Common use of Form of Certificate; Registration of Certificates Clause in Contracts

Form of Certificate; Registration of Certificates. (a) The Certificates shall be executed on behalf of the Titling Trust by manual or facsimile signature of an authorized officer of the Administrative Trustee. Certificates bearing a manual or facsimile signature of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder of such Certificate to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its Certificateholder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Trustee or an agent thereof, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. (b) The Administrative Trustee shall keep or cause to be kept at its Corporate Trust Office, or such other office as it shall designate, by written notice to the Settlor, a certificate register (the “Certificate Register”), in which, subject to such reasonable regulations as it may prescribe, the Administrative Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Administrative Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Trustee, duly executed by the Certificateholder of such Certificate or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration of transfer, the Administrative Trustee and each agent of the Administrative Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for all purposes, and neither the Administrative Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Trustee shall furnish or cause to be furnished to each Series Servicer and the Settlor, within three (3) Business Days after receipt by the Administrative Trustee of request therefor, a list of the names and addresses of the Certificateholders. (c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through Entity.

Form of Certificate; Registration of Certificates. (a) The Certificates shall be executed on behalf of the Titling Trust by manual or facsimile signature of an authorized officer of the Administrative Trustee. Certificates bearing a manual or facsimile signature of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder holder of such Certificate to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its Certificateholder holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Trustee or an agent thereof, by manual signature. Such ; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. (b) The Administrative Trustee shall keep or cause to be kept at its Corporate Trust Officeoffices at One Illinois Center, 000 Xxxx Xxxxxx, Suite 3000, Chicago, Illinois 60601, or such other office as it shall designate, by written notice to the SettlorInitial Beneficiary, a certificate register (the “Certificate Register”), in which, subject to such reasonable regulations as it may prescribe, the Administrative Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Administrative Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Trustee, duly executed by the Certificateholder holder of such Certificate or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration of transfer, the Administrative Trustee and each agent of the Administrative Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for all purposes, and neither the Administrative Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Trustee shall furnish or cause to be furnished to each Series Servicer and the SettlorInitial Beneficiary, within three (3) Business Days after receipt by the Administrative Trustee of request therefor, a list of the names and addresses of the Certificateholders. (c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes holders of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through EntityCertificates.

Form of Certificate; Registration of Certificates. (a) The Certificates shall be executed on behalf of the Titling Trust by manual or facsimile signature of an authorized officer of the Administrative Trustee. Certificates bearing a manual or facsimile signature of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder holder of such Certificate to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its Certificateholder holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Trustee or an agent thereof, by manual signature. Such ; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. (b) The Administrative Trustee shall keep or cause to be kept at its Corporate Trust Officeoffices at One Illinois Center, 111 East Wacker, Suite 3000, Chicago, Illinois 60601, or such other office as it shall designateoxxxxx xx xx xxxxx xxxxxxxxx, by written notice to the SettlorInitial Beneficiary, a certificate register (the “"Certificate Register”"), in which, subject to such reasonable regulations as it may prescribe, the Administrative Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Administrative Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Trustee, duly executed by the Certificateholder holder of such Certificate or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration of transfer, the Administrative Trustee and each agent of the Administrative Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for all purposes, and neither the Administrative Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Trustee shall furnish or cause to be furnished to each Series Servicer and the SettlorInitial Beneficiary, within three (3) Business Days after receipt by the Administrative Trustee of request therefor, a list of the names and addresses of the Certificateholders. (c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes holders of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through EntityCertificates.

