased Vehicles and all proceeds thereof, including each Certificate of Title and the Booked Residual Value of each Leased Vehicle, whether realized through the exercise by Obligors of purchase options under the Contracts, the proceeds of sale of the related Leased Vehicles to Dealers or third parties or through payments received from any other Person (directly or indirectly) including as proceeds of any related Insurance Policy (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies relating thereto)) or as a subsidy or other funding of any modification of the related Residual Value; (iii) all of the Titling Trust's right, title, interest and obligations (except such obligations that are specifically retained by the Titling Trust pursuant to the terms of the Titling Trust Agreement) with respect to such Contracts or Leased Vehicles, including the right to enforce all Dealer repurchase obligations arising under Dealer Agreements and to proceeds arising therefrom; (iv) any other rights under or other proceeds of any Insurance Policy relating to such Contracts, Leased Vehicles or payments of the related Obligors with respect thereto (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, Policies net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies); (v) any portion of any Security Deposit actually and properly applied by the Servicer against amounts due under the related Contract, to the extent not applied to making repairs to the related Leased Vehicle or paid to the Obligor, a third Person or Governmental Authority in accordance with the Servicer's normal servicing practices; (vi) the 1998-C SUBI Collection Account, including all cash and Permitted Investments therein and all income from the investment of funds therein and (vii) all proceeds of any of the foregoing arising on or after the Cutoff Date. Based upon their identification and allocation by the Servicer pursuant to the 1998-C Servicing Supplement, the Titling Trustee hereby identifies and allocates as 1998-C SUBI Assets the portfolio of Contracts and Leased Vehicles more particularly described on Schedule I hereto, and the related Titling Trust Assets described above, each such 1998-C SUBI Asset to be identified on the books and accounts of the Titling Trust as belonging to the 1998-C SUBI Portfolio. (b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the Titling Trustee hereby creates the 1998-C SUBI Sub-Trust and the 1998-C SUBI. The 1998-C SUBI shall represent a specific undivided beneficial interest solely in the 1998-C SUBI Sub-Trust and the 1998-C SUBI Assets. (c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI Beneficiary hereby certifies to the Titling Trustee that as of the date of execution and delivery hereof: that (i) either there is no pledgee of the UTI or each such pledgee of a UTI Pledge has received prior notice of the creation of the 1998-C SUBI Sub-Trust and of the terms and provisions of this 1998-C SUBI Supplement and of the related Securitized Financing and (ii) as of the date hereof, and after giving effect to the creation of the 1998-C SUBI Sub-Trust pursuant to Section 16.01(b), the issuance of the 1998-C SUBI Certificate and 1998-C SUBI Insurance Certificate pursuant to Section 16.03(a), the transfer to, or to the order of, the UTI Beneficiary of the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate pursuant to Section 16.03(b) and the Account Control Agreement specified in recital E herein, and the application by the UTI Beneficiary of any net proceeds from any Securitized Financing involving the 1998-C SUBI, the 1998-C SUBI Certificate and/or the 1998-C SUBI Insurance Certificate, there is and will be no default by the UTI Beneficiary in its capacity as UTI Beneficiary with respect to any Securitized Financing or other agreement or obligation secured by a UTI Pledge. (d) The parties hereto intend that, at any time during which the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate are held or beneficially owned by a single Person, or by two or more Persons that are treated as a single Person for federal income tax purposes, the 1998-C SUBI Sub-Trust shall not constitute a separate entity for federal income tax purposes or for state income or franchise tax purposes. However, at any time that the 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate are held or beneficially owned by two or more Persons that are not treated as a single Person for federal income tax purposes, the parties hereto intend that the 1998-C SUBI Sub-Trust be characterized as a separate entity for federal and state income tax purposes that shall qualify as a partnership for such purposes. The 1998-C SUBI Sub-Trust shall not elect to be treated as an association under Section 301.7701- 3(a301.7701- (a) of the regulations of the United States Department of the Treasury for federal income tax purposes. (e) Each Beneficiary of the 1998-C SUBI Certificate and/or the 1998-C SUBI Insurance Certificate shall at all times maintain a minimum net worth (excluding the value of the 1998-C SUBI Certificate and the 1998-C Insurance Certificate held thereby and the value of any assets of the 1998-C Securitization Trust established pursuant to the 1998-C Securitization Trust Agreement) equal to at least $100,000; provided that such minimum net worth requirement shall not apply to the 1998-C Securitization Trust or the 1998-C Securitization Trustee.

