Common use of Issuance of Units Clause in Contracts

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTC. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "“Trust Portfolio" ” in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("“DTC"”) of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's ’s direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTC. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) The GUC Trust shall issue Units to holders of Allowed General Unsecured Claims as provided in this Trust Agreement. As soon as reasonably practicable after the Reference holders of Initial Allowed General Unsecured Claims receive their initial distribution of New GM Securities pursuant to Section 5.2 of this Trust Agreement and receipt for deposited SecuritiesAgreement, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of they shall also receive the number of Units specified or, if requested equal to the amount of such Initial Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC rounded up or down to the account of the Depositor or, pursuant nearest whole Unit (with one-half being closer to the Depositor's direction and as hereafter providednext higher number for these purposes). Following the Effective Date, holders of Resolved Allowed General Unsecured Claims shall receive, at the account time such holders receive their initial distribution of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional New GM Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership5.3, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate a number of Units equal to be issued in respect the amount of such Additional Securities so depositedResolved Allowed General Unsecured Claims multiplied by the Unit Issuance Ratio, rounded up or down to the nearest whole Unit (with one-half being closer to the next higher number for these purposes); provided that, if the Units are freely negotiable and transferable pursuant to Section 3.6 of this Trust Agreement, the rounding of such Units as described in this Section 3.4 shall be subject to the procedures of DTC and its participants. Units will represent the contingent right to receive, on a pro rata basis as provided in the Plan, the Confirmation Order and this Trust Agreement, GUC Trust Distributable Assets that are not required for satisfaction of Resolved Allowed General Unsecured Claims. The Units shall be held solely in uncertificated form evidenced by appropriate notation in issued subject to all the registration books terms and conditions of the TrusteePlan, the Confirmation Order and no Unit holder shall be entitled this Trust Agreement. References in this Trust Agreement to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through to the DTC (record holders of such Units or its nomineeto the beneficial holders of the Units, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCas the context requires. (12b) With respect to the claims of beneficial holders of debt securities arising out of or relating to the Note Claims and Eurobond Claims, the GUC Trust shall issue additional Units to the Indenture Trustees and Fiscal and Paying Agents, to the extent necessary to provide each such beneficial holder with a number of Units equal to the number of Units such holder would receive had its claim been treated as an Initial Allowed General Unsecured Claim hereunder. (c) As provided in Section 2.05(a7.5 hereof, the GUC Trust Administrator may also hold back and retain Units otherwise issuable pursuant to this section with respect to Allowed General Unsecured Claims that are subject to tax withholding, and the GUC Trust Administrator shall apply amounts distributed in respect of such retained Units to satisfy such tax withholding obligations. (d) is hereby amended Following the final Distribution Date, all outstanding Units shall be deemed cancelled and replaced in its entirety as follows:shall cease to be outstanding.

Issuance of Units. By executing (a) The GUC Trust shall issue Units to holders of Allowed General Unsecured Claims as provided in this Trust Agreement. As soon as reasonably practicable after the Reference holders of Initial Allowed General Unsecured Claims receive their initial distribution of New GM Securities pursuant to Section 5.2 of this Trust Agreement and receipt for deposited SecuritiesAgreement, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of they shall also receive the number of Units specified or, if requested equal to the amount of such Initial Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC rounded up or down to the account nearest whole Unit (with one-half being closer to the next higher number for these purposes). Following the Effective Date, holders of Resolved Allowed General Unsecured Claims shall receive, at the Depositor or, time such holders receive their initial distribution of GUC Trust Distributable Assets pursuant to the Depositor's direction and as hereafter providedSection 5.3, the account of the issuer of the Letter of Credit referred to in Section 2.01. The a number of Units in a Trust may be increased through a split equal to the amount of such Resolved Allowed General Unsecured Claims multiplied by the Unit Issuance Ratio, rounded up or down to the nearest whole Unit (with one-half being closer to the next higher number for these purposes); provided that, if the Units or decreased through a reverse split thereofare freely negotiable and transferable pursuant to Section 3.6 of this Trust Agreement, the rounding of such Units as directed by described in this Section 3.4 shall be subject to the Depositorprocedures of DTC and its participants. Units will represent the contingent right to receive, on any day on which a pro rata basis as provided in the Depositor is Plan, the only Unitholder Confirmation Order, the Liquidation Order and this Trust Agreement, GUC Trust Distributable Assets that are not required for satisfaction of such Trust, which revised number of Resolved Allowed General Unsecured Claims. The Units shall be recorded by issued subject to all the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, terms and conditions of the aggregate number of Units Plan, the Confirmation Order, the Liquidation Order and this Trust Agreement. References in this Trust Agreement to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through to the DTC (record holders of such Units or its nomineeto the beneficial holders of the Units, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCas the context requires. (12b) With respect to the claims of beneficial holders of debt securities arising out of or relating to the Note Claims and Eurobond Claims, the GUC Trust shall issue additional Units to the Indenture Trustees and Fiscal and Paying Agents, to the extent necessary to provide each such beneficial holder with a number of Units equal to the number of Units such holder would receive had its claim been treated as an Initial Allowed General Unsecured Claim hereunder. (c) As provided in Section 2.05(a7.5 hereof, the GUC Trust Administrator may also hold back and retain Units otherwise issuable pursuant to this section with respect to Allowed General Unsecured Claims that are subject to tax withholding, and the GUC Trust Administrator shall apply amounts distributed in respect of such retained Units to satisfy such tax withholding obligations. (d) is hereby amended Following the final Distribution Date, all outstanding Units shall be deemed cancelled and replaced in its entirety as follows:shall cease to be outstanding.

