Common use of Form of Certificate Clause in Contracts

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed manually or in facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities STRYPES shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities STRYPES set forth on the face of such Certificate and the denominator of which shall be the total number of Securities STRYPES outstanding at that time. All Securities STRYPES shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of SecuritiesSTRYPES. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) . The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the DepositaryThe Depository Trust Company, or its custodianas depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and Certifi- catex xxx shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) DTC. If the Depositary DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided aboveTrust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DepositaryDTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) . Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Trust Securities shall be executed manually or in facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Trust Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Trust Securities outstanding at that time. All Trust Securities shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters Initial Purchasers at the First Time of Delivery and the Second each Subsequent Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Trust Securities issued to the UnderwritersInitial Purchasers, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Trust Securities will receive a definitive Certificate representing such beneficial owner's ’s interest in such Trust Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects notifies the Trust that it is unwilling or unable to discontinue its services continue as securities depositorydepositary for any global Trust Securities or ceases to be a “clearing agency” registered under the Exchange Act and a successor depository or custodian is not appointed by the Trust within 90 days after receiving such notice (a “Depository Event”), then definitive Certificates shall be prepared by the Trustees as provided aboveTrustees. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay delay, the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Trust Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities TIMES shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities TIMES set forth on the face of such Certificate and the denominator of which shall be the total number of Securities TIMES outstanding at that time. All Securities TIMES shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of SecuritiesTIMES. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities TrUEPrS shall be executed manually or in by facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature on which they are countersigned and delivery delivered by the Paying Agent and shall represent a fractional undivided interest in the assets of the Trust, the numerator of which fraction shall be the number of Securities TrUEPrS set forth on the face of such Certificate and the denominator of which shall be the total number of Securities TrUEPrS outstanding at that time. All Securities TrUEPrS shall be issued in registered form and shall be numbered serially. (b) The . Certificates delivered bearing the manual or facsimile signatures of any individual who was at any time the Managing Trustee shall bind the Trust, notwithstanding that such individual ceased to hold such office prior to the Underwriters countersignature and delivery of such Certificates or did not hold such position at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner date of such Securities will receive a definitive Certificates. No Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary any benefits hereunder or be valid or obligatory for all purposes of this Agreement as the Holder and the sole holder of the Certificates and any purpose unless such Certificate shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared been countersigned by the Trustees Paying Agent as provided above. Upon surrender of the global , and such countersignature upon any Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely onconclusive evidence, and shall be protected in relying onthe only evidence, that such instructions. (d) Certificate has been duly countersigned and delivered hereunder. Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). The Certificates to be delivered to the Underwriters pursuant to the Purchase Agreement will be issued in the form of a global Certificate or Certificates evidencing the TrUEPrS to be issued to the Underwriters, which will be delivered to DTC or its nominee by or on behalf of the Trust. Such global Certificate or Certificates shall initially be registered on the register maintained by the Paying Agent in the name of Cede & Co., the nominee of DTC, and no beneficial owner of an interest in such TrUEPrS will receive a definitive Certificate representing such beneficial owner's interest in such TrUEPrS, except as provided in the next paragraph. Unless and until definitive Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole Holder of the Certificates and shall have no obligation to the beneficial owners of interest therein, and neither the Trust, the Trustees, the Paying Agent or any agent of any of the foregoing shall have any liability with respect to or responsibility for the records of DTC or its participants. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates and accompanied by registration instructions from DTC, the Trustees shall cause definitive Certificates to be registered in the names and delivered to the persons set forth in DTC's instructions. Neither the Trustees, the Trust, the Paying Agent nor any agent of any of the foregoing shall be liable for any delay by DTC in delivering such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying AgentTrustees. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. TrUEPrS. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed manually or in facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters Purchasers at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the UnderwritersPurchasers, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's ’s interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then or if requested by any Holder following an Event of Default, definitive Certificates shall be prepared by the Trustees as provided aboveTrustees. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay delay, the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) . The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the DepositaryThe Depository Trust Company, or its custodianas depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) DTC. If the Depositary DTC elects to discontinue its services as securities depository, and no successor securities depositary reasonably satisfactory to the Trustees succeeds to the business of DTC, then definitive Certificates shall be prepared by the Trustees as provided aboveTrust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DepositaryDTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) . Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive CertificatesCertifi- xxxxx. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. CLASS A Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (a) Each Certificate evidencing Securities shall be executed manually "DTC"), to MBNA America Bank, National Association or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in facsimile such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. No. __ $__________ CUSIP No. _________ MBNA MASTER CREDIT CARD TRUST II CLASS A 5.25% ASSET BACKED CERTIFICATE, SERIES 1998-J Evidencing an Undivided Interest in a trust, the corpus of which consists of a portfolio of MasterCard registered trademark and VISA registered trademark credit card receivables generated or acquired by MBNA America Bank, National Association and other assets and interests constituting the Trust under the Pooling and Servicing Agreement described below. (Not an interest in or obligation of MBNA America Bank, National Association or any Affiliate thereof.) This certifies that CEDE & CO. (the "Class A Certificateholder") is the registered owner of an Undivided Interest in a trust (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") now existing or hereafter created and arising in connection with selected MasterCard and VISA credit card accounts (the "Accounts") of MBNA America Bank, National Association, a national banking association organized under the laws of the United States, all monies due or to become due in payment of the Receivables (including all Finance Charge Receivables but excluding recoveries on any charged-off Receivables), the right to certain amounts received as Interchange with respect to the Accounts, the benefits of the Collateral Interest and the other assets and interests constituting the Trust pursuant to a Pooling and Servicing Agreement dated as of August 4, 1994, as amended as of March 11, 1996 and as of June 2, 1998, as supplemented by the Managing Series 1998-J Supplement dated as of October 29, 1998 (collectively, the "Pooling and Servicing Agreement"), by and between MBNA America Bank, National Association, as Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of New York, as Trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. The Series 1998-J Certificates are issued in two classes, the Class A Certificates (of which this certificate is one) and countersigned manually the Class B Certificates, which are subordinated to the Class A Certificates in certain rights of payment as described herein and in the Pooling and Servicing Agreement. The Seller has structured the Pooling and Servicing Agreement and the Series 1998-J Certificates with the intention that the Series 1998-J Certificates will qualify under applicable tax law as indebtedness, and each of the Seller, the Holder of the Seller Interest, the Servicer and each Series 1998-J Certificateholder (or Series 1998-J Certificate Owner) by acceptance of its Series 1998-J Certificate (or in the case of a Series 1998-J Certificate Owner, by virtue of such Series 1998-J Certificate Owner's acquisition of a beneficial interest therein), agrees to treat and to take no action inconsistent with the treatment of the Series 1998-J Certificates (or any beneficial interest therein) as indebtedness for purposes of federal, state, local and foreign income or franchise taxes and any other tax imposed on or measured by income. Each Series 1998-J Certificateholder agrees that it will cause any Series 1998-J Certificate Owner acquiring an interest in a Series 1998-J Certificate through it to comply with the Pooling and Servicing Agreement as to treatment of the Series 1998-J Certificates as indebtedness for certain tax purposes. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and by which the Class A Certificateholder is bound. Although a summary of certain provisions of the Pooling and Servicing Agreement is set forth below, this Class A Certificate is qualified in its entirety by the Paying Agent terms and provisions of the Pooling and Servicing Agreement and reference is made to that Pooling and Servicing Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. Interest will accrue on the Class A Certificates at the rate of 5.25% per annum from the Closing Date and will be distributed on December 15, 1998 and on the 15th day of each calendar month thereafter, or if such day is not a Business Day, on the next succeeding Business Day (a "Distribution Date"), to the Class A Certificateholders of record as of the last Business Day of the calendar month preceding such Distribution Date. During the Rapid Amortization Period, in substantially addition to Class A Monthly Interest, Class A Monthly Principal will be distributed to the form Class A Certificateholders on the Distribution Date of Exhibit A with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest each calendar month commencing in the Trustmonth following the commencement of the Rapid Amortization Period until the Class A Certificates have been paid in full. During the Controlled Accumulation Period, in addition to monthly payments of Class A Monthly Interest, the numerator amount on deposit in the Principal Funding Account (but not in excess of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if anyClass A Investor Interest) will be issued in the form of a global Certificate or Certificates representing the Securities issued distributed as principal to the UnderwritersClass A Certificateholders on the September 2003 Distribution Date, to be delivered to unless distributed earlier as a result of the Depositary, or its custodian, commencement of the Rapid Amortization Period in accordance with the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by or on behalf of the TrustTrustee, by manual signature, this Class A Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement, or be valid for any purpose. Such IN WITNESS WHEREOF, MBNA America Bank, National Association has caused this Series 1998-J Class A Certificate or Certificates shall initially to be registered on the books and records duly executed under its official seal. By:_______________________________ Authorized Officer [Seal] Attested to: By:________________________ Cashier Date: October 29, 1998 Form of Trustee's Certificate of Authentication CERTIFICATE OF AUTHENTICATION This is one of the Series 1998-J Class A Certificates referred to in the within-mentioned Pooling and Servicing Agreement. THE BANK OF NEW YORK, Trustee By:________________________ Authorized Signatory Date: October 29, 1998 EXHIBIT A-2 FORM OF CERTIFICATE CLASS B Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to MBNA America Bank, National Association or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. No. __ $__________ CUSIP No. _________ MBNA MASTER CREDIT CARD TRUST II CLASS B 5.65% ASSET BACKED CERTIFICATE, SERIES 1998-J Evidencing an Undivided Interest in a trust, the nominee corpus of which consists of a portfolio of MasterCard registered trademark and VISA registered trademark credit card receivables generated or acquired by MBNA America Bank, National Association and other assets and interests constituting the Trust under the Pooling and Servicing Agreement described below. (Not an interest in or obligation of MBNA America Bank, National Association or any Affiliate thereof.) This certifies that CEDE & CO. (the "Class B Certificateholder") is the registered owner of an Undivided Interest in a trust (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") now existing or hereafter created and arising in connection with selected MasterCard and VISA credit card accounts (the "Accounts") of MBNA America Bank, National Association, a national banking association organized under the laws of the DepositaryUnited States, all monies due or to become due in payment of the Receivables (including all Finance Charge Receivables but excluding recoveries on any charged- off Receivables), the right to certain amounts received as Interchange with respect to the Accounts, the benefits of the Collateral Interest and the other assets and interests constituting the Trust pursuant to a Pooling and Servicing Agreement dated as of August 4, 1994, as amended as of March 11, 1996 and as of June 2, 1998, as supplemented by the Series 1998-J Supplement dated as of October 29, 1998 (collectively, the "Pooling and Servicing Agreement"), by and between MBNA America Bank, National Association, as Seller (the "Seller") and as Servicer (the "Servicer"), and no beneficial owner The Bank of New York, as Trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. The Series 1998-J Certificates are issued in two