Common use of Special Units of Beneficial Interest Clause in Contracts

Special Units of Beneficial Interest. (a) The UTI Trustee shall from time to time, as directed in writing by the Initial Beneficiary, identify and allocate, or cause to be identified and allocated, on the books and records of the Trust one or more separate portfolios of SUBI Assets to be accounted for independently within the Trust (each such portfolio, a “SUBI Portfolio”). Upon their allocation as SUBI Assets, such Trust Assets shall no longer be assets of, or allocated to, the Undivided Trust Interest (unless and until specifically reallocated to the Undivided Trust Interest from that SUBI Portfolio pursuant to the terms hereof). The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit of Beneficial Interest” (“SUBI”) in the Trust. Separate and distinct records shall be maintained for each SUBI Portfolio and the SUBI Assets associated with each SUBI shall be held and accounted for separately from the other assets of the Trust or any other SUBI Assets. The Administrative Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, one or more SUBI Certificates evidencing each SUBI, each SUBI representing a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets allocated thereto. (b) Each SUBI shall be represented by one or more certificates (each a “SUBI Certificate”) to be issued by the Trust and shall be created by the execution of a supplement to this Agreement (each a “SUBI Supplement”), which SUBI Supplement shall specify the terms and provisions pursuant to which SUBI Certificates shall be issued with respect to such SUBI; the form of any SUBI Certificate(s) to be issued in connection therewith; the initial SUBI Assets to be included in such SUBI Portfolio; the arrangements, if any, whereby additional SUBI Assets may subsequently be added to the SUBI Portfolio; the provisions under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; and other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by the Initial Beneficiary. (c) Each SUBI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust generally or against any other SUBI Assets or the UTI Assets. Except to the extent required by law or specified in this Agreement or in the related SUBI Supplement, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any Trustee, the UTI or any other SUBI. No creditor or holder of a claim relating to assets allocated to any SUBI shall be entitled to maintain any action against or recover any assets allocated to the UTI or any other SUBI. Notice of this limitation on interseries liabilities and the limitation set forth in Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Business Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and the UTI. (d) Each holder of a SUBI shall appoint for such SUBI a trustee (a “SUBI Trustee”) which shall perform such duties, have such responsibilities and adhere to such standards of care as are specified in Part V of this Agreement, but only with respect to the SUBI for which it was appointed. The same Person may be appointed as SUBI Trustee for all or any SUBIs. (e) No interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended. (f) Any holder, assignee or pledgee of a SUBI or SUBI Certificate shall be deemed, by virtue of the acceptance of such SUBI, SUBI Certificate, assignment or pledge, to have (i) agreed, accepted and to have become bound by and subject to the non-petition covenant set forth in Section 6.9 and (ii) released and waived all claims against or with respect to the Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against all Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio. Nothing contained herein shall be deemed a release or waiver by any party of any claim or right against VCI or VCI’s interest in respect of such a claim or right.

Special Units of Beneficial Interest. (a) The UTI Trustee shall from time to time, as directed in writing by the Initial Beneficiary, identify identify, allocate and allocate, segregate or cause to be identified identified, allocated and allocated, on the books and records segregated for all purposes of the Trust one or more separate portfolios of SUBI Assets to be held in trust for such Persons designated in writing by the Beneficiary as beneficiaries accounted for independently within the Trust (each such portfolio, a “SUBI Portfolio”"). Each such SUBI Portfolio shall be a separate series of the -------------- Trust within the meaning of Section 3806(b)(2) of the Business Trust Statute. Upon their identification, segregation and allocation as SUBI Assets, such Trust Assets shall no longer be assets of, or allocated to, or made a part of, the Undivided Unspecified Trust Interest (unless and until specifically reallocated to the Undivided Unspecified Trust Interest from that SUBI Portfolio pursuant to the terms hereof). The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit "special unit of Beneficial Interest” beneficial interest" (“"SUBI”") in the Trust. Separate and distinct records (including tax records) shall be maintained for each SUBI Portfolio and the SUBI Assets associated with each SUBI shall be held in trust and accounted for separately from the other assets of the Trust or Trust, including UTI Assets and any other SUBI Assets. The Administrative Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, Beneficiary one or more SUBI Certificates evidencing each SUBISUBIs, each SUBI representing a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets identified, segregated and allocated thereto., including with respect to each Leased Vehicle included in any such SUBI Portfolio the actual net proceeds received with respect to the disposition of any Leased Vehicle, whether occurring prior to the expiration at maturity of the related Lease (whether by way of voluntary or involuntary early termination of the Lease, insurance payment or purchase by the lessee or a third-party), or upon expiration at the maturity of the related Lease (such net proceeds received at maturity, the "Residual Value"), and whether or not the Residual Value exceeds the stipulated -------------- fair market value of such Leased Vehicle as of such Lease maturity as originally set forth on the face of such Lease (the "Booked Residual Value"). --------------------- (b) Each SUBI shall be represented by one or more certificates (each a “"SUBI Certificate”") to be issued by the Trust and shall be created by the ---------------- execution of a supplement to this Agreement (each a “"SUBI Supplement”"), which --------------- SUBI Supplement shall specify the terms and provisions pursuant to which SUBI Certificates shall be issued with respect to such SUBI; the form of any SUBI Certificate(s) to be issued in connection therewith; the initial SUBI Assets to be included in such SUBI Portfolio; the arrangements, if any, whereby additional SUBI Assets may subsequently be added to subsequently to, or deleted from, the SUBI Portfolio; the provisions under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; and other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by such SUBI Supplement. Each SUBI Supplement shall provide for the Initial Beneficiaryapplication of all net proceeds received with respect to the SUBI Assets, after application of such SUBI Assets and such proceeds with respect to those expenses or liabilities of the Trustee provided for herein except to the extent otherwise provided in such SUBI Supplement, including any mandatory distributions to holders of SUBI Certificates, but shall require an express written waiver of any claim by any holder of any SUBI Certificate (which waiver may be set forth in such SUBI Certificate) to any proceeds or assets of the Trustee and to all of the Trust Assets, including UTI Assets, other than the SUBI Assets included from time to time within the SUBI Portfolio allocated to that SUBI and those proceeds or assets derived from or earned by such SUBI Assets. (c) Each SUBI shall be a separate series of the Trust Except as provided in Section 3806(b)(2) of the Business Trust Statute. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust generally or against any other SUBI Assets or the UTI Assets. Except to the extent required by law or specified in this Agreement or in the related any applicable SUBI Supplement, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any the Trustee, the UTI or any other SUBI. No creditor The debts, liabilities, obligations and expenses incurred, contracted for or holder of otherwise existing with respect to a claim relating to assets allocated to any particular SUBI shall be entitled to maintain any action enforceable against or recover any the relaxed SUBI Portfolio only and not against the assets allocated to of the UTI or any other SUBITrust generally. Notice of this limitation on interseries liabilities and the limitation set forth in Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Business Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and the UTI. (d) Each holder of a SUBI shall appoint for such SUBI a trustee (a “SUBI Trustee”) which shall perform such duties, have such responsibilities and adhere . Except to such standards of care as are the extent specified in Part V of this Agreement, but only with respect to the SUBI for which it was appointed. The same Person may be appointed as SUBI Trustee for all Agreement or any SUBIs. (e) No interest in any SUBIapplicable SUBI Supplement, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended. (f) Any holder, assignee or pledgee of interests in a SUBI or SUBI Certificate shall be deemednon-transferable, by virtue of the acceptance of such SUBI, SUBI Certificate, assignment provided that all or pledge, to have any part thereof may be (i) agreedtransferred and assigned to any -------- special purpose corporation, accepted partnership, limited liability company or other vehicle created for the purpose of a Securitized Financing involving a SUBI (each, a "Special Purpose Affiliate"), or (ii) assigned, either absolutely or ------------------------- collaterally, or pledged by the Beneficiary or a Special Purpose Affiliate to or in favor of a trustee for one or more securitization trusts, a commercial paper conduit or any other Person solely for the purpose of securing or otherwise facilitating or effecting one or more Securitized Financings by the Beneficiary or a Special Purpose Affiliate, and provided further that each such assignee or -------- ------- pledgee must, prior to have become bound by or contemporaneously with the grant of any such pledge and subject security interest, (x) give to the Trust a non-petition covenant substantially similar to that set forth in Section 6.9 7.9, and (iiy) released execute an ----------- agreement between or among itself and waived each assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate, to release all claims against or with respect to the Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio and, and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against all the Trust Assets allocated to the UTI Portfolio PortfoLio and each other SUBI Portfolio. Nothing contained herein In the event of a sale or an absolute assignment, or pledge as contemplated in clause (ii), such purchaser, assignee or pledgee shall be deemed a release or waiver by any party ----------- beneficiary of any claim or right against VCI or VCI’s interest the Trust in respect of such a claim or rightthe manner and to the extent set forth in the SUBI Certificate so acquired and in the applicable SUBI Supplement.

Special Units of Beneficial Interest. (a) The UTI Delaware Trustee shall from time to time, as directed in writing by the Initial Beneficiary, with the written consent of each Registered Pledgee of the UTI, identify and allocate, or cause to be identified and allocated, on the books and records of the Trust, from Trust Assets, whether or not then allocated to the UTI, one or more separate portfolios of SUBI Assets to be accounted for independently within the Trust (each such portfolio, a “SUBI Portfolio”). Upon their allocation as SUBI Assets, such Trust Assets shall no longer be assets of, or allocated to, the Undivided Trust Interest (unless and until specifically reallocated to the Undivided Trust Interest from that SUBI Portfolio pursuant to the terms hereofhereof and the applicable SUBI Supplement). The Delaware Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, one or more SUBI Certificates evidencing each newly created SUBI (each, an “Original SUBI”). In addition, the Delaware Trustee shall from time to time, as directed by any Holder of an Original SUBI, with the prior written consent of each applicable SUBI Control Parry, but without the consent of the Initial Beneficiary or any Holder or Registered Pledgee of the UTI, divide such Original SUBI into two or more separate SUBIs and cause to be identified and allocated on the books and records of the Trust to such newly created SUBIs such Trust Assets as may be specified by such Holder with the prior written consent of each applicable SUBI Control Party from the Trust Assets then allocated to the original SUBI. The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit special unit of Beneficial Interestbeneficial interest” (“SUBI”) in the Trust. Separate and distinct records shall be maintained for each SUBI Portfolio and the SUBI Assets associated with each SUBI shall be held and accounted for separately from the other assets of the Trust UTI Assets or any other SUBI Assets. The Administrative Trustee Each SUBI Certificate shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, one or more SUBI Certificates evidencing each SUBI, each SUBI representing represent a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets allocated thereto. Each SUBI Certificate shall constitute a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC. (b) Each SUBI shall be represented by one or more certificates (each a “SUBI Certificate”) to be issued by the Trust and shall be created by the execution of a supplement to this Agreement (each a “SUBI Supplement”), which SUBI Supplement shall be executed by the SUBI Trustee and the initial holder(s) of the SUBI Certificates (the holders of the SUBI Certificates from time to time, the “SUBI Holder(s)”) and shall specify (i) the terms and provisions pursuant to which SUBI Certificates shall be issued issued, with respect to such SUBI, and may be assigned, pledged or otherwise transferred; (ii) the form of any SUBI Certificate(s) to be issued in connection therewith; (iii) the initial SUBI Assets to be included in such SUBI Portfolio; (iv) the arrangements, if any, whereby additional SUBI Assets may subsequently be added to the SUBI Portfolio; (v) the provisions (if any) relating to custody of the Lease Files and other documents relating to the related SUBI Assets, and under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; and (vi) other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by the Initial Beneficiary. Each SUBI Certificate may have such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement and the related Trust Documents, including such letters, numbers or other marks of identification and such legends and endorsements placed thereon, consistent with this Agreement, as may be directed by the related SUBI Holders. Notwithstanding the foregoing, in the event that any SUBI Asset is substituted for an asset (the “Predecessor Asset”) previously allocated to a SUBI, pursuant to the related SUBI Supplement or any related Trust Documents, the Delaware Trustee shall allocate each such substitute asset (the “Substitute Asset”) directly to the SUBI Portfolio which contained the Predecessor Asset with notice to, but without requiring the consent of, the Initial Beneficiary, each affected Trustee, each affected UTI Holder, each affected SUBI Holder, each affected Registered Pledgee and each affected SUBI Control Party. (c) Each SUBI shall be a separate series Series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. The In accordance with Section 3804(a) of the Business Trust Statute or to the extent otherwise permitted by law, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust Assets generally or against any other SUBI UTI Assets or the UTI SUBI Assets. Except to the extent required by law or specified in this Agreement or in the related SUBI Supplement, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any Trustee, the UTI or any other SUBI. No creditor or holder of a claim relating to assets allocated to any SUBI shall be entitled to maintain any action against or recover any assets allocated to the UTI or any other SUBI. Notice of this limitation on interseries liabilities and the limitation set forth in this Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Business Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and the UTI. Except in accordance with this Agreement and any related SUBI Supplement, any purported transfer or assignment of a SUBI or a SUBI Certificate shall be deemed null, void and of no effect under this Agreement. Notwithstanding the foregoing, each SUBI Certificate may be transferred, assigned or pledged (A) to any Affiliate of Interpool which is a Special Purpose Entity or (B) by the related Holders to a Special Purpose Entity to or in favor of (1) a trustee for one or more securitization trusts or (2) one or more other entities, in each case, (x) in connection with one or more Financings, or (y) in connection with the exercise of remedies with respect to an Event of Default or similar default (as defined in the documents executed with respect to a Financing) or (C) to any entity which is not an Affiliate of Interpool; provided that, in each case, the transferee, assignee or pledgee must (i) give a non-petition covenant substantially similar to that set forth in Section 6.9, (ii) execute an agreement in favor of each Holder from time to time of any UTI Certificates and any other SUBI Certificate, to release all claims to the Trust Assets allocated to each UTI Certificate and each, other SUBI Certificate and (iii) comply with Sections 4.2(e) and 4.2(f) hereof and the other applicable terms and restrictions in this Agreement and the applicable SUBI Supplement. (d) Each holder of a SUBI shall appoint for such SUBI a trustee (a “SUBI Trustee”) which shall perform such duties, have such responsibilities and adhere to such standards of care as are specified in Part V of this AgreementAgreement and the applicable SUBI Supplement, but only with respect to the SUBI for which it was appointed. The same Person may be appointed as SUBI Trustee for all or any SUBIsSUBIs and may also serve as the UTI Trustee and/or the Delaware Trustee. (e) No interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended. (f) Any holder, assignee or pledgee of a SUBI or SUBI Certificate shall be deemed, by virtue of the acceptance of such SUBI, SUBI Certificate, assignment or pledge, to have (i) agreed, accepted and to have become bound by and subject to the non-petition covenant set forth in Section 6.9 and (ii) released and waived all claims against or with respect to (A) the Trust UTI Assets and (B) the SUBI Assets allocated to the UTI Portfolio and each any other SUBI Portfolio that may be outstanding and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against all Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio. Nothing contained herein shall be deemed a release or waiver by any party of any claim or right against VCI a Seller under its respective Transfer Agreement or VCIsuch Seller’s interest in any Trust Assets in respect of such a claim or right, if such Seller is the Holder of a UTI Certificate or a SUBI Certificate.