CREATION AND TERMINATION OF TRUST INTERESTS. 16.01 INITIAL CREATION OF Initial Creation of 1998-C B SUBI SUBSub-TRUST AND Trust and 1998-C B SUBI. (a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling Trust Assets not already denominated as SUBI Assets with respect to a different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or cause to be identified and allocated on the books and records of the Titling Trust a separate portfolio of SUBI Assets (the "1998-C B SUBI Assets") consisting of (i) the Contracts and related Leased Vehicles listed on Schedule I hereto and other related Titling Trust Assets to be accounted for and held in trust independently from all other Titling Trust Assets within the Titling Trust, including all Titling Trust Assets already identified and allocated to any other SUBI Sub-Trust and from those remaining as assets of the UTI Sub-Trust and (ii) the Subsequent Contracts, Subsequent Leased Vehicles and related Titling Trust Assets to be allocated to the 1998-C B SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C B Servicing Supplement. The assets of the 1998-C B SUBI Sub-Trust established hereby shall consist of: (i) those Contracts identified by contract number on Schedule I hereto that are Eligible Contracts as of the Cutoff Date, including the related rights of the Titling Trust as lessor under such Contracts, having an Aggregate Net Investment Value as of the Cutoff Date of $749,988,732.51 [_____________] and those Contracts allocated to the 1998-C B SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C B Servicing Supplement; (ii) the related Leased Vehicles and all proceeds thereof, including each Certificate of Title and the Booked Residual Value of each Leased Vehicle, whether realized through the exercise by Obligors of purchase options under the Contracts, the proceeds of sale of the related Leased Vehicles to Dealers or third parties or through payments received from any other Person (directly or indirectly) including as proceeds of any related Insurance Policy (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies relating thereto)) or as a subsidy or other funding of any modification of the related Residual Value; (iii) all of the Titling Trust's right, title, interest and obligations (except such obligations that are specifically retained by the Titling Trust pursuant to the terms of the Titling Trust Agreement) with respect to such Contracts or Leased Vehicles, including the right to enforce all Dealer repurchase obligations arising under Dealer Agreements and to proceeds arising therefrom; (iv) any other rights under or other proceeds of any Insurance Policy relating to such Contracts, Leased Vehicles or payments of the related Obligors with respect thereto (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, Policies net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies); (v) any portion of any Security Deposit actually and properly applied by the Servicer against amounts due under the related Contract, to the extent not applied to making repairs to the related Leased Vehicle or paid to the Obligor, a third Person or Governmental Authority in accordance with the Servicer's normal servicing practices; (vi) the 1998-C B SUBI Collection Account, including all cash and Permitted Investments therein and all income from the investment of funds therein and (vii) all proceeds of any of the foregoing arising on or after the Cutoff Date. Based upon their identification and allocation by the Servicer pursuant to the 1998-C B Servicing Supplement, the Titling Trustee hereby identifies and allocates as 1998-C B SUBI Assets the portfolio of Contracts and Leased Vehicles more particularly described on Schedule I hereto, and the related Titling Trust Assets described above, each such 1998-C B SUBI Asset to be identified on the books and accounts of the Titling Trust as belonging to the 1998-C B SUBI Portfolio. (b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the Titling Trustee hereby creates the 1998-C B SUBI Sub-Trust and the 1998-C B SUBI. The 1998-C B SUBI shall represent a specific undivided beneficial interest solely in the 1998-C B SUBI Sub-Trust and the 1998-C B SUBI Assets. (c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI Beneficiary hereby certifies to the Titling Trustee that as of the date of execution and delivery hereof: that (i) either there is no pledgee of the UTI or each such pledgee of a UTI Pledge has received prior notice of the creation of the 1998-C B SUBI Sub-Trust and of the terms and provisions of this 1998-C B SUBI Supplement and of the related Securitized Financing and (ii) as of the date hereof, and after giving effect to the creation of the 1998-C B SUBI Sub-Trust pursuant to Section 16.01(b), the issuance of the 1998-C B SUBI Certificate and 1998-C B SUBI Insurance Certificate pursuant to Section 16.03(a), the transfer to, or to the order of, the UTI Beneficiary of the 1998-C B SUBI Certificate and the 1998-C B SUBI Insurance Certificate pursuant