Common use of Undivided Trust Interest Clause in Contracts

Undivided Trust Interest. (a) The Initial Beneficiary shall hold an exclusive, undivided beneficial interest (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"), other than those identified Trust Assets that are from time to time allocated by the Trust, upon the written direction of the Initial Beneficiary and otherwise in accordance with Section 4.2 hereof, into one or more separate portfolios of Trust Assets (together with any other Trust Asset allocated to or earned by any such portfolio(s), and any proceeds thereof, collectively, "SUBI Assets"). Except as otherwise provided for herein, all collections and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the Trust Assets allocated to any 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 any SUBI Portfolio, and (iii) provide to each Trustee an Opinion of Counsel to the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTI. (b) The Undivided Trust Interest initially shall be represented by a single trust certificate (together with any replacements thereof, the "Undivided Trust Interest Certificate" or the "UTI Certificate"); provided, however, that at the request of any holder thereof the Undivided Trust Interest may be represented by two (2) or more such certificates that, in the aggregate, represent the entire Undivided Trust Interest, such divided certificates to be issued pursuant to a supplement to this Agreement (each, a "UTI Supplement") which shall specify any terms or conditions relevant to the issuance thereof, as shall be prescribed and established by such holder and by the pledgee of any UTI Pledge. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing by the Initial Beneficiary. Any portion of any Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial Beneficiary. (c) The UTI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. Separate and distinct records shall be maintained for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including any SUBI Assets. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the UTl or the related UTI Assets shall be enforceable against such UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect of such claim (whether such assets were UTI Assets at any time since such claim arose). The holder of the UTI may, in its sole discretion, appoint for the UTI a separate trustee, (the "UTI 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 UTI. The Initial Beneficiary hereby appoints VMS as the UTI Trustee.

Undivided Trust Interest. (a) The Initial Beneficiary shall hold an exclusive, undivided beneficial interest (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"“Undivided Trust Interest” or the “UTI”), other than those divided, identified Trust Assets that are from time to time allocated by the Trust, upon the written direction of the Initial Beneficiary and otherwise in accordance with Section 4.2 hereof4.2, into one or more separate portfolios of Trust Assets (together with any other Trust Asset Assets allocated to or earned by any such portfolio(s), and any proceeds thereof, collectively, "“SUBI Assets"). Except as otherwise provided for herein, all collections ,” and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the Trust Assets allocated to any 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 any Assets, other than SUBI PortfolioAssets, and (iii) provide to each Trustee an Opinion of Counsel to are the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the “UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTIAssets”). (b) The Undivided Trust Interest initially shall be represented by a single trust certificate (together with any replacements thereof, the "“Undivided Trust Interest Certificate" ” or the "“UTI Certificate"”); provided, however, that that, at the request of any holder thereof thereof, the Undivided Trust Interest may be represented by two (2) or more such certificates that, in the aggregate, represent the entire Undivided Trust Interest, such divided certificates to be issued pursuant to a supplement to this Agreement (each, a "“UTI Supplement"”) which shall specify any terms or conditions relevant to the issuance thereof, as shall be prescribed and established by such holder and by the pledgee of any UTI Pledge. A UTI Supplement also may specify additional terms or modify the terms of this Agreement, but only with respect to the UTI. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement Agreement, and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing approved by the Initial Beneficiary. Any portion of any Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial Beneficiary. (c) The UTI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. Separate and distinct records shall be maintained for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including Trust or any SUBI AssetsSUBI. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the UTl UTI or the related UTI Assets shall be enforceable against such the UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI Undivided Trust Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect SUBI. (d) Any holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed, by virtue of the acceptance of such claim Undivided Trust Interest, Undivided Trust Interest Certificate, assignment or pledge, to have (whether such assets were UTI Assets at any time since such claim arose). The holder of i) agreed, accepted and to have become bound by and subject to the UTI may, non-petition covenant set forth in its sole discretion, appoint for the UTI a separate trustee, Section 6.9 and (the "UTI Trustee"ii) which shall perform such duties, have such responsibilities released and adhere to such standards of care as are specified in Part V of this Agreement, but only waived all claims against or with respect to any assets owned by the UTI. The Initial Beneficiary hereby appoints VMS as Trustees in their respective individual capacities and all of the Trust Assets other than the UTI TrusteeAssets included from time to time within the UTI Portfolio and proceeds therefrom and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against such released Trust Assets. Without limiting the foregoing, each holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed to have released and waived all claims against or with respect to all assets allocated to each 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 each SUBI Portfolio.

Undivided Trust Interest. (a) The Initial Beneficiary shall hold an exclusive, undivided beneficial interest in all assets of the Trust (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"), other than those divided, identified Trust Assets that are from time to time allocated by the Trust, upon the written direction of the Initial Beneficiary and otherwise in accordance with Section 4.2 hereof4.2, into one or more separate portfolios of Trust Assets (together with any other Trust Asset Assets allocated to or earned by any such portfolio(s), and any proceeds thereof, collectively, "SUBI Assets," and all Trust Assets, other than SUBI Assets, are the "UTI Assets"). Except as otherwise provided for herein, all collections and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the Trust Assets allocated to any 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 any SUBI Portfolio, and (iii) provide to each Trustee an Opinion of Counsel to the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTI. (b) The Undivided Trust Interest initially shall be represented by a single trust certificate (together with any replacements thereof, the "Undivided Trust Interest Certificate" or the "UTI Certificate"); provided, however, that that, at the request of any holder thereof thereof, the Undivided Trust Interest may be represented by two (2) or more such certificates that, in the aggregate, represent the entire Undivided Trust Interest, such divided certificates to be issued pursuant to a supplement to this Agreement (each, a "UTI Supplement") which shall specify any terms or conditions relevant to the issuance thereof, as shall be prescribed and established by such holder and by the pledgee of any UTI Pledge. A UTI Supplement also may specify additional terms or modify the terms of this Agreement, but only with respect to the UTI. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement Agreement, and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing approved by the Initial Beneficiary. Any portion of any Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial Beneficiary. (c) The UTI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Trust Statute. Separate and distinct records shall be maintained for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including Trust or any SUBI AssetsSUBI. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the UTl UTI or the related UTI Assets shall be enforceable against such the UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI Undivided Trust Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect SUBI. (d) Any holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed, by virtue of the acceptance of such claim Undivided Trust Interest, Undivided Trust Interest Certificate, assignment or pledge, to have (whether such assets were UTI Assets at any time since such claim arose). The holder of i) agreed, accepted and to have become bound by and subject to the UTI may, non-petition covenant set forth in its sole discretion, appoint for the UTI a separate trustee, Section 6.9 and (the "UTI Trustee"ii) which shall perform such duties, have such responsibilities released and adhere to such standards of care as are specified in Part V of this Agreement, but only waived all claims against or with respect to any assets owned by the UTI. The Initial Beneficiary hereby appoints VMS as Trustees in their respective individual capacities and all of the Trust Assets other than the UTI TrusteeAssets included from time to time within the UTI Portfolio and proceeds therefrom and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against such released Trust Assets. Without limiting the foregoing, each holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed to have released and waived all claims against or with respect to all assets allocated to each 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 each SUBI Portfolio.

Undivided Trust Interest. (a) The Initial Beneficiary, and any Special Purpose Entity to which the Initial Beneficiary may from time to time transfer all or any portion of its Undivided Trust Interest, shall hold an exclusive, undivided beneficial interest (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"“Undivided Trust Interest” or the “UTI”), other than those divided, identified Trust Assets that are from time to time allocated by the Trust, upon the written direction of the Initial Beneficiary and or otherwise in accordance with Section 4.2 hereof4.2, into one or more separate and identifiable portfolios of Trust Assets (together with any other Trust Asset Assets allocated to or earned by any such portfolio(s), ) and any income, payments and proceeds thereof, collectively, "“SUBI Assets"”). Except as otherwise provided for herein, all collections and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the All Trust Assets allocated that have not been specifically identified as SUBI Assets are referred to any SUBI Portfolio and, in as 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 any SUBI Portfolio, and (iii) provide to each Trustee an Opinion of Counsel to the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the “UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTIAssets”. (b) The Undivided Trust Interest initially shall be represented by a single trust certificate certificate, substantially in the form attached hereto as Exhibit A (together with any replacements thereof, the "“Undivided Trust Interest Certificate" ” or the "“UTI Certificate"”); provided, howeverregistered in the name of the Initial Beneficiary, that at which represents a 100% ownership interest in the request of UTI. However, any holder thereof of the Undivided Trust Interest may shall be represented by a Special Purpose Entity and may, with the prior written consent of each Registered Pledgee (if any) of the UTI Certificate, request in writing the UTI Trustee to execute, issue and deliver two (2) or more such certificates UTI Certificates that, in the aggregate, represent no particular Trust Asset(s), but represent the entire Undivided Trust Interest, such divided certificates to be issued pursuant to a supplement to this Agreement (each, a "“UTI Supplement"”), which UTI Supplement shall be executed by the holder(s) which of the UTI Certificates (the “UTI Holder(s)”) and any Registered Pledgee thereof and shall specify any terms or conditions relevant to the issuance thereof, as shall be prescribed and established by such holder UTI Holder(s) and by any Registered Pledgee thereof. A UTI Supplement also may specify additional terms or modify the pledgee terms of any UTI Pledgethis Agreement, but only with respect to the UTI. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement Agreement, and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing approved by the Initial BeneficiaryBeneficiary and the UTI Holders. Any portion of any Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial BeneficiaryBeneficiary and the UTI Holders. Each UTI Certificate shall constitute a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC. (c) The UTI and each SUBI and their related Trust Assets shall be a separate series Series of the Trust as provided in pursuant to Section 3806(b)(2) of the Business Trust Statute. Separate and distinct records shall be maintained by the UTI Trustee for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including any SUBI Assets. 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 the UTl UTI or the related UTI Assets shall be enforceable against such the UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI Undivided Trust Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect Assets. (d) Any holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed, by virtue of the acceptance of such claim Undivided Trust Interest, Undivided Trust Interest Certificate, assignment or pledge, to have (whether such assets were UTI Assets at any time since such claim arose). The holder of i) agreed, accepted and to have become bound by and subject to the UTI may, non-petition covenant set forth in its sole discretion, appoint for the UTI a separate trustee, Section 6.9 and (the "UTI Trustee"ii) which shall perform such duties, have such responsibilities released and adhere to such standards of care as are specified in Part V of this Agreement, but only waived all claims against or with respect to (A) any assets owned by the Trustees in their respective individual capacities and (B) all of the Trust Assets other than the UTI Assets and the income and proceeds therefrom and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against any Trust Assets that are not UTI Assets. Without limiting the foregoing, each holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed to have released and waived all claims against or with respect to all SUBI Assets and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against such SUBI Assets. (e) To the extent specified in this Agreement or any UTI Supplement, UTI Certificates may be assigned, pledged or otherwise transferred; provided that each assignee, pledgee or other transferee 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 other UTI Certificates and any SUBI Certificate, to release all claims to the Trust Assets allocated to each other UTI Certificate and each SUBI Certificate and (iii) comply with Sections 4.1(d) and 4.1(f) hereof and the other applicable terms and restrictions in this Agreement or the applicable SUBI Supplement. (f) No interest in any UTI. The Initial Beneficiary hereby appoints VMS , UTI Certificate or UTI Portfolio shall be transferred, assigned, sold or conveyed if, as the UTI Trusteeresult 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, and any such purported transfer, assignment, sale or conveyance shall be null and of no effect.

Undivided Trust Interest. (a) The Initial Beneficiary shall hold an exclusive, undivided beneficial interest (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"“Undivided Trust Interest” or the “UTI”), other than those divided, identified Trust Assets that are from time to time allocated by the Trust, upon the written direction of the Initial Beneficiary and otherwise in accordance with Section 4.2 hereof4.2, into one or more separate portfolios of Trust Assets (together with any other Trust Asset Assets allocated to or earned by any such portfolio(s), and any proceeds thereof, collectively, "“SUBI Assets"). Except as otherwise provided for herein, all collections ,” and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the Trust Assets allocated to any 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 Assets, other than SUBI Assets, are referred to any SUBI Portfolio, and (iii) provide to each Trustee an Opinion of Counsel to collectively as the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the “UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTIAssets”). (b) The Undivided Trust Interest initially shall be represented by a single trust certificate (together with any replacements thereof, the "“Undivided Trust Interest Certificate" ” or the "“UTI Certificate"); provided, however, ”) that at the request of any holder thereof the Undivided Trust Interest may not be represented by two (2) divided or more such certificates that, in the aggregate, represent the entire Undivided Trust Interest, such divided certificates to be issued pursuant to a subdivided. A supplement to this Agreement (each, a "“UTI Supplement"”) which shall may specify any additional terms or conditions relevant modify the terms of this Agreement, but only with respect to the issuance thereofUTI and may not provide for or cause the division or subdivision of the UTI Certificate. The Administrative Trustee executed and delivered to GE Title an Undivided Trust Interest Certificate dated June 4 2009, which was cancelled and replaced with a replacement Undivided Trust Interest Certificate dated April 30, 2012, a copy of which is attached as shall be prescribed and established by such holder and by the pledgee of any UTI Pledge. Exhibit B. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement Agreement, and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing approved by the Initial Beneficiary. Any portion of any the Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each The Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial Beneficiary. (c) The UTI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Statutory Trust Statute. Separate and distinct records shall be maintained (directly or indirectly, including through a nominee or otherwise) for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including Trust or any SUBI AssetsSUBI. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the UTl UTI or the related UTI Assets shall be enforceable against such the UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI Undivided Trust Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect SUBI. (d) Any holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed, by virtue of the acceptance of such claim Undivided Trust Interest, Undivided Trust Interest Certificate, assignment or pledge, to have (whether such 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 any assets were owned by the Trustees in their respective individual capacities and all of the Trust Assets other than the UTI Assets at any included from time since to time within the UTI Portfolio and proceeds therefrom and, in the event that such claim arose)release is not given effect, to fully subordinate all claims it may be deemed to have against such released Trust Assets. Without limiting the foregoing, each holder, assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate shall be deemed to have released and waived all claims against or with respect to all assets allocated to each 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 each SUBI Portfolio. (e) The holder parties hereto agree that for U.S. federal, state, and local income and franchise tax purposes, the single Certificateholder of the UTI mayCertificate shall be treated as the beneficial owner of all Trust Assets represented by the Undivided Trust Interest and, in its sole discretion, appoint for capacity as the single Certificateholder of the UTI a separate trusteeCertificate, (shall not be treated as the "UTI Trustee") which shall perform such duties, have such responsibilities and adhere to such standards owner of care as are specified in Part V of this Agreement, but only with respect to the UTIany Trust Assets represented by any SUBI Certificate. The Initial Beneficiary hereby appoints VMS 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. The parties hereto acknowledge 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 the UTI Trusteeowner of any Trust Assets represented by any SUBI Certificate.

Undivided Trust Interest. (a) The Initial UTI Beneficiary shall hold an exclusive, undivided beneficial interest (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"“Undivided Trust Interest” or the “UTI”), other than those divided, identified Trust Assets that are from time to time allocated by the Trust, UTI Beneficiary upon the UTI Beneficiary’s written direction of the Initial Beneficiary and otherwise in accordance with Section 4.2 hereof4.2, into one or more separate portfolios of Trust Assets (together with any other Trust Asset Assets allocated to or earned by any such portfolio(s), and any proceeds thereof, collectively, "“SUBI Assets"). Except as otherwise provided for herein, all collections ,” and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the Trust Assets allocated to any 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 Assets, other than SUBI Assets, are referred to any SUBI Portfolio, and (iii) provide to each Trustee an Opinion of Counsel to collectively as the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the “UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTIAssets”). (b) The Prior to the date hereof, the Undivided Trust Interest initially shall be was represented by a single trust certificate (together with any replacements thereof, the "Undivided Trust Interest Certificate" or the "“UTI Certificate"”); provided, however, that at . As of the request of any holder thereof the Undivided Trust Interest may be represented by two (2) or more such certificates that, in the aggregate, represent the entire Undivided Trust Interestdate hereof, such divided certificates to be issued pursuant to UTI Certificate is cancelled and a supplement to this Agreement (each, a "“UTI Supplement"”) which shall may specify any additional terms or conditions relevant modify the terms of this Agreement, but only with respect to the issuance thereof, as shall be prescribed and established by such holder and by the pledgee of any UTI Pledge. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing by the Initial Beneficiary. Any portion of any Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial BeneficiaryUTI. (c) The UTI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Statutory Trust Statute. Separate and distinct records shall be maintained (directly or indirectly, including through a third party or otherwise) for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including Trust or any SUBI AssetsSUBI. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the UTl UTI or the related UTI Assets shall be enforceable against such the UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI Undivided Trust Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect of such claim SUBI. (whether such assets were UTI Assets at any time since such claim arose). d) The holder of parties hereto agree that for U.S. federal, state, and local income and franchise tax purposes, the UTI mayBeneficiary shall be treated as the beneficial owner of all UTI Assets, in its sole discretion, appoint for the UTI a separate trustee, (the "UTI 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 UTI. The Initial Beneficiary hereby appoints VMS capacity as the UTI TrusteeBeneficiary, and shall not be treated as the owner of any SUBI Assets. 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. The parties hereto acknowledge that for U.S. bank regulatory purposes, as relevant and applicable, and for financial accounting purposes, the UTI Beneficiary shall not, in such capacity, be treated as the owner of any Trust Assets represented by any SUBI.

Undivided Trust Interest. (a) The Initial UTI Beneficiary shall hold an exclusive, undivided beneficial interest (the "Undivided Trust Interest" or the "UTI") in all assets of the Trust (the "UTI Assets"“Undivided Trust Interest” or the “UTI”), other than those divided, identified Trust Assets that are from time to time allocated by the Trust, UTI Beneficiary upon the UTI Beneficiary’s written direction of the Initial Beneficiary and otherwise in accordance with Section 4.2 hereof4.2, into one or more separate portfolios of Trust Assets (together with any other Trust Asset Assets allocated to or earned by any such portfolio(s), and any proceeds thereof, collectively, "“SUBI Assets"). Except as otherwise provided for herein, all collections ,” and amounts received with respect to the Undivided Trust Interest shall be distributed or retained by the UTI Trustee, as directed in writing from time to time by the Initial Beneficiary. Any assignee or pledgee of an Undivided Trust Interest or Undivided Trust Interest Certificate must, prior to or contemporaneously with the grant 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, (ii) execute an agreement between or among itself and each assignee or pledgee from time to time of any SUBI or SUBI Certificate, to release all claims to the Trust Assets allocated to any 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 Assets, other than SUBI Assets, are referred to any SUBI Portfolio, and (iii) provide to each Trustee an Opinion of Counsel to collectively as the effect that, in the event of a bankruptcy or insolvency of such assignee or pledgee, the Trust will not be substantively consolidated with such assignee or pledgee. Nothing contained herein shall be deemed to limit the rights of the holder of the “UTI to enter into participation agreements pursuant to which the holder grants one or more participation interests in the UTIAssets”). (b) The Undivided Trust Interest initially shall be represented by a single trust certificate (together with any replacements thereof, the "Undivided Trust Interest Certificate" or the "UTI Certificate"); provided, however, that at the request of any holder thereof the Undivided Trust Interest may be represented by two (2) or more such certificates that, in the aggregate, represent the entire Undivided Trust Interest, such divided certificates to be issued pursuant to a A supplement to this Agreement (each, a "“UTI Supplement"”) which shall may specify any additional terms or conditions relevant modify the terms of this Agreement, but only with respect to the issuance thereof, as shall be prescribed and established by such holder and by the pledgee of any UTI Pledge. Except as set forth in any applicable UTI Supplement, any Undivided Trust Interest Certificate shall be in substantially the form of Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith, be directed in writing by the Initial Beneficiary. Any portion of any Undivided Trust Interest Certificate may be set forth on the reverse or subsequent pages thereof. Each Undivided Trust Interest Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith, be determined by the Initial BeneficiaryUTI. (c) The UTI shall be a separate series of the Trust as provided in Section 3806(b)(2) of the Business Statutory Trust Statute. Separate and distinct records shall be maintained (directly or indirectly, including through a third party or otherwise) for the UTI Portfolio and the UTI Assets associated with such UTI Portfolio shall be held and accounted for separately from the other assets of the Trust, including Trust or any SUBI AssetsSUBI. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the UTl UTI or the related UTI Assets shall be enforceable against such the UTI Assets only, and not against the assets of the Trust generally or against any SUBI Assets. Except to the extent required by law or specified in this Agreement, the UTI Undivided Trust Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any SUBI or any Trustee. No creditor or holder of a claim relating to assets allocated to the UTI shall be entitled to maintain any action against or recover any assets allocated to any SUBI in respect of such claim SUBI. (whether such assets were UTI Assets at any time since such claim arose). d) The holder of parties hereto agree that for U.S. federal, state, and local income and franchise tax purposes, the UTI mayBeneficiary shall be treated as the beneficial owner of all UTI Assets, in its sole discretion, appoint for the UTI a separate trustee, (the "UTI 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 UTI. The Initial Beneficiary hereby appoints VMS capacity as the UTI TrusteeBeneficiary, and shall not be treated as the owner of any SUBI Assets. 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. The parties hereto acknowledge that for U.S. bank regulatory purposes, as relevant and applicable, and for financial accounting purposes, the UTI Beneficiary shall not, in such capacity, be treated as the owner of any Trust Assets represented by any SUBI.