Common use of Creation and Declaration of Trust; Assignment of Underlying Securities Clause in Contracts

Creation and Declaration of Trust; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery of the Trust Agreement, Transfers to the Trustee, on behalf and for the benefit of the Holders and without recourse, all the right, title and interest of the Depositor, including any security interest therein, in, to and under (i) the Underlying Securities, (ii) the Certificate Account, including all income from the investment of funds in the Certificate Account, (iii) all payments on or under and all proceeds of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) and (iv) all other assets included or to be included in the Trust Property; in each case except for any specified Retained Interest. (b) In connection with the Transfer referred to in the preceding paragraph, the Depositor shall, not later than the Original Issue Date, (i) deposit the Underlying Securities with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or cause the Underlying Securities to be registered by book-entry in the name of the Trustee provided that the book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositor and (ii) with respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer such Underlying Security to the Trustee. (c) The Guarantor shall deliver the Swap Guarantee to the Trustee for the benefit of the Holders. (d) The Transfer of the Underlying Securities by the Depositor accomplished by the Trust Agreement is absolute (other than with respect to any Retained Interest) and is intended by the parties thereto as a sale as further provided in Section 3.04.

Creation and Declaration of Trust; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery of the Trust Agreement, Transfers to the Trustee, in trust, on behalf and for the benefit of the Holders Unitholders and without recourse, all the right, title and interest of the Depositor, including any security interest therein, in, to and under (i) the Underlying Securities, (ii) the Certificate Unit Account, including all income from the investment of funds in the Certificate Unit Account, (iii) all payments on or under and all proceeds of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) and (iv) all other assets included or to be included in the Trust Property; in each case except for any specified Retained Interest. (b) In connection with the Transfer referred to in the preceding paragraph, the Depositor shall, not later than the Original Issue Closing Date, (i) deposit the Underlying Securities with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee Trustee, its nominee or in blank or cause the Underlying Securities to be registered by book-entry in the name of the Trustee provided that the book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositor and (ii) with respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer such Underlying Security to the Trustee. (c) The Guarantor shall deliver the Swap Guarantee to the Trustee for the benefit of the HoldersUnitholders. (d) The Transfer of the Underlying Securities by the Depositor accomplished by the Trust Agreement is absolute (other than with respect to any Retained Interest) and is intended by the parties thereto as a sale as further provided in Section 3.043.03.

Creation and Declaration of Trust; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery of the Trust Agreement, Transfers to the Trustee, in trust, on behalf and for the benefit of the Holders Unitholders and without recourse, all the right, title and interest of the Depositor, including any security interest therein, in, to and under (i) the Underlying Securities, (ii) the Certificate Unit Account, including all income from the investment of funds in the Certificate Unit Account, (iii) all payments on or under and all proceeds of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) and (iv) all other assets included or to be included in the Trust Property; in each case except for any specified Retained Interest. (b) In connection with the Transfer referred to in the preceding paragraph, the Depositor shall, not later than the Original Issue Closing Date, (i) deposit the Underlying Securities with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee Trustee, its nominee or in blank or cause the Underlying Securities to be registered by book-entry in the name of the Trustee provided that the book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositor and (ii) with respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer such Underlying Security to the Trustee. (c) The Guarantor shall . In the event that the Depositor is unable to deliver the Swap Guarantee to the Trustee for the benefit of the Holders. (d) The Transfer any of the Underlying Securities by on the Closing Date and such Underlying Securities constitute 5% or less of Trust Property, the Units will nevertheless be issued and the Depositor accomplished by will assign to the Trust Agreement is absolute (other than with respect Trustee the Depositor's contractual rights to any Retained Interest) and is intended by the parties thereto as a sale as further provided in Section 3.04receive from MS&Co.

Creation and Declaration of Trust; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery of the Trust Agreement, Transfers to the Trustee, in trust, on behalf and for the benefit of the Holders Unitholders and without recourse, all the right, title and interest of the Depositor, including any security interest therein, in, to and under (i) the Underlying Securities, (ii) the Certificate Unit Account, including all income from the investment of funds in the Certificate Unit Account, (iii) all payments on or under and all proceeds of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) and (iv) all other assets included or to be included in the Trust Property; in each case except for any specified Retained Interest. (b) In connection with the Transfer referred to in the preceding paragraph, the Depositor shall, not later than the Original Issue Closing Date, (i) deposit the Underlying Securities with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee Trustee, its nominee or in blank or cause the Underlying Securities to be registered by book-entry in the name of the Trustee provided that the book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositor and (ii) with respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer such Underlying Security to the Trustee. In the event that the Depositor is unable to deliver any of the Underlying Securities on the Closing Date and such Underlying Securities constitute 10% or less of Trust Property, the Depositor may execute a due bill in favor of the Trustee in respect of such Underlying Securities. Xxe due bill will represent an obligation to deliver the specified Underlying Xxxurities on or before the fifth Business Day after the Closing Date. It will also include an obligation to pay or cause to be paid to the Trustee the amount of any distributions paid on such Underlying Securities after the Closing Date and prior to the date of delivery of such Underlying Securities to the Trustee. If the Depositor is unable to deliver the Underlying Securities represented by the due bill on or before the fifth Business Day after the Closing Date, the Xxxxsitor will pay the greater of the specified purchase price for such Underlying Securities or the market value of such Underlying Securities, together with accrued interest at the applicable Underlying Security rate to the Trustee on such fifth Business Day for distribution on the Units as soon as is reasonably practicable by the Trustee. The Depositor's obligation to pay the greater of the specified purchase price for such Underlying Securities or the market value of such Underlying Securities, together with accrued interest at the applicable Underlying Security rate, upon a failure to deliver Underlying Securities under the due bill will constitute the sole remedy under the due bill and will be gxxxxnteed by Morgan Stanley. If the record date or xxxxr terms for any Underlying Xxxxxxtx xxxxxre that the Depositor shall be entitled to receive any payment to which the Trust is entitled in whole or in part, the Depositor shall transfer within one Business Day, the applicable portion of such amount allocable to the Trust to the Trustee. (c) The Guarantor shall deliver the Swap Guarantee to the Trustee for the benefit of the HoldersUnitholders. (d) The Transfer of the Underlying Securities by the Depositor accomplished by the Trust Agreement is absolute (other than with respect to any Retained Interest) and is intended by the parties thereto as a sale as further provided in Section 3.043.03.