Issuance of Units. By executing Capitalized terms used in this Section 4.6 and not otherwise defined shall have the Reference Trust meaning given such terms in the Partnership Agreement. (a) The Partnership Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt shall be amended effective as of the deposit of the Securities listed under the "Trust Portfolio" Closing Date by amendment thereto substantially in the Prospectus and referred form attached hereto as Exhibit I (the “Partnership Amendment”), to in Section 2.01 hereof, and simultaneously with add an exhibit that will provide for the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split issuance of the Units or decreased through a reverse split thereof, to Contributor as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its booksprovided herein. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect connection with the transactions herein contemplated have been, or prior to the Closing Date will have been, duly authorized for issuance by the Partnership to Contributor and, on the Closing Date, will be validly issued and when issued will be fully paid and non-assessable, free and clear of any mortgage, pledge, lien, encumbrance, security interest, claim or right of interest of any third party of any nature whatsoever. The rights and obligations of Unit holders will be as set forth in the Partnership Agreement, provided that, a transfer of the Units by Contributor to any of its partners (a “Contributor Partner”) that satisfies the criteria set forth in Section 4.6(b) of this Agreement shall be excepted from the restrictions of subsections 9.5(a) of the Partnership Agreement, and such Contributor Partner transferee shall be admitted as a limited partner of the Partnership, fully excepted from the provisions of Section 9.6(a)(i) of the Partnership Agreement. In addition, any Contributor Partner that receives Units from the Contributor shall have the right to make donative Transfers of such Additional Units to immediate family members or trusts as contemplated in Section 9.5(d) of the Partnership Agreement. (b) With respect to the transfer of Units by Contributor to any Contributor Partner, the parties further agree that the provisions relating to a “Transfer” in Section 9.5 and Section 9.6 of the Partnership Agreement will be deemed to have been satisfied or discharged as to any such transfer to such Contributor Partner upon the following: (1) such Contributor Partner completes, executes and delivers to the Partnership the Subscriber Questionnaire in the form attached hereto as Exhibit J; (2) such Contributor Partner executes and delivers to the Partnership the Power of Attorney and Limited Partner Signature Page in the form attached hereto as Exhibit K; (3) such Contributor Partner executes and delivers to the Partnership a letter in the form of Exhibit L attached hereto; (4) such Contributor Partner executes and delivers to Company the signature page to the Registration Rights Agreement, the form of which is attached hereto as Exhibit H; (5) such Contributor Partner is an “accredited investor” within the meaning of Rule 501 of the Securities so deposited. Act, as evidenced by the Subscriber Questionnaire; and (6) if such Contributor Partner is a corporation, partnership or trust, such Contributor Partner shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a limited partner of the Partnership; and Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale (7) the Partnership shall not have received an opinion from legal counsel that there has been a change in the Securities Act or any applicable federal or state securities or “Blue Sky” law, (including investment suitability standards) which would require registration under the Securities Act of the Units being transferred to the Contributor Partner. (c) Notwithstanding Section 9.5(a) of the Partnership Agreement, at any time after Closing, the Units, exclusive of the Pledged Units, may be pledged at any time to secure indebtedness of any Contributor Partner that has been admitted as a limited partner of the Partnership; provided, however, any pledgee of such Units shall be held solely subject to the restrictions set forth in uncertificated form evidenced by appropriate notation this Agreement pertaining to the Lock-Up Period, such that until the expiration of the Lock-Up Period, any pledgee of such Units shall not be permitted to sell, pledge, assign or otherwise transfer the Units, or cause the sale, pledge, assignment or other transfer of the Units, or exercise any rights or remedies it may have under the terms and conditions of such pledge which results in the registration books sale, pledge, assignment or transfer of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCUnits. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) The GUC Trust shall issue Units to holders of Allowed General Unsecured Claims as provided in this Trust Agreement. At such time as the Reference holders of Initial Allowed General Unsecured Claims receive their initial distribution of New GM Securities pursuant to Section 5.2 of this Trust Agreement and receipt for deposited SecuritiesAgreement, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of they shall also receive the number of Units specified or, if requested equal to the amount of such Initial Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC rounded up or down to the account of the Depositor or, pursuant nearest whole Unit (with one-half being closer to the Depositor's direction and as hereafter providednext higher number for these purposes). Following the Effective Date, holders of Resolved Allowed General Unsecured Claims shall receive, at the account time such holders receive their initial distribution of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional New GM Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership5.3, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate a number of Units equal to be issued in respect the amount of such Additional Securities so depositedResolved Allowed General Unsecured Claims multiplied by the Unit Issuance Ratio, rounded up or down to the nearest whole Unit (with one-half being closer to the next higher number for these purposes). Units will represent the contingent right to receive, on a pro rata basis as provided in the Plan, the Confirmation Order and this Trust Agreement, GUC Trust Distributable Assets that are not required for satisfaction of Resolved Allowed General Unsecured Claims. The Units shall be held solely in uncertificated form evidenced by appropriate notation in issued subject to all the registration books terms and conditions of the TrusteePlan, the Confirmation Order and no Unit holder shall be entitled this Trust Agreement. References in this Trust Agreement to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through to the DTC (record holders of such Units or its nomineeto the beneficial holders of the Units, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCas the context requires. (12b) With respect to the claims of beneficial holders of debt securities arising out of or relating to the Note Claims and Eurobond Claims, the GUC Trust shall issue additional Units to the Indenture Trustees and Fiscal and Paying Agents, to the extent necessary to provide each such beneficial holder with a number of Units equal to the number of Units such holder would receive had its claim been treated as an Initial Allowed General Unsecured Claim hereunder. (c) As provided in Section 2.05(a7.5 hereof, the GUC Trust Administrator may also hold back and retain Units otherwise issuable pursuant to this section with respect to Allowed General Unsecured Claims that are subject to tax withholding, and the GUC Trust Administrator shall apply amounts distributed in respect of such retained Units to satisfy such tax withholding obligations. (d) is hereby amended Following the final Distribution Date, all outstanding Units shall be deemed cancelled and replaced in its entirety as follows:shall cease to be outstanding.

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the (a) The Trustee will thereby acknowledge hereby acknowledges receipt of the deposit of the Securities listed under in Schedule A to the "Trust Portfolio" in the Prospectus Agreement and referred to in Section 2.01 hereofhereof and, and simultaneously with the receipt of said deposit, has recorded on its booksbooks the ownership, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus Trust Agreement and has delivered, to or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, therefor delivered documentation evidencing the ownership of the number of Units specified or, if requested by substantially in the Depositor, form above recited representing the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its booksthose Units. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 Supplemental Trust Agreement, it shall acknowledge that the Additional additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional additional Securities so deposited. , and shall, if so requested, execute documentation substantially in the form above recited representing the ownership of an aggregate number of those Units. (b) Units shall will be held solely in uncertificated form evidenced unless the Trust Fund Prospectus provides otherwise. Under the terms and conditions of the Trust Agreement and this Agreement and at such times as are permitted by the Trustee, Units may also be held in certificated form. Unitholders may elect to have their Units held in certificated form by making a written request to the Trustee requesting Units be held in certificated form. The Trustee is entitled to specify the minimum denomination of any Certificate issued. The Trustee shall, at the request of the holder of any Units held in uncertificated form, issue a new Certificate to evidence such Units and at such time make an appropriate notation in the registration books of the Trustee, and no Unit . The rights set forth in this Agreement of any holder of Units held in certificated form shall be entitled to the issuance same as those of a Certificate evidencing the Units owned by such Unit holderany other Unitholder. The only permitted registered holders of Units shall Certificates may be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant transferred as provided in DTCArticle VI. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) Upon the Reference Trust Agreement and receipt for deposited Securities, Custodian’s confirmation to the Trustee will thereby acknowledge Transfer Agent of the Custodian’s receipt of the deposit of the Securities listed under the "Trust Portfolio" identified in the Prospectus and related Series MSA Supplement, cash and/or Letters of Credit referred to in Section 2.01 hereof2.01(a) hereof and, and simultaneously with respect to a Derivatives Trust Series, upon the receipt of said deposit, has recorded execution by the Depositor on its books, for each behalf of the plans related Series of distribution provided for in Trust of one or more Derivative Agreements, the Prospectus, Transfer Agent shall record the ownership by the Depositor Depositor, or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01related Series MSA Supplement. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the DepositorDepositor in writing, on any day on which the Depositor is the only Unitholder of such TrustUnitholder, which revised number of Units shall be recorded by the Trustee on its booksTransfer Agent. The Trustee hereby agrees that on With respect to any Series, upon the date Custodian’s confirmation to the Transfer Agent of any deposit Deposit of Additional additional Securities pursuant with the Custodian, and, with respect to Section 2.05 it a Derivatives Trust Series, upon the Depositor’s entering into any additional Derivative Transactions, the Transfer Agent shall acknowledge that record the Additional Securities identified therein have been deposited with it by recording on its books the ownership, ownership by the Depositor Depositor, or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units of the related Series to be issued in respect of such Additional additional Securities so depositeddelivered or the amount of such additional Derivative Transaction. If so requested, the Transfer Agent shall provide the Depositor written confirmation of the recording of such ownership. (b) Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the TrusteeTransfer Agent, and no Unit holder Unitholder shall be entitled to the issuance of a Certificate certificate evidencing the Units owned by such Unit holderUnitholder. The only permitted registered holders holder of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTC. Notwithstanding the foregoing, the Transfer Agent is authorized to, and shall when requested by DTC, issue to DTC (or its nominee, Cede & Co.), balance certificates evidencing all Units of each Series of Trust held by DTC from time to time, in such form as DTC shall specify. Should DTC cease to be the registered holder of Units in a Series of Trust, the Transfer Agent may either register Units in such names as DTC shall direct or dissolve the relevant Series of Trust in the manner provided in Section 9.02 and shall have no liability to any person for such dissolution. (12c) For all purposes of the administration of the Series of Trust, a Unit created by a supplemental deposit pursuant to Section 2.05(a2.01 or by a subscription pursuant to Section 2.01(i) is hereby amended shall be treated as outstanding on the first Business Day following the relevant deposit or subscription, respectively, and replaced in its entirety a Unit tendered for redemption shall be treated as follows:no longer outstanding on the first Trading Day following the Transfer Agent’s receipt of the tendered Unit.