Form of Certificate; Registration of Certificates. (a) The Each Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner consistent with this Agreement as may be determined by the Holders of the Certificates of such Series. (b) Each Certificate shall be executed on behalf of the Titling Trust by manual or facsimile signature of an authorized officer Authorized Officer of the Administrative Delaware Trustee. Certificates bearing a manual or facsimile signature of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Delaware Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder holder of such Certificate to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its Certificateholder holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Delaware Trustee or an agent thereof, by manual signature. Such ; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. (bc) The Administrative Delaware Trustee shall keep or cause to be kept at its Corporate Trust Officeoffices at One Xxxxxx Xxxxxx, 0xx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or such other office as it shall designate, designate by written notice to the SettlorInitial Beneficiary, (in each case, the “Certificate Registrar Office”), a certificate register (the “Certificate Register”), ) in which, subject to such reasonable regulations as it may prescribe, the Administrative Delaware Trustee shall provide for the registration of Certificates and of pledges, transfers and exchanges of Certificates as herein provided. When acting in such capacity, the Delaware Trustee shall be the “Certificate Registrar”. (d) In the case of any pledge of a Certificate, the Holder shall deliver to the Delaware Trustee and the related UTI Trustee or related SUBI Trustee, as the case may be, a notice of registered pledge substantially in the form of Exhibit D hereto (a “Notice of Registered Pledge” and any such pledge, a “Registered Pledge”). (e) Each Notice of Registered Pledge shall be executed by the Holder of the subject Certificate and each person (a “Registered Pledgee” or a holder of a “Pledgee Interest”) to whom such Certificate shall be assigned, pledged or transferred, and shall set forth the following information: (i) identification of the Certificate assigned, pledged or transferred; (ii) the name of the Holder; (iii) the name and address of the Registered Pledgee. (f) Upon receipt of written notification from the Initial Beneficiary, each SUBI Control Party and each Registered Pledgee of a UTI Certificate or a SUBI Certificate, as the case may be, of a Registered Pledge on a Certificate, the Certificate Registrar shall record in the Certificate Register, the interest of the pledgee in such Certificate (the “Registered Pledgee Interest”). Until such time as the holder of the Registered Pledgee Interest shall have provided written notice to the Certificate Registrar that such Registered Pledgee Interest has been released, such Registered Pledgee shall be entitled to exercise all of the rights (but shall have none of the obligations) of the Holder of such Certificate and each Holder hereby agrees that it shall have no right to exercise any such rights until such Registered Pledgee Interest has been released. (g) Upon surrender for registration of transfer of any Certificate, the Administrative Delaware Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Delaware Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Delaware Trustee, upon which the Delaware Trustee may conclusively rely, duly executed by the Certificateholder holder of such Certificate or its attorney and each SUBI Control Party with respect to any SUBI Certificate duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Delaware Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Delaware Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration of transfer, the Administrative Delaware Trustee and each agent of the Administrative Delaware Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register (which in the event of a Registered Pledge shall be the Registered Pledgee) as the owner of such Certificate for all purposes, and neither the Administrative Delaware Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Delaware Trustee shall furnish or cause to be furnished to the UTI Trustee or SUBI Trustee of the related Certificate the name and address of the transferee of any Certificate presented for registration of transfer or exchange. The Delaware Trustee shall furnish or cause to be furnished to each Series Servicer Servicer, the Initial Beneficiary, each Holder and the Settloreach SUBI Control Party, within three two (32) Business Days after receipt by the Administrative Delaware Trustee of request therefor, a list of the names and addresses of the Certificateholders. (c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes holders of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through EntityCertificates.

Form of Certificate; Registration of Certificates. (a) The Certificates shall be executed on behalf of the Titling Trust by manual manual, electronic or facsimile signature of an authorized officer of the Administrative Trustee. Certificates bearing a manual manual, electronic or facsimile signature of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder holder of such Certificate to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its Certificateholder holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Trustee or an agent thereof, by manual signature. Such ; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. (b) The Administrative Trustee shall keep or cause to be kept at its Corporate Trust Officeoffices at 1000 X. Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or such other office as it shall designate, by written notice to the SettlorInitial Beneficiary, a certificate register (the “Certificate Register”), in which, subject to such reasonable regulations as it may prescribe, the Administrative Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Administrative Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Trustee. Each Certificate presented or rendered surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Trustee, duly executed by the Certificateholder holder of such Certificate or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration of transfer, the Administrative Trustee and each agent of the Administrative Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for all purposes, and neither the Administrative Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Trustee shall furnish or cause to be furnished to each Series Servicer and the SettlorInitial Beneficiary, within three (3) Business Days after receipt by the Administrative Trustee of a written request therefor, a list of the names and addresses of the Certificateholders. (c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes holders of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through EntityCertificates.

Form of Certificate; Registration of Certificates. (a) The Certificates shall be executed on behalf of the Titling Trust by manual or facsimile signature of an authorized officer of the Administrative Trustee. Certificates bearing a manual or facsimile signature signatures of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder of such Certificate entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Except in the case of the initial issuance of the initial SUBI Certificate executed and delivered under the initial SUBI Supplement, no Certificate shall entitle its Certificateholder holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Trustee or an agent thereof, by manual signature. Such ; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. (b) The Administrative Trustee shall keep or cause to be kept at its Corporate Trust Officeoffices at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or such other office in Delaware or New York as it shall designate, by written notice to the SettlorBeneficiary, a certificate register (the “"Certificate Register”"), in which, subject to such -------------------- reasonable regulations as it may prescribe, the Administrative Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Administrative Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Trustee. Each Certificate presented or rendered surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Trustee, duly executed by the Certificateholder holder of such Certificate or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration of transfer, the Administrative Trustee and each agent of the Administrative Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for all purposes, and neither the Administrative Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Trustee shall furnish or cause to be furnished to each Series the Servicer and the SettlorBeneficiary, within three (3) three Business Days after receipt by the Administrative Trustee of request therefor, a list of the names and addresses of the Certificateholders. (c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes holders of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through EntityCertificates.