to Section 16.03(b) and the Account Control Agreement specified in recital E herein, and the application by the UTI Beneficiary of any net proceeds from any Securitized Financing involving the 1998-C B SUBI, the 1998-C B SUBI Certificate and/or the 1998-C B SUBI Insurance Certificate, there is and will be no default by the UTI Beneficiary in its capacity as UTI Beneficiary with respect to any Securitized Financing or other agreement or obligation secured by a UTI Pledge. (d) The parties hereto intend that, at any time during which the 1998-C B SUBI Certificate and the 1998-C B SUBI Insurance Certificate are held or beneficially owned by a single Person, or by two or more Persons that are treated as a single Person for federal income tax purposes, the 1998-C B SUBI Sub-Trust shall not constitute a separate entity for federal income tax purposes or for state income or franchise tax purposes. However, at any time that the 1998-C B SUBI Certificate and the 1998-C B SUBI Insurance Certificate are held or beneficially owned by two or more Persons that are not treated as a single Person for federal income tax purposes, the parties hereto intend that the 1998-C B SUBI Sub-Trust be characterized as a separate entity for federal and state income tax purposes that shall qualify as a partnership for such purposes. The 1998-C B SUBI Sub-Trust shall not elect to be treated as an association under Section 301.7701- 3(a301.7701- (a) of the regulations of the United States Department of the Treasury for federal income tax purposes. (e) Each Beneficiary of the 1998-C B SUBI Certificate and/or the 1998-C B SUBI Insurance Certificate shall at all times maintain a minimum net worth (excluding the value of the 1998-C B SUBI Certificate and the 1998-C B Insurance Certificate held thereby and the value of any assets of the 1998-C B Securitization Trust established pursuant to the 1998-C B Securitization Trust Agreement) equal to at least $100,000; provided that such minimum net worth requirement shall not apply to the 1998-C B Securitization Trust or the 1998-C B Securitization Trustee.

CREATION AND TERMINATION OF TRUST INTERESTS. 16.01 INITIAL CREATION OF 19982.01. Initial Creation of 20[__]-[__] SUBI Sub-C SUBI SUB-TRUST AND 1998-C Trust and 20[__]-[__] SUBI. (a) Pursuant to Section 3.01(c) of the Titling Trust Agreement, Titling Trust Assets not already denominated as SUBI Assets with respect to a different SUBI Sub-Trust may be identified and allocated as SUBI Assets of a separate SUBI Sub-Trust at the direction of the UTI Beneficiary. The UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or cause to be identified and allocated on the books and records of the Titling Trust a separate portfolio of SUBI Assets (constituting the "1998-C 20[__]-[__] SUBI Assets") consisting , which will consist of (i) the Contracts and related Leased Vehicles listed on Schedule I hereto and other related Titling Trust Assets to be accounted for and held in trust independently from all other Titling Trust Assets within the Titling Trust, including all Titling Trust Assets already identified and allocated to any other SUBI Sub-Trust and from those remaining as assets of the UTI Sub-Trust and (ii) the Subsequent Contracts, Subsequent Leased Vehicles and related Titling Trust Assets to be allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing SupplementTrust. The assets of the 1998-C 20[__]-[__] SUBI Sub-Trust established hereby shall consist of: (i) those Contracts identified by contract number on Schedule I hereto that are Eligible Contracts as of the Cutoff Date, including the related rights of the Titling Trust as lessor under such Contracts, having an Aggregate Net Investment Securitization Value as of the Cutoff Date of $749,988,732.51 and those Contracts allocated to the 1998-C SUBI Sub-Trust pursuant to Section 3.02(a) of the 1998-C Servicing Supplement[__________]; (ii) the related Leased Vehicles and all proceeds thereof, including each Certificate of Title and the Booked Contract Residual Value of each Leased Vehicle, whether realized through the exercise by Obligors of purchase options under the Contracts, the proceeds of sale of the related Leased Vehicles to Dealers or third parties or through payments received from any other Person (directly or indirectly) including as proceeds of any related Insurance Policy Policies (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policies relating theretopractices); (iii) all of the Titling Trust's ’s right, title, interest and obligations (except such obligations that are specifically retained by the Titling Trust pursuant to the terms of the Titling Trust Agreement) with respect to such Contracts or Leased Vehicles, including the right to enforce all Dealer repurchase obligations arising under Dealer Agreements and to proceeds arising therefrom; (iv) any other rights under or other proceeds of any Insurance Policy Policies relating to such Contracts, Leased Vehicles or payments of the related Obligors with respect thereto (to the extent not applied to making repairs to the related Leased Vehicle or otherwise paid to the Obligor, a third Person or Governmental Authority by the Servicer as required by law or pursuant to its normal servicing practices and, with respect to the Residual Value Insurance Policies, net of any loss adjustment expenses that may be offset against such proceeds pursuant to the terms of such Residual Value Insurance Policiespractices); (v) any portion of any Security Deposit actually and properly applied by the Servicer against amounts due under the related Contract, to the extent not applied to making repairs to the related Leased Vehicle or paid to the Obligor, a third Person or Governmental Authority in accordance with the Servicer's ’s normal servicing practices; (vi) the 1998-C 20[__]-[__] SUBI Collection Account, including all cash and Permitted Eligible Investments therein and all income from the investment of funds therein and (vii) all proceeds of any of the foregoing arising on or after the Cutoff Date. Based upon their identification and allocation by the Servicer pursuant to the 1998-C 20[__]-[__] Servicing Supplement, the Titling Trustee hereby identifies and allocates as 1998-C 20[__]-[__] SUBI Assets the portfolio of Contracts and Leased Vehicles more particularly described on Schedule I hereto, and the related Titling Trust Assets described above, each such 1998-C 20[__]-[__] SUBI Asset to be identified on the books and accounts of the Titling Trust as belonging to the 1998-C 20[__]-[__] SUBI Portfolio. (b) Pursuant to Section 3.01(c) of the Titling Trust Agreement, the Titling Trustee hereby creates the 1998-C 20[__]-[__] SUBI Sub-Trust and the 1998-C 20[__]-[__] SUBI. The 1998-C 20[__]-[__] SUBI shall represent a specific undivided beneficial interest solely in the 1998-C 20[__]-[__] SUBI Sub-Trust and the 1998-C 20[__]-[__] SUBI Assets. (c) As required by Section 3.01(d) of the Titling Trust Agreement, the UTI Beneficiary hereby certifies to the Titling Trustee that as of the date of execution and delivery hereof: that (i) either there is no pledgee of the UTI or each such pledgee of a UTI Pledge has received prior notice of the creation of the 1998-C 20[__]-[__] SUBI Sub-Trust and of the terms and provisions of this 1998-C 20[__]-[__] SUBI Supplement and of the related Securitized Financing and (ii) as of the date hereof, and after giving effect to the creation of the 1998-C 20[__]-[__] SUBI Sub-Trust pursuant to Section 16.01(b2.01(b), the issuance of the 1998-C 20[__]-[__] SUBI Certificate and 1998-C SUBI Insurance Certificate pursuant to Section 16.03(a2.03(a), the transfer to, or to the order of, the UTI Beneficiary of the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C SUBI Insurance Certificate pursuant to Section 16.03(b2.03(b) and the Account Control Agreement specified in recital E hereinAgreement, and the application by the UTI Beneficiary of any net proceeds from any Securitized Financing involving the 1998-C SUBI, 20[__]-[__] SUBI and the 1998-C 20[__]-[__] SUBI Certificate and/or the 1998-C SUBI Insurance Certificate, there is and will be no default by the UTI Beneficiary in its capacity as UTI Beneficiary with respect to any Securitized Financing or other agreement or obligation secured by a UTI Pledge. (d) The parties hereto intend that, at any time during which the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C SUBI Insurance Certificate are is held or beneficially owned by a single Person, or by two or more Persons that are treated as a single Person for federal income tax purposes, the 1998-C 20[__]-[__] SUBI Sub-Trust shall not constitute a separate entity for federal income tax purposes or for state income or franchise tax purposes. However, at any time that the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C SUBI Insurance Certificate are is held or beneficially owned by two or more Persons that are not treated as a single Person for federal income tax purposes, the parties hereto intend that the 1998-C 20[__]-[__] SUBI Sub-Trust be characterized as a separate entity for federal and state income tax purposes that shall qualify as a partnership for such purposes. The 1998-C 20[__]-[__] SUBI Sub-Trust shall not elect to be treated as an association under Section 301.7701- 301.7701-3(a) of the regulations of the United States Department of the Treasury for federal income tax purposes. (e) Each Beneficiary of the 1998-C 20[__]-[__] SUBI Certificate and/or the 1998-C SUBI Insurance Certificate shall at all times maintain a minimum net worth (excluding the value of the 1998-C 20[__]-[__] SUBI Certificate and the 1998-C Insurance Certificate held thereby and the value of any assets of the 1998-C 20[__]-[__] Securitization Trust established pursuant to the 1998-C Securitization Trust AgreementTrust) equal to at least $[100,000]; provided that such minimum net worth requirement shall not apply to the 1998-C 20[__]-[__] Securitization Trust or the 1998-C 20[__]-[__] Securitization Trustee.