Issuance of Units. By executing ‌ (a) Subject to the Reference Trust Agreement terms and receipt for deposited Securitiesconditions of this Agreement, including Section 14 and the terms of any Preferred Units (including the Series A Preferred Units), the Trustee will thereby acknowledge receipt Board is authorized in its sole and complete discretion to cause the Company to issue, on such terms and conditions as the Board shall reasonably determine, additional Membership Interests or Units, which Membership Interests or Units may be of the deposit same or different class from the Membership Interests and Units which are outstanding prior to such issuance, at any time or from time to time to existing Members or to other Persons, and to admit such other Persons to the Company as Additional Company Security Holders subject to the terms and conditions of this Agreement. In connection therewith, the Securities listed under Board shall, subject to the "Trust Portfolio" terms and conditions of this Agreement, including Section 14 and the terms of any Preferred Units (including the Series A Preferred Units) have sole and complete discretion to create new classes or series of Membership Interests or Units (in addition to the existing classes of Membership Interests and Units), with such designations, preferences and relative, participating, optional or other special rights, powers and duties, as shall be fixed by the Board in the Prospectus and referred exercise of its reasonable discretion. Schedule B may be amended by the Board or its designee (without the consent or approval of any Member) from time to in Section 2.01 hereoftime to reflect issuances, transfers or assignments of Company Securities permitted by, and simultaneously effected in accordance with the receipt terms of, this Agreement, as well as admissions or permitted withdrawals of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, Members pursuant to the Depositor's direction and as hereafter provided, the account terms of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCthis Agreement. (12b) Without limiting the generality of paragraph (a) above, but subject to the terms and conditions of this Agreement, including Section 2.05(a14 and the terms of any Preferred Units (including the Series A Preferred Units), the Board may establish and implement one or more Company Plans under which Membership Interests or Units or options to acquire Membership Interests or Units of the Company may be issued or granted to employees of the Company or its controlled Affiliates. Notwithstanding anything to the contrary contained herein, in addition to any conditions or restrictions on any class of Membership Interests or Units contained in this Agreement, any such Membership Interests or Units or options to acquire Membership Interests or Units may also be subject to such other conditions and restrictions (including vesting) is hereby amended as determined by the Board and replaced set forth in its entirety as follows:an agreement executed and delivered in connection with any such issuance or grant.

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the (a) The Trustee will thereby acknowledge hereby acknowledges receipt of the deposit of the Securities listed under in Schedule A to the "Trust Portfolio" in the Prospectus Agreement and referred to in Section 2.01 hereofhereof and, and simultaneously with the receipt of said deposit, has recorded on its booksbooks the ownership, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01Agreement. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed in writing by the Depositor, on at any day on which time when the Depositor is the only Unitholder beneficial holder of such TrustUnits, which revised number of Units shall be recorded by the Trustee on its books. The Trustee shall be entitled to rely on the Depositor's direction as certification that no person other than the Depositor has a beneficial interest in the Units and the Trustee shall have no liability to any person for action taken pursuant to such direction. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 additional Securities, it shall acknowledge that the Additional additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional additional Securities so deposited. . (b) Units shall will be held solely in uncertificated form evidenced unless the Trust Fund Prospectus provides otherwise. Under the terms and conditions of the Trust Agreement and this Agreement and at such times as are permitted by the Trustee, Units may also be held in certificated form. Unitholders may elect to have their Units held in certificated form by making a written request to the Trustee requesting Units be held in certificated form. The Trustee is entitled to specify the minimum denomination of any Certificate issued. The Trustee shall, at the request of the holder of any Units held in uncertificated form, issue a new Certificate to evidence such Units and at such time make an appropriate notation in the registration books of the Trustee, and no Unit . The rights set forth in this Agreement of any holder of Units held in certificated form shall be entitled to the issuance same as those of a Certificate evidencing the Units owned by such Unit holderany other Unitholder. The only permitted registered holders of Units shall Certificates may be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant transferred as provided in DTCArticle VI. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTC. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) Subject to the Reference Trust Agreement terms and receipt for deposited Securitiesconditions of this Agreement, including Section 14 and the terms of any Preferred Units (including the Series A Preferred Units), the Trustee will thereby acknowledge receipt Board is authorized in its sole and complete discretion to cause the Company to issue, on such terms and conditions as the Board shall reasonably determine, additional Membership Interests or Units, which Membership Interests or Units may be of the deposit same or different class from the Membership Interests and Units which are outstanding prior to such issuance, at any time or from time to time to existing Members or to other Persons, and to admit such other Persons to the Company as Additional Company Security Holders subject to the terms and conditions of this Agreement. In connection therewith, the Securities listed under Board shall, subject to the "Trust Portfolio" terms and conditions of this Agreement, including Section 14 and the terms of any Preferred Units (including the Series A Preferred Units) have sole and complete discretion to create new classes or series of Membership Interests or Units (in addition to the existing classes of Membership Interests and Units), with such designations, preferences and relative, participating, optional or other special rights, powers and duties, as shall be fixed by the Board in the Prospectus and referred exercise of its reasonable discretion. Schedule B may be amended by the Board or its designee (without the consent or approval of any Member) from time to in Section 2.01 hereoftime to reflect issuances, transfers or assignments of Company Securities permitted by, and simultaneously effected in accordance with the receipt terms of, this Agreement, as well as admissions or permitted withdrawals of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, Members pursuant to the Depositor's direction and as hereafter provided, the account terms of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCthis Agreement. (12b) Without limiting the generality of paragraph (a) above, but subject to the terms and conditions of this Agreement, including Section 2.05(a14 and the terms of any Preferred Units (including the Series A Preferred Units), the Board may establish and implement one or more Company Plans under which Membership Interests or Units or options to acquire Membership Interests or Units of the Company may be issued or granted to employees of the Company or its controlled Affiliates. Notwithstanding anything to the contrary contained herein, in addition to any conditions or restrictions on any class of Membership Interests or Units contained in this Agreement, any such Membership Interests or Units or options to acquire Membership Interests or Units may also be subject to such other conditions and restrictions (including vesting) is hereby amended as determined by the Board and replaced set forth in its entirety as follows:an agreement executed and delivered in connection with any such issuance or grant.