classes, the Class A Certificates and the Class B Certificates (of which this certificate is one), which are subordinated to the Class A Certificates in certain rights of payment as described herein and in the Pooling and Servicing Agreement. The Seller has structured the Pooling and Servicing Agreement and the Series 1998-J Certificates with the intention that the Series 1998-J Certificates will qualify under applicable tax law as indebtedness, and each of the Seller, the Holder of the Seller Interest, the Servicer and each Series 1998-J Certificateholder (or Series 1998-J Certificate Owner) by acceptance of its Series 1998-J Certificate (or in the case of a Series 1998-J Certificate Owner, by virtue of such Securities Series 1998-J Certificate Owner's acquisition of a beneficial interest therein), agrees to treat and to take no action inconsistent with the treatment of the Series 1998-J Certificates (or any beneficial interest therein) as indebtedness for purposes of federal, state, local and foreign income or franchise taxes and any other tax imposed on or measured by income. Each Series 1998-J Certificateholder agrees that it will receive a definitive cause any Series 1998-J Certificate representing such beneficial owner's Owner acquiring an interest in such Securitiesa Series 1998-J Certificate through it to comply with the Pooling and Servicing Agreement as to treatment of the Series 1998-J Certificates as indebtedness for certain tax purposes. To the extent not defined herein, except as provided capitalized terms used herein have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Class B Certificateholder by virtue of the acceptance hereof assents and by which the Class B Certificateholder is bound. Although a summary of certain provisions of the Pooling and Servicing Agreement is set forth below, this Class B Certificate is qualified in its entirety by the terms and provisions of the Pooling and Servicing Agreement and reference is made to that Pooling and Servicing Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. Interest will accrue on the Class B Certificates at the rate of 5.65% per annum from the Closing Date and will be distributed on December 15, 1998 and on the 15th day of each calendar month thereafter, or if such day is not a Business Day, on the next paragraphsucceeding Business Day (a "Distribution Date"), to the Class B Certificateholders of record as of the last Business Day of the calendar month preceding such Distribution Date. Unless During the Rapid Amortization Period, in addition to Class B Monthly Interest, Class B Monthly Principal will be distributed to the Class B Certificateholders on each Distribution Date commencing in the month following the commencement of the Rapid Amortization Period (and after payment in full of the Class A Investor Interest) until definitive, fully registered the Class B Certificates have been issued pursuant paid in full. During the Controlled Accumulation Period, in addition to monthly payments of Class B Monthly Interest, the amount remaining on deposit in the Principal Funding Account after the payment in full of the Class A Investor Interest (but not in excess of the Class B Investor Interest) will be distributed as principal to the next paragraphClass B Certificateholders on the September 2003 Distribution Date, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement unless distributed earlier as the Holder and the sole holder a result of the Certificates and shall have no obligation to the beneficial owners thereof, and none commencement of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners Rapid Amortization Period in accordance with the instructions Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by or on behalf of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely onTrustee, and shall be protected in relying onby manual signature, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary this Class B Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall not be entitled to any benefit under the same benefits hereunder Pooling and Servicing Agreement, or be valid for any purpose. IN WITNESS WHEREOF, MBNA America Bank, National Association has caused this Series 1998-J Class B Certificate to be duly executed under its official seal. By:_______________________________ Authorized Officer [Seal] Attested to: By:________________________ Cashier Date: October 29, 1998 Form of Trustee's Certificate of Authentication CERTIFICATE OF AUTHENTICATION This is one of the Series 1998-J Class B Certificates referred to in the within-mentioned Pooling and Servicing Agreement. THE BANK OF NEW YORK Trustee By:________________________ Authorized Signatory Date: October 29, 1998 EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO THE TRUSTEE MBNA AMERICA BANK, NATIONAL ASSOCIATION MBNA MASTER CREDIT CARD TRUST II SERIES 1998-J MONTHLY PERIOD ENDING _________ __, ____ Capitalized terms used in this notice have their respective meanings set forth in the Pooling and Servicing Agreement. References herein to certain sections and subsections are references to the respective sections and subsections of the Pooling and Servicing Agreement as definitive Certificatessupplemented by the Series 1998-J Supplement. This notice is delivered pursuant to Section 4.09.

