Common use of Conditions of Authentication and Delivery Clause in Contracts

Conditions of Authentication and Delivery. of New ------------------------------------------------ Series. Certificates of a new Series may be issued at any time and from time to ------ time after the execution and delivery of these Standard Terms and the related Series Supplement. The Depositor shall execute and deliver Certificates of such Series to the Trustee, with appropriate Coupons, if any, appertaining thereto, and the Trustee shall authenticate and deliver such Certificates upon a Depositor Order and upon delivery by the Depositor to the Trustee of the following: (1) The delivery of the Underlying Securities in accordance with Section 2.01(b); (2) Opinions of Counsel to the Depositor, addressed to the Trustee, in a form acceptable to the Trustee; (3) An Officer's Certificate of the Depositor, dated as of the Closing Date, to the effect that all of the requirements of this Section 5.12 have been satisfied, and that the Depositor is not in breach of this Trust Agreement and that the issuance of the Certificates will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Depositor's Certificate of Incorporation or bylaws, or any indenture, mortgage, deed of transfer or other agreement or instrument to which the Depositor is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Depositor is a party or by which it or its property may be bound or to which it or its property may be subject; (4) A Series Supplement consistent with the applicable provisions of these Standard Terms; (5) If applicable, a fully executed copy of the Swap Agreement, together with all documents and opinions required to be delivered to the Trust upon execution thereof pursuant to the terms thereof; (6) Written instructions by the Depositor to the Trustee directing the Trustee to enter into and perform any obligations under the Swap Agreement, if applicable, and/or the Market Agent Agreement, if applicable. If all the Certificates of a Series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 5.12 must be delivered only once, prior to the authentication and delivery of the first Certificate of such Series; provided, however, that any subsequent Depositor Order to the Trustee to authenticate Certificate of such Series upon original issuance shall constitute a representation and warranty by the Depositor that, as of the date of such request, the statements made in this Section 5.12 shall be true and correct as if made on such date.

Conditions of Authentication and Delivery. of New ------------------------------------------------ Series. Certificates of a new Series may be issued at any time and from time to ------ time after the execution and delivery of these Standard Terms and the related Series Supplement. The Depositor shall execute and deliver Certificates of such Series to the Trustee, with appropriate Coupons, if any, appertaining thereto, and the Trustee shall execute, authenticate and deliver such Certificates upon a Depositor Order and upon delivery by the Depositor to the Trustee of a Depositor Order and the following: (1) The delivery of the Underlying Securities in accordance with Section 2.01(b); (2) Opinions of Counsel to the Depositor, addressed to the Trustee, in a form acceptable to the Trustee; (3) An Officer's Certificate of the Depositor, dated as of the Closing Date, to the effect that all of the requirements of this Section 5.12 5.11 have been satisfied, and that the Depositor is not in breach of this Trust Agreement and that the issuance of the Certificates will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Depositor's Certificate Memorandum and Articles of Incorporation or bylawsAssociation, or any indenture, mortgage, deed of transfer or other agreement or instrument to which the Depositor is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Depositor is a party or by which it or its property may be bound or to which it or its property may be subject; (43) A Series Supplement consistent with the applicable provisions of these Standard Terms; (4) All agreements, instruments or other documents called for by the applicable Series Supplement as a condition to the issuance of the Certificates of such Series; (5) If applicable, a fully executed copy of the Swap Agreement, together with all documents and opinions required to be delivered to the Trust upon execution thereof pursuant to the terms thereof;; and (6) Written instructions by the Depositor to the Trustee directing the Trustee to enter into and perform any obligations under the Swap Agreement, if applicable, and/or the Market Agent Agreement, if applicable. If all the Certificates of a Series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 5.12 5.11 must be delivered only once, prior to the authentication and delivery of the first Certificate of such Series; provided, however, that any subsequent Depositor Order to the Trustee to authenticate Certificate Certificates of such Series upon original issuance shall constitute a representation and warranty by the Depositor that, as of the date of such request, the statements made in this Section 5.12 5.11 shall be true and correct as if made on such date.

Conditions of Authentication and Delivery. of New ------------------------------------------------ Series. ------------------------------------------------------- Certificates of a new Series may be issued at any time and from time to ------ time after the execution and delivery of these Standard Terms and the related Series Supplement. The Depositor shall execute and deliver Certificates of such Series to the Trustee, with appropriate Coupons, if any, appertaining thereto, Trustee and the Trustee shall authenticate and deliver such Certificates upon a Depositor Order and upon delivery by the Depositor to the Trustee of the following: (1) The delivery of the Underlying Securities in accordance with Section 2.01(b); (2) Opinions of Counsel to the Depositor, addressed to the Trustee, in a form acceptable to the Trustee; (3) An Officer's Certificate of the Depositor, dated as of the Closing Date, to the effect that all of the requirements of this Section 5.12 have been satisfied, and that the Depositor is not in breach of this Trust Agreement and that the issuance of the Certificates will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Depositor's Certificate of Incorporation or bylaws, or any indenture, mortgage, deed of transfer or other agreement or instrument to which the Depositor is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Depositor is a party or by which it or its property may be bound or to which it or its property may be subject; (4) A Series Supplement consistent with the applicable provisions of these Standard Terms; (5) If applicable, a fully executed copy of the Swap Agreement, together with all documents and opinions required to be delivered to the Trust upon execution thereof pursuant to the terms thereof;; and (6) Written instructions by the Depositor to the Trustee directing the Trustee to enter into and perform any obligations under the Swap Agreement, if applicable, and/or the Market Agent Agreement, if applicable. If all the Certificates of a Series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 5.12 must be delivered only once, prior to the authentication and delivery of the first Certificate of such Series; provided, however, that any -------- ------- subsequent Depositor Order to the Trustee to authenticate Certificate Certificates of such Series upon original issuance shall constitute a representation and warranty by the Depositor that, as of the date of such request, the statements made in this Section 5.12 shall be true and correct as if made on such date.

Conditions of Authentication and Delivery. of New ------------------------------------------------ ------------------------------------------------- Series. Certificates of a new Series may be issued at any time and from time ------ to ------ time after the execution and delivery of these Standard Terms and the related Series Supplement. The Depositor shall execute and deliver Certificates of such Series to the Trustee, with appropriate Coupons, if any, appertaining thereto, Trustee and the Trustee shall authenticate and deliver such Certificates upon a Depositor Order and upon delivery by the Depositor to the Trustee of the following: (1) The delivery of the Underlying Securities in accordance with Section 2.01(b); (2) Opinions of Counsel to the Depositor, addressed to the Trustee, in a form acceptable to the Trustee; (3) An Officer's Certificate of the Depositor, dated as of the Closing Date, to the effect that all of the requirements of this Section 5.12 5.11 have been satisfied, and that the Depositor is not in breach of this Trust Agreement and that the issuance of the Certificates will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Depositor's Certificate Memorandum and Articles of Incorporation or bylawsAssociation, or any indenture, mortgage, deed of transfer or other agreement or instrument to which the Depositor is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Depositor is a party or by which it or its property may be bound or to which it or its property may be subject; (43) A Series Supplement consistent with the applicable provisions of these Standard Terms; (4) All agreements, instruments or other documents called for by the applicable Series Supplement as a condition to the issuance of the Certificates of such Series; (5) If applicable, a fully executed copy of the Swap Agreement, together with all documents and opinions required to be delivered to the Trust upon execution thereof pursuant to the terms thereof;; and (6) Written instructions by the Depositor to the Trustee directing the Trustee to enter into and perform any obligations under the Swap Agreement, if applicable, and/or the Market Agent Agreement, if applicable. If all the Certificates of a Series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 5.12 5.11 must be delivered only once, prior to the authentication and delivery of the first Certificate of such Series; provided, however, that any subsequent Depositor Order to the Trustee to authenticate Certificate Certificates of such Series upon original issuance shall constitute a representation and warranty by the Depositor that, as of the date of such request, the statements made in this Section 5.12 5.11 shall be true and correct as if made on such date.

Conditions of Authentication and Delivery. of New ------------------------------------------------ Series. Certificates of a new Series may be issued at any time and from time to ------ time after the execution and delivery of these Standard Terms and the related Series Supplement. The Depositor shall execute and deliver Certificates of such Series to the Trustee, with appropriate Coupons, if any, appertaining thereto, and the Trustee shall execute, authenticate and deliver such Certificates upon a Depositor Order and upon delivery by the Depositor to the Trustee of a Depositor Order and the following: (1) The delivery of the Underlying Securities in accordance with Section 2.01(b); (2) Opinions of Counsel to the Depositor, addressed to the Trustee, in a form acceptable to the Trustee; (3) An Officer's Certificate of the Depositor, dated as of the Closing Date, to the effect that all of the requirements of this Section 5.12 5.11 have been satisfied, and that the Depositor is not in breach of this Trust Agreement and that the issuance of the Certificates will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Depositor's Certificate Memorandum and Articles of Incorporation or bylawsAssociation, or any indenture, mortgage, deed of transfer or other agreement or instrument to which the Depositor is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Depositor is a party or by which it or its property may be bound or to which it or its property may be subject; (43) A Series Supplement consistent with the applicable provisions of these Standard Terms; (4) All agreements, instruments or other documents called for by the applicable Series Supplement as a condition to the issuance of the Certificates of such Series; (5) If applicable, a fully executed copy of the Swap Agreement, together with all documents and opinions required to be delivered to the Trust upon execution thereof pursuant to the terms thereof;; and (6) Written instructions by the Depositor to the Trustee directing the Trustee to enter into and perform any obligations under the Swap Agreement, if applicable, and/or the Market Agent Agreement, if applicable. If all the Certificates of a Series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 5.12 5.11 must be delivered only once, prior to the authentication and delivery of the first Certificate of such Series; provided, however, that any subsequent Depositor Order to the Trustee to authenticate Certificate Certificates of such Series upon original issuance shall constitute a representation and warranty by the Depositor that, as of the date of such request, the statements made in this Section 5.12 5.11 shall be true and correct as if made on such date.