Issuance of Units. By executing (a) The Company hereby issues to the Reference Trust Unit Holder the number of Incentive Units set forth below the Unit Holder’s name on the signature page hereto, on the terms and conditions set forth in this Agreement and receipt for deposited Securitiesin the Operating Agreement. (b) The Hurdle Amount per Incentive Unit shall be as set forth below the Unit Holder’s name on the signature page attached hereto. The Company shall have full discretion and authority to make all calculations, interpretations or other determinations relating to the Hurdle Amount, and all such decisions shall be final and binding upon the Unit Holder or any beneficiary of the Unit Holder. (c) In connection with the acquisition of the Incentive Units hereunder, the Trustee Unit Holder represents and warrants to the Company that: (i) the Incentive Units to be acquired by the Unit Holder pursuant to this Agreement will thereby acknowledge receipt of be acquired for the deposit Unit Holder’s own account, for investment only and not with a view to, or intention of, distribution thereof in violation of the Securities listed Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Incentive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws or this Agreement or the Operating Agreement; (ii) the Unit Holder is either an employee, officer, director, member, manager, agent, consultant or independent contractor of the Company or one of its Subsidiaries (or of a third-party management company providing services to the Company or one of its Subsidiaries) or is a trust or other estate planning entity established on behalf of such an employee, officer, director, agent, consultant or independent contractor of the Company or one of its Subsidiaries or of a third-party management company providing services to the Company or one of its Subsidiaries, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him or her to understand and evaluate the risks and benefits of his or her investment in the Incentive Units; (iii) the Unit Holder has no need for liquidity in his or her investment in the Incentive Units and is able to bear the economic risk of his or her investment in the Incentive Units for an indefinite period of time and understands that the Incentive Units have not been registered or qualified under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereofSecurities Act or any applicable state securities laws, and simultaneously with the receipt of said deposit, has recorded on its books, for each by reason of the plans issuance of distribution provided for the Incentive Units in a transaction exempt from the Prospectus, registration and qualification requirements of the ownership by the Depositor Securities Act or such other person state securities laws and, therefore, cannot be sold unless subsequently registered or persons qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (iv) the Unit Holder understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Unit Holder) promulgated under the Securities Act depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (v) the Unit Holder has had an opportunity to ask questions and receive answers concerning the Company as may be indicated by he or she has requested; (vi) the Depositor, of Unit Holder understands that the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the Unit Holder’s ownership of the number Incentive Units will have tax consequences to the Unit Holder, including, without limitation, responsibility to pay taxes from Company profits allocated to the Incentive Units under the Operating Agreement; and the Unit Holder has had opportunity to discuss the foregoing matters with the Unit Holder’s tax advisor; and (vii) if and only if the “Unit Holder” party to this Agreement is a trust or other estate planning vehicle established by an employee, officer, director, member, manager, agent, consultant or independent contractor of Units specified orthe Company or one of its Subsidiaries (or of a third-party management company providing services to the Company or one of its Subsidiaries) (in any such case, if requested by the Depositora “Principal”), the ownership by Unit Holder expressly acknowledges and agrees that (A) the Depository Trust Company ("DTC") grant of all such Incentive Units and will cause such Units to be credited at DTC hereunder is expressly conditional on the ongoing service of the Principal to the account Company or one of the Depositor orits Subsidiaries, (B) any rights granted to Unit Holder hereunder and pursuant to the Depositor's direction Operating Agreement shall cease and as hereafter provided, be of no further force or effect upon the account cessation of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units employment or decreased through a reverse split thereof, as directed service by the Depositor, on any day on which Principal with respect to the Depositor is the only Unitholder Company or one of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge Subsidiaries (except that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder Holder shall be entitled to retain any Vested Incentive Units that became vested prior to such cessation of employment or service by the issuance Principal subject to the terms of this Agreement) and (C) the restrictive covenants set forth in Section 5 of this Agreement shall apply to any Principal as if such Principal was a Certificate evidencing direct party to this Agreement, and any breach by a Principal of the Units owned by such Unit holder. The only permitted registered holders provisions of Units said Section 5 shall be through specifically enforceable against Unit Holder in addition to any available remedy of the DTC (Company or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCSubsidiaries against such Principal. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) Upon the Reference Trust Agreement and receipt for deposited Securities, Custodian’s confirmation to the Trustee will thereby acknowledge Transfer Agent of the Custodian’s receipt of the deposit of the Securities listed under the "Trust Portfolio" identified in the Prospectus and related Series MSA Supplement, cash and/or Letters of Credit referred to in Section 2.01 hereof2.01(a) hereof and, and simultaneously with respect to a Derivatives Trust Series, upon the receipt of said deposit, has recorded execution by the Depositor on its books, for each behalf of the plans related Series of distribution provided for in Trust of one or more Derivative Agreements, the Prospectus, Transfer Agent shall record the ownership by the Depositor Depositor, or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01related Series MSA Supplement. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the DepositorDepositor in writing, on any day on which the Depositor is the only Unitholder of such TrustUnitholder, which revised number of Units shall be recorded by the Trustee on its booksTransfer Agent. The Trustee hereby agrees that on With respect to any Series, upon the date Custodian’s confirmation to the Transfer Agent of any deposit Deposit of Additional additional Securities pursuant with the Custodian, and, with respect to Section 2.05 it a Derivatives Trust Series, upon the Depositor’s entering into of any additional Derivative Transactions, the Transfer Agent shall acknowledge that record the Additional Securities identified therein have been deposited with it by recording on its books the ownership, ownership by the Depositor Depositor, or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units of the related Series to be issued in respect of such Additional additional Securities so depositeddelivered or the amount of such additional Derivative Transaction. If so requested, the Transfer Agent shall provide the Depositor written confirmation of the recording of such ownership. (b) Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the TrusteeTransfer Agent, and no Unit holder Unitholder shall be entitled to the issuance of a Certificate certificate evidencing the Units owned by such Unit holderUnitholder. The only permitted registered holders holder of Units shall be through the DTC Depository Trust Company (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCDepository Trust Company. Notwithstanding the foregoing, the Transfer Agent is authorized to, and shall when requested by Depository Trust Company, issue to Depository Trust Company (or its nominee, Cede & Co.), balance certificates evidencing all Units of each Series of Trust held by Depository Trust Company from time to time, in such form as Depository Trust Company shall specify. Should the Depository Trust Company cease to be the registered holder of Units in a Series of Trust , the Transfer Agent may either register Units in such names as Depository Trust Company shall direct or dissolve the relevant Series of Trust in the manner provided in Section 9.02 and shall have no liability to any person for such dissolution. (12c) For all purposes of the administration of the Series of Trust, a Unit created by a supplemental deposit pursuant to Section 2.05(a2.01 or by a subscription pursuant to Section 2.01(i) is hereby amended shall be treated as outstanding on the first Business Day following the deposit or subscription, respectively, and replaced in its entirety a Unit tendered for redemption shall be treated as follows:no longer outstanding on the first Trading Day following the Transfer Agent’s receipt of the tendered Unit.

