Common use of Designation of the Specified Interests Clause in Contracts

Designation of the Specified Interests. (a) The Member or the Holder of a Series (with the consent of the Member, any Registered Pledgee of a Certificate of such Series and any Titling Company Noteholders with respect to such Series) may direct the Titling Company Administrator to designate a separate series of Titling Company Interests of the Company, which will be a separate series of limited liability company interest within the Company within the meaning of Section 18-215 of the Act (each, a “Specified Interest” and the Titling Company Assets allocated thereto, “Specified Assets”). In connection with the designation of a Specified Interest by the Holders of any Series pursuant to this Section 4.1(a), the Company will issue to, or to the order of, such Holders one or more certificates, that at any time will collectively represent the entire Titling Company Interest in the assets allocated to such newly-created Specified Interest at such time (each such certificate, a “Certificate” and all of the Certificates issued in connection with a Specified Interest, a “Series”). (b) The designation of each Specified Interest and the Holders of the related Certificates will be set forth in the Titling Company Specification Notice delivered to the Titling Company Administrator by the Holders of the related Certificates pursuant to Section 4.3(b). The terms of the Titling Company Interest in the Specified Assets allocated to such Specified Interest will be as set forth in such Titling Company Specification Notice and in the related Servicing Agreement, if any. (c) All Leases, Leased Vehicles and proceeds of the foregoing will be allocated to Specified Interests, and no Titling Company Asset may at any time be allocated to more than one Specified Interest (without limiting the right of more than one Specified Interest to be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy). (d) In accordance with Section 18-215 of the Act, the Titling Company Administrator, acting on behalf of the Company and the Holders of the Certificates, will maintain separate and distinct records for the Specified Assets allocated to each Specified Interest. The Specified Assets allocated to each Specified Interest will be accounted for separately from the Specified Assets allocated to each other Specified Interest. Except to the extent required by Applicable Law or specified in this Agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to the Specified Assets allocated to any Specified Interest will be enforceable against such Specified Assets only, and not against the Company generally or the Specified Assets allocated to any other Specified Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or the Specified Assets of any other Specified Interest will be enforceable against the Specified Assets allocated to such Specified Interest. (e) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation limiting the obligation represented by such Security, Undertaking or Enhancement to the Series in connection with which the Security, Undertaking or Enhancement was issued or entered into. Each Security, each Undertaking and each document entered into in connection with any Enhancement will also include an acknowledgment and agreement by the holder thereof or the parties thereto, as the case may be, to the effect that if an Insolvency Event occurs with respect to the Company, any claim that such holder or party may seek to enforce at any time against the Company or the Specified Assets of any Series other than the Series in connection with which such Security, Undertaking or Enhancement was issued or entered into will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of, or parties to, any Securities, Undertaking, or Enhancement related to such other Series. In addition, each Certificate will include a recitation of the foregoing limitation with respect to any related Security, Undertaking or Enhancement. (f) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation that each holder of or party to such Security, Undertaking or Enhancement irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such holder or party, as the case may be, may have at any time against the Company or against any Series other than the Series in connection with which such Security, Undertaking or Enhancement was issued or entered into. (g) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation that each holder of or party to such Security, Undertaking or Enhancement will not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after payment in full of all distributions to all Holders, Registered Pledgees and Titling Company Noteholders and agree they will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period.

Designation of the Specified Interests. (a) The Member or the Holder of a Series (with the consent of the Member, any Registered Pledgee of a Certificate of such Series and any Titling Company Noteholders with respect to such Series) Initial Beneficiary may direct the Titling Company Trust Administrator from time to time to designate a separate series of Titling Company Beneficial Interests of the CompanyTitling Trust, each of which will be a separate series of limited liability company beneficial interest within the Company Titling Trust within the meaning of Section 18-215 3806(b) of the Delaware Statutory Trust Act (each, a “Specified Interest” ”, and the Titling Company Trust Assets allocated thereto, “Specified Assets”). In connection with the designation of a Specified Interest by the Holders of any Series pursuant to this Section 4.1(a), the Company Titling Trust will issue to, or to the order of, such Holders one or more certificates, that at any time will collectively represent the entire Titling Company Beneficial Interest in the assets allocated to such newly-created Specified Interest at such time (each such certificate, a “Certificate” and all of the Certificates issued in connection with a Specified Interest, a “Series”). (b) The designation of each Specified Interest, the number of Certificates with respect to such Specified Interest and the Holders identity of the related Certificates Holders will be set forth in the Titling Company Trust Specification Notice delivered to the Titling Company Trust Administrator by the Holders of the related Certificates Initial Beneficiary pursuant to Section 4.3(b). The terms of the Titling Company Beneficial Interest in the Specified Assets allocated to such Specified Interest will be as set forth in such Titling Company Trust Specification Notice and in the related Servicing Agreement, if any. (c) All Leases, Leased Vehicles and proceeds of the foregoing will be allocated to Specified Interests, and no Titling Company Trust Asset may at any time be allocated to more than one Specified Interest (without limiting the right of more than one Specified Interest to be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy). (d) In accordance with Section 18-215 3806(b) of the Delaware Statutory Trust Act, the Titling Company Trust Administrator, acting on behalf of the Company Titling Trust and the Holders of the Certificates, will maintain separate and distinct records for the Specified Assets allocated to each Specified Interest. The Specified Assets allocated to each Specified Interest will be accounted for separately from the Specified Assets allocated to each other Specified Interest. Except to the extent required by Applicable Law or specified in this Agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to the Specified Assets allocated to any Specified Interest will be enforceable against such Specified Assets only, and not against the Company Titling Trust generally or the Specified Assets allocated to any other Specified Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company Titling Trust generally or the Specified Assets of any other Specified Interest will be enforceable against the Specified Assets allocated to such Specified Interest. (e) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation limiting the obligation represented by such Security, Undertaking or Enhancement to the Series in connection with which the Security, Undertaking or Enhancement was issued or entered into. Each Security, each Undertaking and each document entered into in connection with any Enhancement will also include an acknowledgment and agreement by the holder thereof or the parties thereto, as the case may be, to the effect that if an Insolvency Event occurs with respect to the CompanyTitling Trust, any claim that such holder or party may seek to enforce at any time against the Company Titling Trust or the Specified Assets of any Series other than the Series in connection with which such Security, Undertaking or Enhancement was issued or entered into will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of, or parties to, any Securities, Undertaking, or Enhancement related to such other Series. In addition, each Certificate will include a recitation of the foregoing limitation with respect to any related Security, Undertaking or Enhancement. (f) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation that each holder of or party to such Security, Undertaking or Enhancement irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such holder or party, as the case may be, may have at any time against the Company Titling Trust or against any Series other than the Series in connection with which such Security, Undertaking or Enhancement was issued or entered into. (g) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation that each holder of or party to such Security, Undertaking or Enhancement will not file or join in filing any bankruptcy petition against the Company Titling Trust prior to the end of the period that is one year and one day after payment (or, if longer, any applicable preference period) in full of all distributions to all Holders, Registered Pledgees and Titling Company Trust Noteholders and agree they will not cooperate with or encourage others to file a bankruptcy petition against the Company Titling Trust during the same period. (h) The Initial Beneficiary hereby directs the issuance at the Effective Time of a Specified Interest to be known as the “Mercedes-Benz Retail Specified Interest” as to which the Specified Assets as of the Effective Time will consist of all assets previously allocated to the Daimler Retail Specified Interest issued under the Daimler Trust Agreement, all as further specified in the Titling Trust Specification Notice related thereto.