Form of Certificate. (a) Each Certificate evidencing Securities TrUEPrS ------------------- shall be executed manually or in by facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature on which they are countersigned and delivery delivered by the Paying Agent and shall represent a fractional undivided interest in the assets of the Trust, the numerator of which fraction shall be the number of Securities TrUEPrS set forth on the face of such Certificate and the denominator of which shall be the total number of Securities TrUEPrS outstanding at that time. All Securities TrUEPrS shall be issued in registered form and shall be numbered serially. (b) The . Certificates delivered bearing the manual or facsimile signatures of any individual who was at any time the Managing Trustee shall bind the Trust, notwithstanding that such individual ceased to hold such office prior to the Underwriters countersignature and delivery of such Certificates or did not hold such position at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner date of such Securities will receive a definitive Certificates. No Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary any benefits hereunder or be valid or obligatory for all purposes of this Agreement as the Holder and the sole holder of the Certificates and any purpose unless such Certificate shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared been countersigned by the Trustees Paying Agent as provided above. Upon surrender of the global , and such countersignature upon any Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely onconclusive evidence, and shall be protected in relying onthe only evidence, that such instructions. (d) Certificate has been duly countersigned and delivered hereunder. Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). The Certificates to be delivered to the Underwriters pursuant to the Purchase Agreement will be issued in the form of a global Certificate or Certificates evidencing the TrUEPrS to be issued to the Underwriters, which will be delivered to DTC or its nominee by or on behalf of the Trust. Such global Certificate or Certificates shall initially be registered on the register maintained by the Paying Agent in the name of Cede & Co., the nominee of DTC, and no beneficial owner of an interest in such TrUEPrS will receive a definitive Certificate representing such beneficial owner's interest in such TrUEPrS, except as provided in the next paragraph. Unless and until 15 definitive Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole Holder of the Certificates and shall have no obligation to the beneficial owners of interest therein, and neither the Trust, the Trustees, the Paying Agent nor any agent of any of the foregoing shall have any liability with respect to or responsibility for the records of DTC or its participants. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates and accompanied by registration instructions from DTC, the Trustees shall cause definitive Certificates to be registered in the names and delivered to the persons set forth in DTC's instructions. Neither the Trustees, the Trust, the Paying Agent nor any agent of any of the foregoing shall be liable for any delay by DTC in delivering such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying AgentTrustees. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. TrUEPrS. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed manually or in facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.the (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) . The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the DepositaryThe Depository Trust Company, or its custodianas depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and Certifi catex xxx shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) DTC. If the Depositary DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided aboveTrust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DepositaryDTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) . Pending the preparation of definitive CertificatesCertifi catex, the Managing Trustee xxe Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive CertificatesCertifi catex. Without Xxthout unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) . The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the DepositaryThe Depository Trust Company, or its custodianas depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) DTC. If the Depositary DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided aboveTrust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) . The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the DepositaryThe Depository Trust Company, or its custodianas depositary ("DTC"), by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) DTC. If the Depositary DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided aboveTrust. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DepositaryDTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) . Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. Registration of Certificates. (a) Each Certificate evidencing Securities The Certificates shall be executed manually on behalf of the Trust by manual or in facsimile by signature of an authorized officer of the Managing Delaware Trustee. Certificates bearing a manual or facsimile signatures of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Delaware Trustee shall, when duly authenticated pursuant hereto, be validly issued and countersigned manually by entitled to the Paying Agent in substantially benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the form authentication and delivery of Exhibit A with the blanks appropriately filled in, shall be dated such Certificates or did not hold such offices at the date of countersignature authentication and delivery of such Certificates. No Certificate shall entitle its 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 Paying Agent and Delaware Trustee or an agent thereof, by annual signature; such authentication shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of constitute conclusive evidence that such Certificate shall have been duly authenticated and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered seriallydelivered hereunder. (b) The Certificates delivered Delaware Trustee shall keep or cause to be kept at its offices at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 or such other office as it shall designate, by written notice to the Underwriters at Initial Beneficiary, a certificate register (the First Time "Certificate Register"), in which, subject to such reasonable regulations as it may prescribe, the Delaware Trustee shall provide for the registration of Delivery Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the UnderwritersDelaware Trustee shall execute, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books authenticate and records of the Trust deliver in the name of Cede & Co.