The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Michigan. The Issuer has been duly created, and is validly existing as a statutory business trust in good standing under the laws of the State of Delaware. The Issuer has conducted and will conduct no business other than the transactions contemplated by this Agreement and the Declaration; the Issuer is not a party to or bound by any agreement or instrument other than this Agreement, the Declaration and the agreements and instruments contemplated by the Declaration; the Issuer has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Declaration; the Issuer is not a party to or subject to any action, suit or proceeding of any nature; and the Issuer is not, and at the Closing Date will not be, to the knowledge of the Closing Parties, classified as an association taxable as a corporation for United States federal income tax purposes.