Designation of the Specified Interests. (a) The Member Initial Beneficiary or the Holder of a Series (with the consent of the MemberInitial Beneficiary, any Registered Pledgee of a Certificate of such Series and any Titling Company Trust Noteholders with respect to such Series) may direct the Titling Company Trust Administrator to designate a separate series of Titling Company Beneficial Interests of the CompanyTitling Trust, which will be a separate series of limited liability company beneficial interest within the Company Titling Trust within the meaning of Section 18-215 3806(b) of the Delaware Statutory Trust Act (each, a “Specified Interest” and the Titling Company Trust Assets allocated thereto, “Specified Assets”). In connection with the designation of a Specified Interest by the Holders of any Series pursuant to this Section 4.1(a), the Company Titling Trust will issue to, or to the order of, such Holders one or more certificates, that at any time will collectively represent the entire Titling Company Beneficial Interest in the assets allocated to such newly-created Specified Interest at such time (each such certificate, a “Certificate” and all of the Certificates issued in connection with a Specified Interest, a “Series”). (b) The designation of each Specified Interest and the Holders of the related Certificates will be set forth in the Titling Company Trust Specification Notice delivered to the Titling Company Trust Administrator by the Holders of the related Certificates pursuant to Section 4.3(b). The terms of the Titling Company Beneficial Interest in the Specified Assets allocated to such Specified Interest will be as set forth in such Titling Company Trust Specification Notice and in the related Servicing Agreement, if any. (c) All Leases, Leased Vehicles and proceeds of the foregoing will be allocated to Specified Interests, and no Titling Company Trust Asset may at any time be allocated to more than one Specified Interest (without limiting the right of more than one Specified Interest to be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy). (d) In accordance with Section 18-215 3806(b) of the Delaware Statutory Trust Act, the Titling Company Trust Administrator, acting on behalf of the Company Titling Trust and the Holders of the Certificates, will maintain separate and distinct records for the Specified Assets allocated to each Specified Interest. The Specified Assets allocated to each Specified Interest will be accounted for separately from the Specified Assets allocated to each other Specified Interest. Except to the extent required by Applicable Law or specified in this Agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to the Specified Assets allocated to any Specified Interest will be enforceable against such Specified Assets only, and not against the Company Titling Trust generally or the Specified Assets allocated to any other Specified Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company Titling Trust generally or the Specified Assets of any other Specified Interest will be enforceable against the Specified Assets allocated to such Specified Interest. (e) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation limiting the obligation represented by such Security, Undertaking or Enhancement to the Series in connection with which the Security, Undertaking or Enhancement was issued or entered into. Each Security, each Undertaking and each document entered into in connection with any Enhancement will also include an acknowledgment and agreement by the holder thereof or the parties thereto, as the case may be, to the effect that if an Insolvency Event occurs with respect to the CompanyTitling Trust, any claim that such holder or party may seek to enforce at any time against the Company Titling Trust or the Specified Assets of any Series other than the Series in connection with which such Security, Undertaking or Enhancement was issued or entered into will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of, or parties to, any Securities, Undertaking, or Enhancement related to such other Series. In addition, each Certificate will include a recitation of the foregoing limitation with respect to any related Security, Undertaking or Enhancement. (f) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation that each holder of or party to such Security, Undertaking or Enhancement irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such holder or party, as the case may be, may have at any time against the Company Titling Trust or against any Series other than the Series in connection with which such Security, Undertaking or Enhancement was issued or entered into. (g) Each Security, each Undertaking and each document entered into in connection with any Enhancement will include a recitation that each holder of or party to such Security, Undertaking or Enhancement will not file or join in filing any bankruptcy petition against the Company Titling Trust prior to the end of the period that is one year and one day after payment (or, if longer, any applicable preference period) in full of all distributions to all Holders, Registered Pledgees and Titling Company Trust Noteholders and agree they will not cooperate with or encourage others to file a bankruptcy petition against the Company Titling Trust during the same period.