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 Delaware Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form reasonably satisfactory to the Delaware Trustee, duly executed by the 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 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 Delaware Trustee my 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 nominee Delaware Trustee and each agent of the Depositary, and no beneficial Delaware Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Securities will receive a definitive Certificate representing for all purposes, and neither the Delaware Trustee nor any such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant agent shall be bound by any notice to the next paragraph, the Trust contrary. The Delaware Trustee shall furnish or cause to be entitled furnished to deal with the Depositary for all purposes of this Agreement as the Holder each Servicer and the sole holder Initial Beneficiary, within (3) three Business Days after receipt by the Delaware Trustee of request therefor, a list of the Certificates names and shall have no obligation to the beneficial owners thereof, and none addresses of the Trust, the Trustees, or any agent holders of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities TrUEPrS shall ------------------- be executed manually or in by facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature on which they are countersigned and delivery delivered by the Paying Agent and shall represent a fractional undivided interest in the assets of the Trust, the numerator of which fraction shall be the number of Securities TrUEPrS set forth on the face of such Certificate and the denominator of which shall be the total number of Securities TrUEPrS outstanding at that time. All Securities TrUEPrS shall be issued in registered form and shall be numbered serially. (b) The . Certificates delivered bearing the manual or facsimile signatures of any individual who was at any time the Managing Trustee shall bind the Trust, notwithstanding that such individual ceased to hold such office prior to the Underwriters countersignature and delivery of such Certificates or did not hold such position at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner date of such Securities will receive a definitive Certificates. No Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary any benefits hereunder or be valid or obligatory for all purposes of this Agreement as the Holder and the sole holder of the Certificates and any purpose unless such Certificate shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared been countersigned by the Trustees Paying Agent as provided above. Upon surrender of the global , and such countersignature upon any Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely onconclusive evidence, and shall be protected in relying onthe only evidence, that such instructions. (d) Certificate has been duly countersigned and delivered hereunder. Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). The Certificates to be delivered to the Underwriters pursuant to the Purchase Agreement will be issued in the form of a global Certificate or Certificates evidencing the TrUEPrS to be issued to the Underwriters, which will be delivered to DTC or its nominee by or on behalf of the Trust. Such global Certificate or Certificates shall initially be registered on the register maintained by the Paying Agent in the name of Cede & Co., the nominee of DTC, and no beneficial owner of an interest in such TrUEPrS will receive a definitive Certificate representing such beneficial owner's interest in such TrUEPrS, except as provided in the next paragraph. Unless and until definitive Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with DTC for all purposes of this Agreement as the Holder and the sole Holder of the Certificates and shall have no obligation to the beneficial owners of interest therein, and neither the Trust, the Trustees, the Paying Agent nor any agent of any of the foregoing shall have any liability with respect to or responsibility for the records of DTC or its participants. If DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trust. Upon surrender of the global Certificate or Certificates and accompanied by registration instructions from DTC, the Trustees shall cause definitive Certificates to be registered in the names and delivered to the persons set forth in DTC's instructions. Neither the Trustees, the Trust, the Paying Agent nor any agent of any of the foregoing shall be liable for any delay by DTC in delivering such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying AgentTrustees. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. TrUEPrS. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities STRYPES ------------------- shall be executed countersigned manually or in facsimile by the Managing Trustee and countersigned executed manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities STRYPES set forth on the face of such Certificate and the denominator of which shall be the total number of Securities STRYPES outstanding at that time. All Securities STRYPES shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the Underwriters, to be delivered to the Depositary, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee Trustees may execute and the Paying Agent shall countersign authenticate and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually authenticated by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign authenticate and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of SecuritiesSTRYPES. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate Certifi cate evidencing Securities shall be executed manually or in facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A hereto with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) . The Certificates delivered to the Underwriters Underwriter at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the UnderwritersUnderwriter, to be delivered to the Depositary, or its custodian, DTC by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDTC, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary DTC for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) DTC. If the Depositary DTC elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DepositaryDTC. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) . Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities TrENDS shall be executed countersigned manually or in facsimile by the Managing Regular Trustee and countersigned executed manually by the Paying Agent Regular Trustee, on behalf of the Trust, in substantially the form of Exhibit EXHIBIT A hereto with the blanks appropriately filled in, shall be dated the date of countersignature execution and delivery by the Paying Agent Regular Trustee and shall represent a fractional undivided interest in the TrustTrENDS Estate, the numerator of which fraction shall be the number of Securities TrENDS set forth on the face of such Certificate TrENDS and the denominator of which shall be the total number of Securities TrENDS outstanding at that time. All Securities TrENDS shall be issued in registered form and shall be numbered serially. (b) . At no time shall the aggregate number of TrENDS represented by such countersigned certificates exceed the number of then outstanding TrENDS, except as permitted by Section 5.5 of this Agreement. The Certificates delivered Trust reserves the right to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in modify the form of certificate from time to time to reflect any changes in applicable law or regulation (or the interpretation thereof) and/or if it so determines, discontinue the requirement that such certificates be delivered. Any resale or other transfer, or attempted resale or other transfer, of a global Certificate or Certificates representing TrENDS that is not made in compliance with the Securities issued restrictions set forth thereon will be void and will not be recognized by the Trust. The TrENDS and related documentation may, subject to the Underwritersterms of the Transaction Documents, be amended or supplemented from time to time to modify the restrictions on and procedures for resales and other transfers of the TrENDS to reflect any change in applicable law or regulation (or the interpretation thereof). Each holder of any TrENDS shall be deemed, by the acceptance of such TrENDS, to be delivered have agreed to any such amendment or supplement. Pending the Depositarypreparation of definitive TrENDS, or its custodianthe Regular Trustee, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the Depositary, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent Regular Trustee shall countersign authenticate and deliver temporary Certificates TrENDS (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying AgentTrENDS Registrar). Temporary Certificates TrENDS shall be issuable as registered Certificates TrENDS substantially in the form of the definitive Certificates TrENDS but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying AgentTrENDS. Every temporary Certificate TrENDS shall be executed by the Managing Regular Trustee and be countersigned manually authenticated by the Paying Agent TrENDS Registrar upon the same conditions and in substantially the same manner, and with like effect, as the definitive CertificatesTrENDS. Without unreasonable delay the Managing Regular Trustee shall execute and shall furnish definitive Certificates to the Paying Agent TrENDS and thereupon temporary Certificates TrENDS may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent TrENDS Registrar and the Paying Agent TrENDS Registrar shall countersign authenticate and deliver in exchange for such temporary Certificates TrENDS definitive Certificates TrENDS for a like aggregate number of SecuritiesTrENDS. Until so exchanged, the temporary Certificates TrENDS shall be entitled to the same benefits hereunder as definitive CertificatesTrENDS.

Form of Certificate. Registration of Certificates. (a) Each Certificate evidencing Securities The Certificates shall be executed manually on behalf of the Trust by manual or in facsimile by signature of an authorized officer of the Managing Delaware Trustee. Certificates bearing a manual or facsimile signatures of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Delaware Trustee shall, when duly authenticated pursuant hereto, be validly issued and countersigned manually by entitled to the Paying Agent in substantially benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the form authentication and delivery of Exhibit A with the blanks appropriately filled in, shall be dated such Certificates or did not hold such offices at the date of countersignature authentication and delivery of such Certificates. No Certificate shall entitle its 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 Paying Agent and Delaware Trustee or an agent thereof, by annual signature; such authentication shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of constitute conclusive evidence that such Certificate shall have been duly authenticated and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered seriallydelivered hereunder. (b) The Certificates delivered to the Underwriters at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate Delaware Trustee shall keep or Certificates representing the Securities issued to the Underwriters, cause to be delivered kept at its offices at 1100 North Market Street, Wilmington, Delaware 19890-0001 or such xxxxx xxxxxx xx xx xxxxx xxxxxxxxx, xx xxxxxxx xxxxxx xx the Initial Beneficiary, a certificate register (the "Certificate Register"), in which, subject to such reasonable regulations as it may prescribe, the DepositaryDelaware 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, or its custodianthe Delaware Trustee shall execute, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books authenticate and records of the Trust deliver in the name of Cede & Co.