Issuance of Units. By executing (a) As of the Reference Trust Agreement and receipt for deposited SecuritiesEffective Time, the Trustee will thereby acknowledge receipt Trust hereby issues [ ] Units to the Exchange Agent for distribution to the holders of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus Company Common Stock and referred [ ] Units to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust (including [ ] Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01Convertible Units). The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued by the Trust to the Exchange Agent and the Depositor, as applicable, shall be uncertificated and ownership thereof evidenced by entry of a notation in respect an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee (“Book-Entry Units”). The Unitholders (including the Depositor for so long as any Units are registered in Depositor’s name) shall be the sole beneficial owners of the Trust Estate and the Trust. Upon the surrender and exchange of the shares of Company Common Stock in accordance with the Merger Agreement or the distribution of the Company Convertible Units to the holders of the Company Convertible Securities in accordance with the respective terms of the underlying governing documents of the Company Convertible Securities and the Merger Agreement, the Exchange Agent or Depositor, as applicable shall notify the Trustee or a transfer agent designated by the Trustee and the ownership of such Additional Securities Units so deposited. Units exchanged or distributed shall be held solely in uncertificated form evidenced by appropriate notation reflected in the registration books ledger maintained for such purpose by the Trustee or transfer agent designated by the Trustee. (b) If the Units have not satisfied the MPC for the NYSE or NASDAQ within nine (9) months of the TrusteeClosing, then Depositor shall use its commercially reasonable best efforts to direct the Trustee to cause a vote of Unitholders to be held within (i) if there is not an SEC review of the proxy materials, eleven (11) months of the Closing or (ii) if there is an SEC review of the proxy materials, sixty (60) days following the conclusion of such review, and no in each case in accordance with Section 8.3 hereof, to approve any subdivision, split or combination of Units, the effect of which shall be in accordance with Section 3.20(k) hereof and would be expected to result in a price per Unit holder following such subdivision, split or combination that exceeds the MPC for the NYSE or NASDAQ, as applicable. If such subdivision, split or combination of Units is approved by the Unitholders in accordance with Section 8.3, the Depositor shall use its commercially reasonable best efforts (as such term is defined in Section 3.16(c)) to fulfill its obligations pursuant to Section 3.16(c). For the avoidance of doubt, any Units owned by Depositor or its Affiliates shall be deemed outstanding for all purposes, including the right to vote such Units, and shall be entitled to vote such Units in any vote to approve any subdivision, split or combination of Units (and shall vote such Units in favor of approving any such subdivision, split or combination proposed by Depositor in connection with this Section 2.5(b)), and no such vote shall be deemed to present a material conflict of interest between Depositor or its Affiliates, on the issuance of a Certificate evidencing one hand, and the Units owned by such Unit holderUnitholders other than Depositor or its Affiliates, on the other hand. The only permitted registered holders Trust is hereby authorized to issue such additional number of Units shall be through the DTC (as is required from time to time in connection with any such subdivision, split or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCcombination. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing The Units are duly authorized, and when issued and paid for in accordance with the Reference Trust Agreement terms hereof, shall be validly issued, fully paid and receipt for deposited Securitiesnonassessable, free and clear of all liens, encumbrances, and rights of first refusal of any kind (collectively, "Liens"). The Units upon issuance will not subject the holders thereof to personal liability by reason of being such holders. The Company has and, at the Initial Closing Date and the each Subsequent Closing Date (each, a "Closing Date"), as the case may be, will have and at all times while the Shares and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, the Trustee will thereby acknowledge receipt Warrants and the Certificate of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred Designation with respect to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") Shares and Warrants issued and outstanding at such Closing Date and in no circumstances shall such reserved and available shares of all such Units and will cause such Units to Common Stock be credited at DTC to the account less than 175% of the Depositor or, maximum number of shares of Common Stock which would be issuable upon conversion of the Shares and upon exercise of the Warrants issued pursuant to the Depositor's direction terms hereof with respect to the number of Shares and Warrants issued and outstanding at such Closing Date were such conversion or exercise, as hereafter providedthe case may be, effected on the Initial Closing Date. The shares of Common Stock issuable upon conversion of the Shares are referred to herein as the "Underlying Shares." When issued in accordance with the Certificate of Designation, the account Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens. The shares of Common Stock issuable upon exercise of the issuer of the Letter of Credit Warrants are referred to herein as the "Warrant Shares." When issued and paid for in Section 2.01accordance with the Warrant, the Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens. The number of Units in a Trust may be increased through a split of Shares, the Units or decreased through a reverse split thereofWarrants, the Underlying Shares and the Warrant Shares are referred to herein as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTC"Securities. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:"

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the (a) The Trustee will thereby acknowledge hereby acknowledges receipt of the deposit of the Securities listed under in Schedule A to the "Trust Portfolio" in the Prospectus Agreement and referred to in Section 2.01 hereofhereof and, and simultaneously with the receipt of said deposit, has recorded on its booksbooks the ownership, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01Agreement. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed in writing by the Depositor, on at any day on which time when the Depositor is the only Unitholder beneficial holder of such TrustUnits, which revised number of Units shall be recorded by the Trustee on its books. The Trustee shall be entitled to rely on the Depositor's direction as certification that no person other than the Depositor has a beneficial interest in the Units and the Trustee shall have no liability to any person for action taken pursuant to such direction. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 additional Securities, it shall acknowledge that the Additional additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional additional Securities so deposited. . (b) Units shall will be held solely in uncertificated form evidenced unless the Trust Fund Prospectus provides otherwise. If so provided in the Prospectus for a Trust Fund, under the terms and conditions of the Trust Agreement and this Agreement and at such times as are permitted by the Trustee, Units may also be held in certificated form. Unitholders may elect to have their Units held in certificated form by making a written request to the Trustee requesting Units be held in certificated form. The Trustee is entitled to specify the minimum denomination of any Certificate issued. The Trustee shall, at the request of the holder of any Units held in uncertificated form, issue a new Certificate to evidence such Units and at such time make an appropriate notation in the registration books of the Trustee, and no Unit . The rights set forth in this Agreement of any holder of Units held in certificated form shall be entitled to the issuance same as those of a Certificate evidencing the Units owned by such Unit holderany other Unitholder. The only permitted registered holders of Units shall Certificates may be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant transferred as provided in DTCArticle VI. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) Reasonably promptly after the Reference Trust Agreement and receipt for deposited SecuritiesIssue Date, the Trustee will thereby acknowledge receipt of Company shall record in its books and records the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereofaward made pursuant hereto, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC including amending Schedule A to the account of LLC Agreement to reflect the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCsame. (12b) Section 2.05(aUnless otherwise determined by the Company, the Units shall not be certificated. If, however, the Units are certificated, such certificate shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE FC HOLDCO LLC LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF JANUARY 1, 2015 (AS FURTHER AMENDED FROM TIME TO TIME, THE “LLC AGREEMENT”) AND AN INCENTIVE UNITS AWARD AGREEMENT BETWEEN FC HOLDCO LLC AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AMONG OTHER RESTRICTIONS AND OBLIGATIONS. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH LLC AGREEMENT AND INCENTIVE UNITS GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH LLC AGREEMENT AND INCENTIVE UNITS GRANT AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF FC HOLDCO LLC” If the Units are in book entry form, they may be subject to electronic coding or stop order indicating that such Units are restricted by the terms of this Agreement and the other agreements to which the Employee Member is hereby amended bound (including, without limitation, the LLC Agreement). Such legend, electronic coding or stop order shall not be removed until such Units vest and replaced no longer are subject to forfeiture or repurchase. The Company may, in its entirety as follows:the sole discretion of the Board, retain custody of any certificated units until such Units are vested and no longer are subject to forfeiture or repurchase.