Special Units of Beneficial Interest. (a) The UTI Trustee shall Beneficiary may, from time to time, as directed in writing by the Initial Beneficiary, identify and allocate, or cause to be identified and allocated, allocate on the books and records of the Trust one or more separate portfolios of SUBI Assets or interests in SUBI Assets to be accounted for independently within the Trust (each such portfolio, a “SUBI Portfolio”). Upon their allocation as SUBI AssetsAssets and notification thereof to the Trustee, such Trust Assets shall no longer be assets of, or allocated to, the Undivided Trust Interest (unless and until specifically reallocated to the Undivided Trust Interest from that SUBI Portfolio pursuant to the terms hereof)Interest. The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit of Beneficial Interest” (“SUBI”) in the Trust. Separate and distinct records shall be maintained (directly or indirectly, including through a third party or otherwise) for each SUBI Portfolio and the SUBI Assets associated with each SUBI shall be held and accounted for separately from the other assets of the Trust or any other SUBI Assets. The Administrative Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, one or more SUBI Certificates evidencing each SUBI, each SUBI representing a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets allocated thereto. (b) Each SUBI shall be represented by one or more certificates (each a “SUBI Certificate”) to be issued by the Trust and shall be created by the execution by the UTI Beneficiary of a supplement SUBI delivered to this Agreement (each a “SUBI Supplement”)the Trustee, which SUBI Supplement shall specify the terms and provisions pursuant to which SUBI Certificates shall be issued with respect to such SUBI; the form of any SUBI Certificate(s) to be issued in connection therewith; the initial SUBI Assets to be included in such SUBI Portfolio; the arrangements, if any, whereby additional SUBI Assets may subsequently be added to the SUBI Portfolio; the provisions under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; Portfolio and other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by the Initial UTI Beneficiary. The SUBI shall not be certificated and shall be reflected only in the SUBI and in the books and records of the Trust. (c) Each SUBI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust generally or against any other SUBI Assets or the UTI Assets. Except to the extent required by law or specified in this Agreement or in the related SUBI SupplementSUBI, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any the Trustee, the UTI or any other SUBI. No creditor or holder of a claim relating to assets allocated to any SUBI shall be entitled to maintain any action against or recover any assets allocated to the UTI or any other SUBI. Notice of this limitation on interseries inter-series liabilities and the limitation set forth in Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Business Statutory Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Statutory Trust Statute relating to limitations on interseries inter-series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and the UTI. (d) Each holder of a SUBI shall appoint for such SUBI a trustee (a “SUBI Trustee”) which shall perform such duties, have such responsibilities and adhere to such standards of care as are specified in Part V of this Agreement, but only with respect to the SUBI for which it was appointed. The same Person may be appointed as SUBI Trustee for all or any SUBIs. (e) No interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended. amended (f) Any holderthe “Code”). The parties hereto agree, assignee or pledgee and each holder of a SUBI or SUBI Certificate shall be deemed, acknowledges by virtue acquisition of the acceptance of such related SUBI, SUBI Certificate, assignment or pledge, to have that for (i) agreedU.S. federal, accepted state, and to have become bound by local income and subject to the non-petition covenant set forth in Section 6.9 and franchise tax purposes, (ii) released U.S. bank regulatory purposes, as relevant and waived applicable, and (iii) financial accounting purposes, holders of a SUBI shall be treated as the beneficial owners of all claims against or with respect to the Trust related SUBI Assets allocated to that SUBI and the UTI Portfolio and each other SUBI Portfolio andBeneficiary, in the event its capacity as UTI Beneficiary, shall not be treated as owner, beneficial or otherwise, of any other Trust Assets at any time that such release is not given effect, to fully subordinate all claims it may be deemed to have against all Trust Assets are allocated to the UTI Portfolio and each other SUBI Portfoliothat SUBI. Nothing contained herein The parties hereto shall be deemed a release take no position for U.S. federal, state, or waiver local income or franchise tax purposes inconsistent with such treatment, unless required by any party of any claim or right against VCI or VCI’s interest in respect of such a claim or rightlaw.

Special Units of Beneficial Interest. (a) The UTI Trustee shall from time to time, as directed in writing by the Initial Beneficiary, identify and allocate, or cause to be identified and allocated, on the books and records of the Trust one or more separate portfolios of SUBI Assets or interests in SUBI Assets to be accounted for independently within the Trust (each such portfolio, a “SUBI Portfolio”) (it being understood that a SUBI Asset may be divided by the SUBI Trustee, as directed in writing by the Initial Beneficiary, into separate interests, each of which may be allocated to a different SUBI). Upon their allocation as SUBI Assets, such Trust Assets shall no longer be assets of, or allocated to, the Undivided Trust Interest (unless and until specifically reallocated to the Undivided Trust Interest from that SUBI Portfolio pursuant to the terms hereof). The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit of Beneficial Interest” (“SUBI”) in the Trust. Separate and distinct records shall be maintained (directly or indirectly, including through a nominee or otherwise) for each SUBI Portfolio and the SUBI Assets associated with each SUBI shall be held and accounted for separately from the other assets of the Trust or any other SUBI Assets. The Administrative Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, one or more SUBI Certificates evidencing each SUBI, each SUBI representing a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets allocated thereto. (b) Each SUBI shall be represented by one or more certificates (each a “SUBI Certificate”) to be issued by the Trust and shall be created by the execution of a supplement to this Agreement (each a “SUBI Supplement”), which SUBI Supplement shall specify the terms and provisions pursuant to which SUBI Certificates shall be issued with respect to such SUBI; the form of any SUBI Certificate(s) to be issued in connection therewith; the initial SUBI Assets to be included in such SUBI Portfolio; the arrangements, if any, whereby additional SUBI Assets may subsequently be added to the SUBI Portfolio; the provisions under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; and other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by the Initial Beneficiary. (c) Each SUBI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Statutory Trust Statute. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust generally or against any other SUBI Assets or the UTI Assets. Except to the extent required by law or specified in this Agreement or in the related SUBI Supplement, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any Trustee, the UTI or any other SUBI. No creditor or holder of a claim relating to assets allocated to any SUBI shall be entitled to maintain any action against or recover any assets allocated to the UTI or any other SUBI. Notice of this limitation on interseries inter-series liabilities and the limitation set forth in Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Business Statutory Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Statutory Trust Statute relating to limitations on interseries inter-series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and the UTI. (d) Each The Initial Beneficiary, or as provided in a SUBI Supplement, each holder of a SUBI shall appoint for such SUBI a trustee (a “SUBI Trustee”) which shall perform such duties, have such responsibilities and adhere to such standards of care as are specified in Part V of this Agreement, but only with respect to the SUBI for which it was appointed. The same Person may be appointed as SUBI Trustee for all or any SUBIs. (e) No interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amendedamended (the “Code”). The parties hereto agree that for U.S. federal, state, and local income and franchise tax purposes, the SUBI Certificateholders of a SUBI shall be treated as the beneficial owners of all Trust Assets represented by that SUBI and that the single Certificateholder of the UTI Certificate, in such capacity, shall not be treated as the beneficial owner of such Trust Assets for such tax purposes at any time that such Trust Assets are allocated to that SUBI. The parties hereto shall take no position for U.S. federal, state, or local income or franchise tax purposes inconsistent with such treatment, unless required by law. Each Certificateholder of a SUBI Certificate acknowledges, by acquisition of a SUBI Certificate, that for U.S. bank regulatory purposes, as relevant and applicable, and for financial accounting purposes, the single Certificateholder of the UTI Certificate shall not, in such capacity, be treated as owner of any Trust Assets represented by any SUBI Certificate. (f) Any holder, assignee or pledgee of a SUBI or SUBI Certificate shall be deemed, by virtue of the acceptance of such SUBI, SUBI Certificate, assignment or pledge, to have (i) agreed, accepted and to have become bound by and subject to the non-petition covenant set forth in Section 6.9 and (ii) released and waived all claims against or with respect to the Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against all Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio. Nothing contained herein shall be deemed a release or waiver by any party of any claim or right against VCI GE Title or VCIGE Title’s interest in respect of such a claim or right.

Special Units of Beneficial Interest. (a) The UTI Trustee shall Beneficiary may, from time to time, as directed in writing by the Initial Beneficiary, identify and allocate, or cause to be identified and allocated, allocate on the books and records of the Trust one or more separate portfolios of SUBI Assets or interests in SUBI Assets to be accounted for independently within the Trust (each such portfolio, a “SUBI Portfolio”). Upon their allocation as SUBI AssetsAssets and notification thereof to the Trustee, such Trust Assets shall no longer be assets of, or allocated to, the Undivided Trust Interest (unless and until specifically reallocated to the Undivided Trust Interest from that SUBI Portfolio pursuant to the terms hereof)Interest. The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit of Beneficial Interest” in the Trust and shall be evidenced by a separate writing executed pursuant to Section 4.2(b) (in each such case, a “SUBI”) in the Trust). Separate and distinct records shall be maintained (directly or indirectly, including through a third party or otherwise) for each SUBI Portfolio and the SUBI Assets associated with each SUBI shall be held and accounted for separately from the other assets of the Trust or any other SUBI Assets. The Administrative Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, one or more SUBI Certificates evidencing each SUBI, each SUBI representing a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets allocated thereto. (b) Each Prior to the date hereof, each SUBI shall be was represented by one or more certificates (each a “SUBI Certificate”) to be issued by the Trust and shall be was created by the execution of a supplement to this the Prior Amended and Restated Trust Agreement (each a “SUBI Supplement”). Each SUBI created on or after the date hereof shall be represented and shall be created by the execution by the UTI Beneficiary of a SUBI delivered to the Trustee, which SUBI Supplement shall specify the terms and provisions pursuant to which SUBI Certificates shall be issued with respect to such SUBI; the form of any SUBI Certificate(s) to be issued in connection therewith; the initial SUBI Assets to be included in such SUBI Portfolio; the arrangements, if any, whereby additional SUBI Assets may subsequently be added to the SUBI Portfolio; the provisions under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; Portfolio and other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by the Initial UTI Beneficiary. Any SUBI created on or after the date hereof shall not be certificated and shall be reflected only in the SUBI and in the books and records of the Trust. (c) Each SUBI shall be a separate series of the Trust as provided in Section 3806(b)(23806(b) of the Business Statutory Trust Statute. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust generally or against any other SUBI Assets or the UTI Assets. Except to the extent required by law or specified in this Agreement or in the related SUBI SupplementSUBI, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any the Trustee, the UTI or any other SUBI. No creditor or holder of a claim relating to assets allocated to any SUBI shall be entitled to maintain any action against or recover any assets allocated to the UTI or any other SUBI. Notice of this limitation on interseries inter-series liabilities and the limitation set forth in Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Business Statutory Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Statutory Trust Statute relating to limitations on interseries inter-series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and the UTI. (d) Each holder of a SUBI shall appoint for such SUBI a trustee (a “SUBI Trustee”) which shall perform such duties, have such responsibilities and adhere to such standards of care as are specified in Part V of this Agreement, but only with respect to the SUBI for which it was appointed. The same Person may be appointed as SUBI Trustee for all or any SUBIs. (e) No interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended. amended (f) Any holderthe “Code”). The parties hereto agree, assignee or pledgee and each holder of a SUBI or SUBI Certificate shall be deemed, acknowledges by virtue acquisition of the acceptance of such related SUBI, SUBI Certificate, assignment or pledge, to have that for (i) agreedU.S. federal, accepted state, and to have become bound by local income and subject to the non-petition covenant set forth in Section 6.9 and franchise tax purposes, (ii) released U.S. bank regulatory purposes, as relevant and waived applicable, and (iii) financial accounting purposes, holders of a SUBI shall be treated as the beneficial owners of all claims against or with respect to the Trust related SUBI Assets allocated to that SUBI and the UTI Portfolio and each other SUBI Portfolio andBeneficiary, in the event its capacity as UTI Beneficiary, shall not be treated as owner, beneficial or otherwise, of any other Trust Assets at any time that such release is not given effect, to fully subordinate all claims it may be deemed to have against all Trust Assets are allocated to the UTI Portfolio and each other SUBI Portfoliothat SUBI. Nothing contained herein The parties hereto shall be deemed a release take no position for U.S. federal, state, or waiver local income or franchise tax purposes inconsistent with such treatment, unless required by any party of any claim or right against VCI or VCI’s interest in respect of such a claim or rightlaw.

Special Units of Beneficial Interest. (a) The UTI Trustee shall shall, from time to time, as directed in writing by the Initial Beneficiary, identify and allocate, allocate or cause to be identified and allocated, allocated on the books and records of the Trust one or more separate portfolios of SUBI Assets to be accounted for independently within the Trust (each such portfolio, a “"SUBI Portfolio”"). Upon their allocation as SUBI Assets, such Trust Assets shall no longer be assets of, or allocated to, the Undivided Trust Interest UTI Assets (unless and until specifically reallocated to the Undivided Trust Interest UTI Assets from that SUBI Portfolio pursuant to the terms hereof). The beneficial interest in each such SUBI Portfolio shall constitute a separate “Special Unit of Beneficial Interest” (“SUBI”) in the Trust. Separate and distinct records shall be maintained for each SUBI Portfolio and the SUBI Assets associated with each SUBI Portfolio shall be held and accounted for separately from the other assets of the Trust Trust, including the UTI Assets, or any other SUBI Assets. The Administrative beneficial interest in each such SUBI Portfolio shall constitute a separate "special unit of beneficial interest" ("SUBI") in the Trust. The SUBI Trustee shall execute and deliver, on behalf of the Trust, to or upon the written order of the Initial Beneficiary, Beneficiary one or more SUBI Certificates evidencing each SUBISUBIs, each SUBI representing a specific divided interest in (but only in) such identified SUBI Portfolio and the SUBI Assets allocated thereto, including with respect to each Trust Vehicle included in any such SUBI Portfolio the actual net proceeds received with respect to the disposition of such Trust Vehicle. (b) Each SUBI shall be represented by one or more certificates (each a “"SUBI Certificate”") to be issued by the Trust and shall be created by the execution of a supplement to this Agreement (each a “"SUBI Supplement”"), which SUBI Supplement shall specify the terms and provisions pursuant to which SUBI Certificates shall be issued with respect to such SUBI; the form of any SUBI Certificate(s) to be issued in connection therewith; the initial SUBI Assets to be included in such SUBI Portfolio; the arrangements, if any, whereby additional SUBI Assets may subsequently be added subsequently to the SUBI Portfolio; the provisions under which the proceeds of the related SUBI Assets shall be collected, invested and distributed; and other relevant terms and provisions specific to such SUBI, all as shall be prescribed and established by the Initial Beneficiary. Each SUBI Supplement shall provide for the application of all net proceeds received with respect to the SUBI Assets, including any mandatory distributions to holders of SUBI Certificates, but shall require an express written waiver of any claim by any holder of any SUBI Certificate (which waiver may be set forth in such SUBI Certificate) to any proceeds or assets of the Trustees and to all of the assets of the Trust other than the SUBI Assets included from time to time within the SUBI Portfolio allocated to that SUBI and those proceeds or assets derived from or earned by such SUBI Assets. (c) Each SUBI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each SUBI or the related SUBI Assets shall be enforceable against such SUBI Assets only, and not against the assets of the Trust generally or against any other SUBI Assets or the UTI Assets. Except to the extent required by law or specified in this Agreement or in the related SUBI Supplement, SUBI Assets with respect to a particular SUBI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to the Trust, any Trustee, the UTI or any other SUBISUBI in respect of such claim. No creditor or holder of a claim relating to assets allocated to any SUBI shall be entitled to maintain any action against or recover any assets allocated to the UTI or any other SUBI. Notice of this limitation on interseries liabilities and the limitation set forth in Section 4.1(c) shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office office of the Secretary of State of the State of Delaware pursuant to the Business Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Business Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each SUBI and UTI. Any purchaser, assignee or pledgee of an interest in a SUBI or SUBI Certificate must, prior to or contemporaneously with the UTIgrant of any such assignment, pledge or security interest, (i) give to the Trust a non-petition covenant substantially similar to that set forth in Section 6.9, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate, to release all claims to the assets of the Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Trust allocated to the UTI Portfolio and each other SUBI Portfolio. In the event of a sale or assignment of a SUBI, such purchaser or assignee shall be a beneficiary of the Trust in the manner and to the extent set forth in the SUBI Certificate so acquired and in the applicable SUBI Supplement. (d) Each holder of a SUBI shall appoint for such SUBI a trustee (a “"SUBI Trustee”") which shall perform such duties, have such responsibilities and adhere to such standards of care as are specified in Part V of this Agreement, but only with respect to the SUBI or SUBIs for which it was appointed. The same Person may be appointed as SUBI Trustee for all or any SUBIs; provided, however, that neither the Initial Beneficiary nor any Affiliate of the Initial Beneficiary shall be a SUBI Trustee. (e) No interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amendedpartnership. (f) Any holder, assignee or pledgee of a SUBI or SUBI Certificate shall be deemed, by virtue of the acceptance of such SUBI, SUBI Certificate, assignment or pledge, to have (i) agreed, accepted and to have become bound by and subject to the non-petition covenant set forth in Section 6.9 and (ii) released and waived all claims against or with respect to the Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against all Trust Assets allocated to the UTI Portfolio and each other SUBI Portfolio. Nothing contained herein shall be deemed a release or waiver by any party of any claim or right against VCI or VCI’s interest in respect of such a claim or right.