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 Delaware Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form reasonably satisfactory to the Delaware Trustee, duly executed by the 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 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 Delaware Trustee my 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 nominee Delaware Trustee and each agent of the Depositary, and no beneficial Delaware Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Securities will receive a definitive Certificate representing for all purposes, and neither the Delaware Trustee nor any such beneficial owner's interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant agent shall be bound by any notice to the next paragraph, the Trust contrary. The Delaware Trustee shall furnish or cause to be entitled furnished to deal with the Depositary for all purposes of this Agreement as the Holder each Servicer and the sole holder Initial Beneficiary, within (3) three Business Days after receipt by the Delaware Trustee of request therefor, a list of the Certificates names and shall have no obligation to the beneficial owners thereof, and none addresses of the Trust, the Trustees, or any agent holders of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the Depositary. (c) If the Depositary elects to discontinue its services as securities depository, then definitive Certificates shall be prepared by the Trustees as provided above. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the Depositary. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.

Form of Certificate. (a) Each Certificate evidencing Securities shall be executed manually or in facsimile by the Managing Trustee and countersigned manually by the Paying Agent in substantially the form of Exhibit A with the blanks appropriately filled in, shall be dated the date of countersignature and delivery by the Paying Agent and shall represent a fractional undivided interest in the Trust, the numerator of which fraction shall be the number of Securities set forth on the face of such Certificate and the denominator of which shall be the total number of Securities outstanding at that time. All Securities shall be issued in registered form and shall be numbered serially. (b) The Certificates delivered to the Underwriters Initial Purchasers at the First Time of Delivery and the Second Time of Delivery (if any) will be issued in the form of a global Certificate or Certificates representing the Securities issued to the UnderwritersInitial Purchasers, to be delivered to the DepositaryDepository, or its custodian, by or on behalf of the Trust. Such Certificate or Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of the DepositaryDepository, and no beneficial owner of such Securities will receive a definitive Certificate representing such beneficial owner's ’s interest in such Securities, except as provided in the next paragraph. Unless and until definitive, fully registered Certificates have been issued pursuant to the next paragraph, the Trust shall be entitled to deal with the Depositary Depository for all purposes of this Agreement as the Holder and the sole holder of the Certificates and shall have no obligation to the beneficial owners thereof, and none of the Trust, the Trustees, or any agent of the Trust or the Trustees shall have any liability with respect to or responsibility for the records of the DepositaryDepository. (c) If the Depositary Depository elects to discontinue its services as securities depository, then or if requested by any Holder following an Event of Default, definitive Certificates shall be prepared by the Trustees as provided aboveTrustees. Upon surrender of the global Certificate or Certificates accompanied by registration instructions, the Trustees shall cause definitive Certificates to be delivered to the beneficial owners in accordance with the instructions of the DepositaryDepository. Neither the Trustees nor the Trust shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) Pending the preparation of definitive Certificates, the Managing Trustee may execute and the Paying Agent shall countersign and deliver temporary Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Paying Agent). Temporary Certificates shall be issuable as registered Certificates substantially in the form of the definitive Certificates but with such omissions, insertions and variations as may be appropriate for temporary Certificates, all as may be determined by the Trustees with the concurrence of the Paying Agent. Every temporary Certificate shall be executed by the Managing Trustee and be countersigned manually by the Paying Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Certificates. Without unreasonable delay delay, the Managing Trustee shall execute and shall furnish definitive Certificates to the Paying Agent and thereupon temporary Certificates may be surrendered in exchange therefor without charge at each office or agency of the Paying Agent and the Paying Agent shall countersign and deliver in exchange for such temporary Certificates definitive Certificates for a like aggregate number of Securities. Until so exchanged, the temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates.