Common use of Title, Form, Denomination Clause in Contracts

Title, Form, Denomination. and Execution of Certificates. (a) The Initial Certificates shall be known as the "7.206% Initial Pass Through Certificates, Series 1997-2C" and the Exchange Certificates shall be known as the "7.206% Exchange Pass Through Certificates, Series 1997-2C", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's execution of the Certificates. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $27,206,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a "Restricted Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such 30 Restricted Global Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. (d) The Initial Certificates offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each a "Regulation S Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the date of the closing of the offering under the Purchase Agreement. The aggregate principal amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. The Restricted Global Certificate and Regulation S Global Certificate are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) shall be issued substantially in the form of Exhibit A hereto in definitive, 31 fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive Certificates") duly executed and authenticated by the Trustee as hereinafter provided. Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S Global Certificate shall be issued in definitive, fully registered form without interest coupons (the "Regulation S Definitive Certificates"). The Restricted Definitive Certificates and the Regulation S Definitive Certificates are sometimes collectively referred to herein as the "Definitive Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clauses (i) and (ii) of the first sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. 32

Title, Form, Denomination. and Execution of Certificates. (a) The Initial Certificates shall be known as the "7.2067.68% 1998-1B-O Initial Pass Through Certificates, Series 1997-2C" and the Exchange Certificates shall be known as the "7.2067.68% 1998-1B-O Exchange Pass Through Certificates, Series 1997-2C", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denominationdenomination of less than $100,000. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $27,206,000300,254,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Certificates Certificate in registered form, substantially in the form of set forth as Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a the "Restricted U.S. Global Certificate") ), duly executed and authenticated by the Trustee as hereinafter provided. Such 30 Restricted The U.S. Global Certificates shall be in registered form and Certificate will be registered in the name of DTC a nominee for the Depositary and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTCthe Depositary. The aggregate principal amount of any Restricted the U.S. Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for DTC for such Restricted Global Certificatethe Depositary or its nominee, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificatehereinafter provided. (d) The Initial Certificates offered and sold outside the United States in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more a single temporary global Certificates Certificate in registered form, substantially in the form of set forth as Exhibit A hereto (each a the "Regulation S Temporary Offshore Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S The Temporary Offshore Global Certificates shall be in registered form and will be registered in the name of DTC a nominee of the Depositary for credit to the account of the Agent Members acting as depositaries for Euroclear and Cedel and deposited with the Trustee as custodian for the 27 21 Depositary. At any time following March 21, 1998 (the "Offshore Certificates Exchange Date"), upon receipt by the Trustee of a certificate substantially in the form of Exhibit B hereto, a single permanent global Certificate in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Certificate"; and together with the Temporary Offshore Global Certificate, the "Offshore Global Certificates"), duly executed and authenticated by the Trustee as hereinafter provided, shall be registered in the name of a nominee for the Depositary and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTCthe Depositary, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered Registrar shall reflect on its books and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) records the date of such transfer and a decrease in the closing of the offering under the Purchase Agreement. The aggregate principal amount of any Regulation S Temporary Offshore Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as an amount equal to the aggregate principal amount of any the beneficial interest in such Temporary Offshore Global CertificateCertificate transferred. The Restricted U.S. Global Certificate and Regulation S the Offshore Global Certificate Certificates are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) Investors shall be issued substantially in the form of permanent certificated Certificates in registered form in substantially the form set forth as Exhibit A hereto in definitive, 31 fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive U.S. Physical Certificates") duly executed and authenticated by the Trustee as hereinafter provided). Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S any Offshore Global Certificate shall be issued in definitive, fully the form of permanent certificated Certificates in registered form without interest coupons substantially in the form set forth in Exhibit A (the "Regulation S Definitive Offshore Physical Certificates"). The Restricted Definitive Offshore Physical Certificates and the Regulation S Definitive U.S. Physical Certificates are sometimes collectively herein referred to herein as the "Definitive Physical Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Private Placement Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clauses clause (i) and (ii) of the first sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods 28 22 or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. 32.

Title, Form, Denomination. and Execution of Certificates. (a) The Initial Certificates shall be known as the "7.2068.01% 1998-1C-O Initial Pass Through Certificates, Series 1997-2C" and the Exchange Certificates shall be known as the "7.2068.01% 1998-1C-O Exchange Pass Through Certificates, Series 1997-2C", in each case, of the Trust. Each Certificate will represent a fractional undivided interest in the Trust and shall be substantially in the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates, as evidenced by the Trustee's or officer's their execution of the Certificates. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. (b) The Initial Certificates shall be issued only in fully registered form without coupons and only in denominations of $100,000 or integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denominationdenomination of less than $100,000. The Exchange Certificates will be issued in denominations of $1,000 or integral multiples thereof, except that one Certificate may be issued in a different denomination. Each Certificate shall be dated the date of its authentication. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $27,206,000300,254,000. (c) The Initial Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more a single permanent global Certificates Certificate in registered form, substantially in the form of set forth as Exhibit A hereto with such applicable legends as are provided for in Section 3.02 (each a the "Restricted U.S. Global Certificate") ), duly executed and authenticated by the Trustee as hereinafter provided. Such 30 Restricted The U.S. Global Certificates shall be in registered form and Certificate will be registered in the name of DTC a nominee for the Depositary and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTCthe Depositary. The aggregate principal amount of any Restricted the U.S. Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for DTC for such Restricted Global Certificatethe Depositary or its nominee, as provided in Section 3.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificatehereinafter provided. (d) The Initial Certificates offered and sold outside the United States in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more a single temporary global Certificates Certificate in registered form, substantially in the form of set forth as Exhibit A hereto (each a the "Regulation S Temporary Offshore Global Certificate") duly executed and authenticated by the Trustee as hereinafter provided. Such Regulation S The Temporary Offshore Global Certificates shall be in registered form and will be registered in the name of DTC a nominee of the Depositary for credit to the account of the Agent Members acting as depositaries for Euroclear and Cedel and deposited with the Trustee as custodian for the 27 21 Depositary. At any time following March 21, 1998 (the "Offshore Certificates Exchange Date"), upon receipt by the Trustee of a certificate substantially in the form of Exhibit B hereto, a single permanent global Certificate in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Certificate"; and together with the Temporary Offshore Global Certificate, the "Offshore Global Certificates"), duly executed and authenticated by the Trustee as hereinafter provided, shall be registered in the name of a nominee for the Depositary and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTCthe Depositary, for credit initially and during the Restricted Period (hereinafter defined) to the respective accounts of beneficial owners of such Certificates (or to such other accounts as they may direct) at Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel. As used herein, the term "Restricted Period", with respect to the Regulation S Global Certificates offered Registrar shall reflect on its books and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Certificates are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) records the date of such transfer and a decrease in the closing of the offering under the Purchase Agreement. The aggregate principal amount of any Regulation S Temporary Offshore Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Certificate, as provided in Section 3.06 hereof, which adjustments shall be conclusive as an amount equal to the aggregate principal amount of any the beneficial interest in such Temporary Offshore Global CertificateCertificate transferred. The Restricted U.S. Global Certificate and Regulation S the Offshore Global Certificate Certificates are sometimes collectively referred to herein as the "Global Certificates". (e) Initial Certificates offered and sold to any Institutional Accredited Investor which is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 3.01(d)) Investors shall be issued substantially in the form of permanent certificated Certificates in registered form in substantially the form set forth as Exhibit A hereto in definitive, 31 fully registered form without interest coupons with such applicable legends as are provided for in Section 3.02 (the "Restricted Definitive U.S. Physical Certificates") duly executed and authenticated by the Trustee as hereinafter provided). Certificates issued pursuant to Section 3.05(b) in exchange for interests in a Regulation S any Offshore Global Certificate shall be issued in definitive, fully the form of permanent certificated Certificates in registered form without interest coupons substantially in the form set forth in Exhibit A (the "Regulation S Definitive Offshore Physical Certificates"). The Restricted Definitive Offshore Physical Certificates and the Regulation S Definitive U.S. Physical Certificates are sometimes collectively herein referred to herein as the "Definitive Physical Certificates". (f) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "Global Exchange Certificate"), except that (i) the Restricted Private Placement Legend (hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates on behalf of the Trust may determine, as evidenced by such officer's execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clauses clause (i) and (ii) of the first sentence of this Section 3.01(f), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, mutatis mutandis. (g) The definitive Certificates shall be in registered form and shall be typed, printed, lithographed or engraved or produced by any combination of these methods 28 22 or may be produced in any other manner, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. 32.