Issuance of Units. By executing (a) The Trust shall issue Units to holders of Allowed General Unsecured Claims as provided in this Trust Agreement. On the Reference Trust Agreement and receipt for deposited SecuritiesInitial GUC Distribution Date, the Trustee will thereby acknowledge receipt holders of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of Initial Allowed General Unsecured Claims shall receive the number of Units specified or, if requested equal to the amount of such Initial Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC rounded up or down to the account nearest whole Unit. Following the Initial GUC Distribution Date, holders of Resolved Allowed General Unsecured Claims shall receive the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split equal to the amount of the Units or decreased through a reverse split thereof, as directed such Resolved Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, rounded up or down to the nearest whole Unit. Units will represent the contingent right to receive, on any day on which a pro rata basis as provided in the Depositor is Plan, the only Unitholder of such TrustConfirmation Order and this Trust Agreement, which revised number of Excess GUC Distributable Trust Assets. The Units shall be recorded by issued subject to all the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, terms and conditions of the aggregate number of Units Plan, the Confirmation Order and this Trust Agreement. References in this Trust Agreement to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through to the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCrecord holders of such Units. (12b) As provided in Section 2.05(a7.5 hereof, the Trust Administrator may retain Units otherwise issuable pursuant to this section with respect to Allowed General Unsecured Claims that are subject to withholding, and the Trust Administrator shall apply amounts distributed in respect of such retained Units to satisfy such withholding obligations. (c) Notwithstanding the foregoing, if as of the Initial GUC Distribution Date, the total amount of the Disputed General Unsecured Claims in the aggregate is hereby amended less than 0.5% of the Current Total Amount, no Units shall be distributed and replaced any GUC Distributable Trust Assets remaining after satisfaction of all Initial Allowed General Unsecured Claims and any other obligations of the Trust shall be disposed of as set forth in its entirety as follows:the last sentence of Section 2.6(b).

Issuance of Units. By executing Pursuant to the Reference LLC Operating Agreement, LLC Distributions to each Class B LLC Interest Holder that was also a Unitholder on both (i) the LLC Record Date, and (ii) the date of such LLC Distribution, shall be by the issuance of Units (or Fractional Units) in the Trust pursuant to Section 13 of this Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for their respective LLC Distribution, provided that such Securitiesissuance shall be directly by the Trust and not by or through registered brokers. To the extent permitted by applicable law and not prohibited by any other provision of this Trust Agreement, cash the Managing Owner shall issue such Units (or a letter Fractional Units) to such Class B LLC Interest Holders upon receipt by the Managing Owner from the LLC Manager of credit(i) the applicable LLC Distribution, documentation evidencing and (ii) the ownership names of the number Class B LLC Interest Holders that shall be purchasing Units (or Fractional Units) with their stated share of such LLC Distribution. Each Unitholder that at the applicable time is also a Class B LLC Interest Holders, without further action, consents to, and directs the Managing Owner to accept such Unitholder’s share of the LLC Distribution in consideration for, and hereby directs the Managing Owner to issue such Units specified or, if requested by the Depositor(or Fractional Units) to such Unitholder. If upon receipt of such LLC Distribution, the ownership by the Depository Trust Company Managing Owner determines either ("DTC"i) of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in that any Class B LLC Interest Holder that was a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of LLC Record Date and at any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that time after the Additional Securities identified therein have been deposited with it by recording on its books the ownershipLLC Record Date ceased being a Unitholder, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to (ii) the issuance of a Certificate evidencing Units (or Fractional Units) would not be in compliance with applicable law, the Units owned by Managing Owner shall promptly return to the LLC Manager the relevant portion of the LLC Distributions allocated to such Unit holderClass B LLC Interest Holder, all without any obligation or liability to the applicable Class B LLC Interest Holder. The only permitted registered holders purpose of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTC. (12) this Section 2.05(a26(h) is hereby amended to provide each Unitholder that is also a Class B LLC Interest Holder, the same economic effect, with respect to its Special Circumstance Units, as if such Unitholder’s Special Circumstance Units were not split between a continuing Unit in the Trust and replaced in its entirety as follows:a Class B LLC Unit.

Issuance of Units. By executing (a) The Company hereby issues to the Reference Trust Agreement Unit Holder the number of Incentive Units set forth below the Unit Holder’s name on the signature page hereto, on the terms and receipt for deposited Securitiesconditions set forth in this Agreement, the Trustee will thereby acknowledge receipt Plan and in the Operating Agreement. (b) The Hurdle Amount per Incentive Unit shall be as set forth below the Unit Holder’s name on the signature page attached hereto. The Company shall have full discretion and authority to make all calculations, interpretations or other determinations relating to the Hurdle Amount, and all such decisions shall be final and binding upon the Unit Holder or any beneficiary of the deposit Unit Holder. (c) In connection with the acquisition of the Incentive Units hereunder, the Unit Holder represents and warrants to the Company that: (i) the Incentive Units to be acquired by the Unit Holder pursuant to this Agreement will be acquired for the Unit Holder’s own account, for investment only and not with a view to, or intention of, distribution thereof in violation of the Securities listed Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Incentive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws or this Agreement, the Plan or the Operating Agreement; (ii) the Unit Holder is either an employee, officer, director, member, manager, agent, consultant or independent contractor of the Company or one of its Subsidiaries (or of a third-party management company providing services to the Company or one of its Subsidiaries) or is a trust or other estate planning entity established on behalf of such an employee, officer, director, agent, consultant or independent contractor of the Company or one of its Subsidiaries or of a third-party management company providing services to the Company or one of its Subsidiaries, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable him or her to understand and evaluate the risks and benefits of his or her investment in the Incentive Units, provided, however, that the Participant shall in all events constitute an “Eligible Person” pursuant to the Plan; (iii) the Unit Holder has no need for liquidity in his or her investment in the Incentive Units and is able to bear the economic risk of his or her investment in the Incentive Units for an indefinite period of time and understands that the Incentive Units have not been registered or qualified under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereofSecurities Act or any applicable state securities laws, and simultaneously with the receipt of said deposit, has recorded on its books, for each by reason of the plans issuance of distribution provided for the Incentive Units in a transaction exempt from the Prospectus, registration and qualification requirements of the ownership by the Depositor Securities Act or such other person state securities laws and, therefore, cannot be sold unless subsequently registered or persons qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (v) the Unit Holder understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Unit Holder) promulgated under the Securities Act depends on satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts; (vi) the Unit Holder has had an opportunity to ask questions and receive answers concerning the Company as may be indicated by he or she has requested; (vii) the Depositor, of Unit Holder understands that the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the Unit Holder’s ownership of the number Incentive Units will have tax consequences to the Unit Holder, including, without limitation, responsibility to pay taxes from Company profits allocated to the Incentive Units under the Operating Agreement; and the Unit Holder has had opportunity to discuss the foregoing matters with the Unit Holder’s tax advisor; and (viii) if and only if the “Unit Holder” party to this Agreement is a trust or other estate planning vehicle established by an employee, officer, director, member, manager, agent, consultant or independent contractor of Units specified orthe Company or one of its Subsidiaries (or of a third-party management company providing services to the Company or one of its Subsidiaries) (in any such case, if requested by the Depositora “Principal”), the ownership by Unit Holder expressly acknowledges and agrees that (A) the Depository Trust Company ("DTC") grant of all such Incentive Units and will cause such Units to be credited at DTC hereunder is expressly conditional on the ongoing service of the Principal to the account Company or one of the Depositor orits Subsidiaries, (B) any rights granted to Unit Holder hereunder and pursuant to the Depositor's direction Plan and as hereafter provided, the account Operating Agreement shall cease and be of no further force or effect upon the issuer cessation or termination of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units employment or decreased through a reverse split thereof, as directed service by the Depositor, on any day on which Principal with respect to the Depositor is the only Unitholder Company or one of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge Subsidiaries (except that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder Holder shall be entitled to retain any Vested Incentive Units that became vested prior to such cessation or termination of employment or service by the issuance Principal subject to the terms of this Agreement) and (C) the restrictive covenants set forth in Section 5 and other applicable provisions of this Agreement shall apply to any Principal as if such Principal was a Certificate evidencing direct party to this Agreement, and any breach by a Principal of the Units owned by such Unit holder. The only permitted registered holders provisions of Units said Section 5 or other provisions shall be through specifically enforceable against Unit Holder in addition to any available remedy of the DTC (Company or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCSubsidiaries against such Principal. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing the Reference Trust Agreement and receipt for deposited Securities, the (a) The Trustee will thereby acknowledge hereby acknowledges receipt of the deposit of the Securities listed under in Schedule A to the "Trust Portfolio" in the Prospectus Agreement and referred to in Section 2.01 hereofhereof and, and simultaneously with the receipt of said deposit, has recorded on its booksbooks the ownership, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus Trust Agreement and has delivered, to or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, therefor delivered documentation evidencing the ownership of the number of Units specified or, if requested by substantially in the Depositor, form above recited representing the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01those Units. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed in writing by the Depositor, on at any day on which time when the Depositor is the only Unitholder beneficial holder of such TrustUnits, which revised number of Units shall be recorded by the Trustee on its books. The Trustee shall be entitled to rely on the Depositor's direction as certification that no person other than the Depositor has a beneficial interest in the Units and the Trustee shall have no liability to any person for action taken pursuant to such direction. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 Supplemental Trust Agreement, it shall acknowledge that the Additional additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional additional Securities so deposited. , and shall, if so requested, execute documentation substantially in the form above recited representing the ownership of an aggregate number of those Units. (b) Units shall will be held solely in uncertificated form evidenced unless the Trust Fund Prospectus provides otherwise. Under the terms and conditions of the Trust Agreement and this Agreement and at such times as are permitted by the Trustee, Units may also be held in certificated form. Unitholders may elect to have their Units held in certificated form by making a written request to the Trustee requesting Units be held in certificated form. The Trustee is entitled to specify the minimum denomination of any Certificate issued. The Trustee shall, at the request of the holder of any Units held in uncertificated form, issue a new Certificate to evidence such Units and at such time make an appropriate notation in the registration books of the Trustee, and no Unit . The rights set forth in this Agreement of any holder of Units held in certificated form shall be entitled to the issuance same as those of a Certificate evidencing the Units owned by such Unit holderany other Unitholder. The only permitted registered holders of Units shall Certificates may be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant transferred as provided in DTCArticle VI. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing 5.1 The Subscriber agrees to deliver to the Reference Trust Agents, as soon as possible and, in any event, not later than 1:00 p.m. (Pacific time) on October [9], 2007: (a) this duly completed and executed Subscription Agreement; (b) a duly executed Canadian Accredited Investor Certificate attached hereto as Exhibit "A", if applicable; (c) a duly executed Registration Rights Agreement attached hereto as Exhibit "C" (required from ALL Subscribers), together with a duly completed selling security holder questionnaire attached thereto as an exhibit; (d) a duly executed Certificate of Additional Representations, Warranties and receipt Covenants for deposited SecuritiesNon-Canadian Subscribers (Other Than U.S. Subscribers) attached hereto as Exhibit "D", the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or if applicable; (e) such other person or persons documents as may be indicated required under applicable securities laws; and (f) a certified cheque or bank draft payable to the Agents for the aggregate subscription price or payment of the same amount in such other manner as is acceptable to the Agents. 5.2 The Subscriber hereby irrevocably authorizes the Agents, in their discretion: (a) to act as its representative at the Closing and to execute in its name and on its behalf all Closing receipts and documents required; (b) to complete or correct any errors or omissions in any form or document provided by the DepositorSubscriber; (c) to waive, in whole or in part, any representation, warranty, covenant or condition for the benefit of the aggregate number of Units specified Subscriber and contained in any agreement between the Prospectus Corporation and has deliveredthe Agents; (d) to receive on its behalf certificates representing the Common Shares and the Warrants subscribed for under this subscription; and (e) to approve any opinions, certificates or on other documents addressed to the order Subscriber. 5.3 The Subscriber acknowledges that the Agents have been appointed by the Corporation to act as the Agents of the Depositor will deliverCorporation to offer the Securities on a private placement basis and, in exchange for such connection therewith, the Corporation and the Agents have entered into an agreement (the "Agency Agreement") pursuant to which the Agents, in connection with the issue and sale of the Securities, cash or will receive a letter of creditfee and compensation options from the Corporation. 5.4 The Subscriber expressly waives and releases the Corporation from, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC to the account fullest extent permitted by law, all rights of the Depositor or, withdrawal to which it might otherwise be entitled pursuant to the Depositor's direction and as hereafter provided, the account provisions of securities laws of the issuer of the Letter of Credit referred to jurisdiction in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor Subscriber is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCresident. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows:

Issuance of Units. By executing (a) The GUC Trust shall issue Units to holders of Allowed General Unsecured Claims as provided in this Trust Agreement. At such time as the Reference holders of Initial Allowed General Unsecured Claims receive their initial distribution of New GM Securities pursuant to Section 5.2 of this Trust Agreement and receipt for deposited SecuritiesAgreement, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of they shall also receive the number of Units specified or, if requested equal to the amount of such Initial Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC rounded up or down to the account of the Depositor or, pursuant nearest whole Unit (with one-half being closer to the Depositor's direction and as hereafter providednext higher number for these purposes). Following the Effective Date, holders of Resolved Allowed General Unsecured Claims shall receive, at the account time such holders receive their initial distribution of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional New GM Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership5.3, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate a number of Units equal to be issued in respect the amount of such Additional Securities so depositedResolved Allowed General Unsecured Claims multiplied by the Unit Issuance Ratio, rounded up or down to the nearest whole Unit (with one-half being closer to the next higher number for these purposes). Units will represent the contingent right to receive, on a pro rata basis as provided in the Plan, the Confirmation Order and this Trust Agreement, GUC Trust Distributable Assets that are not required for satisfaction of Resolved Allowed General Unsecured Claims. The Units shall be held solely in uncertificated form evidenced by appropriate notation in issued subject to all the registration books terms and conditions of the TrusteePlan, the Confirmation Order and no Unit holder shall be entitled this Trust Agreement. References in this Trust Agreement to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through to the DTC (record holders of such Units or its nomineeto the beneficial holders of the Units, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCas the context requires. (12b) With respect to the claims of beneficial holders of debt securities arising out of or relating to the Note Claims and Eurobond Claims, the GUC Trust shall issue additional Units to the Indenture Trustees and Fiscal and Paying Agents, to the extent necessary to provide each such beneficial holder with a number of Units equal to the number of Units such holder would receive had its claim been treated as an Initial Allowed General Unsecured Claim hereunder. (c) As provided in Section 2.05(a) is hereby amended 7.5 hereof, the GUC Trust Administrator may also hold back and replaced retain Units otherwise issuable pursuant to this subsection with respect to Allowed General Unsecured Claims that are subject to tax withholding, and the GUC Trust Administrator shall apply amounts distributed in its entirety as follows:respect of such retained Units to satisfy such tax withholding obligations.

Issuance of Units. By executing (a) The Trust shall issue Units to holders of Allowed General Unsecured Claims as provided in this Trust Agreement. On the Reference Trust Agreement and receipt for deposited SecuritiesInitial GUC Distribution Date, the Trustee will thereby acknowledge receipt holders of the deposit of the Securities listed under the "Trust Portfolio" in the Prospectus and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Prospectus and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of Initial Allowed General Unsecured Claims shall receive the number of Units specified or, if requested equal to the amount of such Initial Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, the ownership by the Depository Trust Company ("DTC") of all such Units and will cause such Units to be credited at DTC rounded up or down to the account nearest whole Unit. Following the Initial GUC Distribution Date, holders of Resolved Allowed General Unsecured Claims shall receive the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split equal to the amount of the Units or decreased through a reverse split thereof, as directed such Resolved Allowed General Unsecured Claims multiplied by the DepositorUnit Issuance Ratio, rounded up or down to the nearest whole Unit. Units will represent the contingent right to receive, on any day on which a pro rata basis as provided in the Depositor is Plan, the only Unitholder of such TrustConfirmation Order and this Trust Agreement, which revised number of Excess GUC Distributable Trust Assets. The Units shall be recorded by issued subject to all the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, terms and conditions of the aggregate number of Units Plan, the Confirmation Order and this Trust Agreement. References in this Trust Agreement to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no Unit holder shall be entitled to the issuance of a Certificate evidencing the Units owned by such Unit holder. The only permitted registered holders of Units shall be through to the DTC (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity which is a participant in DTCrecord holders of such Units. (12b) As provided in Section 2.05(a7.5 hereof, the Trust Administrator may retain Units otherwise issuable pursuant to this subsection with respect to Allowed General Unsecured Claims that are subject to withholding, and the Trust Administrator shall apply amounts distributed in respect of such retained Units to satisfy such withholding obligations. (c) Notwithstanding the foregoing, if as of the Initial GUC Distribution Date, the total amount of the Disputed General Unsecured Claims in the aggregate is hereby amended less than [0.5]% of the Current Total Amount, no Units shall be distributed and replaced any GUC Distributable Trust Assets remaining after satisfaction of all Initial Allowed General Unsecured Claims and any other obligations of the Trust shall be disposed of as set forth in its entirety as follows:the last sentence of Section 2.6(b).

Issuance of Units. By executing (a) For each Linked Unit contributed to the Reference Trust Agreement and receipt for deposited SecuritiesCompany by a Member as a Capital Contribution, the Trustee will thereby acknowledge receipt Company shall issue to such Member one corresponding Unit. The economics associated with each Linked Unit are intended to be allocated solely to the Member holding the corresponding Unit issued in exchange for the Capital Contribution of such Linked Unit, as further described herein. In the deposit of event any Linked Unit is forfeited or cancelled pursuant to the Securities listed under the "Trust Portfolio" in the Prospectus terms and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books, for each of the plans of distribution provided for in the Prospectus, the ownership by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units conditions specified in the Prospectus applicable Grant Agreement, the corresponding Unit shall be simultaneously forfeited or cancelled automatically, without further action. Any such forfeited or cancelled Linked Unit may be reissued by Holdco on terms and has deliveredconditions as the it may deem appropriate, or on and a corresponding Unit reissued by the order Company. (b) The Members of the Depositor will deliver, in exchange for such Securities, cash or a letter of credit, documentation evidencing the ownership of Company and the number of Units specified orand Linked Units issued to each Member is reflected on Schedule I, if requested by attached hereto, as amended from time to time in accordance with this Agreement. The Company shall also issue to the DepositorManagement Member one Management Unit, which is a non-economic Unit. No Member of the ownership by the Depository Trust Company ("DTC"other than the Management Member) who holds Units shall have right to receive or review a copy of all such Units and will cause such Units Schedule I to be credited at DTC this Agreement nor Exhibit A to the account Amended and Restated Limited Liability Company Agreement of Waltzing Matilda Aviation, LLC (except for the information on such Schedule and such Exhibit that relates solely to such member) or obtain other information about the identities of the Depositor or, pursuant to Members or the Depositor's direction and as hereafter provided, the account size or nature of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any deposit of Additional Securities pursuant to Section 2.05 it shall acknowledge that the Additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such Additional Securities so deposited. Units shall be held solely in uncertificated form evidenced by appropriate notation their interests in the registration books Company or Holdco. (c) As provided in the Amended and Restated Limited Liability Company Agreement of the TrusteeWaltzing Matilda Aviation, LLC, its Board of Managers hall have full power and no Unit holder shall be entitled authority to the issuance (i) designate holders of a Certificate evidencing the Linked Units owned by such Unit holder. The only permitted registered (and therefore holders of Units shall be through the DTC (or its nominee, Cede & Co.hereunder); consequently(ii) determine the applicable Threshold Amount to be covered by, individuals must hold their or with respect to which payments, rights or other matters are to be calculated in connection with, any Grant Agreement; (iii) determine the other terms and conditions of any award under a Grant Agreement; and (iv) determine and/or increase the vested portion of any Linked Units through an entity which is a participant in DTCfor any Member. (12) Section 2.05(a) is hereby amended and replaced in its entirety as follows: