Common use of Creation and Declaration of Trusts; Assignment of Deposited Assets Clause in Contracts

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplement, does hereby agree to Grant to the Trustee for the benefit of the Trustee and the Certificateholders of each given Series and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities and other Deposited Assets. Unless otherwise specified in the Supplement, each such Grant will include all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due after the Cut-off Date and received by the Depositor, and will exclude all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due on or before the Cut-off Date. With respect to any Concentrated Underlying Security, the Underlying Securities Schedule shall include information regarding the payment terms of the Concentrated Underlying Security, the maturity or terms thereof, the rating, if any, thereof and any other material information with respect thereto. (b) In connection with each Grant referred to in paragraph (a) of this Section 2.01, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series that are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Supplement) with the Trustee by physical delivery of such Underlying Securities duly endorsed, together with any documents necessary to transfer ownership of such Underlying Securities, to the Trustee, or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust Agreement. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.01, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related Supplement, the Grant of the Deposited Assets accomplished by this Trust Agreement is absolute and shall constitute a

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplement, does hereby agree to Grant to the Trustee for the benefit of the Trustee and the Certificateholders of each given Series and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities and other Deposited Assets. Unless otherwise specified in the Supplement, each such Grant will include all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due after the Cut-off Date and received by the Depositor, and will exclude all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due on or before the Cut-off Date. With respect to any Concentrated Underlying Security, the Underlying Securities Schedule shall include information regarding the payment terms of the Concentrated Underlying Security, the maturity or terms thereof, the rating, if any, thereof and any other material information with respect thereto. (b) In connection with each Grant referred to in paragraph (a) of this Section 2.01, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series that are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Supplement) with the Trustee by physical delivery of such Underlying Securities duly endorsed, together with any documents necessary to transfer ownership of such Underlying Securities, to the Trustee, or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust Agreement. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.01, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, Depositor owns such Underlying Securities, has the right to transfer its interest in such Underlying Securities and such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related Supplement, the Grant of the Deposited Assets accomplished by this Trust Agreement is absolute and shall constitute aa sale. In addition, the Trust created hereunder and thereunder shall constitute a fixed investment trust for federal income tax purposes under Treasury Regulation Section 301.7701-4, and all parties hereto and thereto agree to treat the Trust, any distributions therefrom and the beneficial interest in the Certificates consistently with such characterization. The provisions of this Trust Agreement shall be interpreted consistently with such characterization. (e) Any Trust created hereunder shall not engage in any business or activities other than in connection with, or relating to, the holding, protecting and preserving of the Deposited Assets and the issuance of the Certificates and, if applicable, Call Rights, and other than those required or authorized by this Trust Agreement or incidental to and necessary to accomplish such activities. Any Trust created hereunder shall not issue or sell any certificates or other obligations other than the Certificates or, if applicable, Call Rights or otherwise incur, assume or guarantee any indebtedness for money borrowed. (f) Anything herein to the contrary notwithstanding, none of the Trustee, the Securities Intermediary or any of the Certificateholders assumes any of the obligations of the Depositor or any other Person in respect of the Underlying Securities. (g) The Securities Intermediary expressly agrees with the Trustee and the Certificateholders that, at all times from and after the date hereof, any and all of the Deposited Assets held by the Securities Intermediary in the Certificate Account are to be treated as Financial Assets under, and for all purposes of, UCC Article 8 and UCC Article 9.

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplement, does hereby agree to Grant to the Trustee for the benefit of the Trustee and the Certificateholders of each given Series and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities and other Deposited Assets. Unless otherwise specified in the Supplement, each such Grant will include all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due after the Cut-off Date and received by the Depositor, and will exclude all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due on or before the Cut-off Date. With respect to any Concentrated Underlying Security, the Underlying Securities Schedule shall include information regarding the payment terms of the Concentrated Underlying Security, the maturity or terms thereof, the rating, if any, thereof and any other material information with respect thereto. (b) In connection with each Grant referred to in paragraph (a) of this Section 2.01, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series that are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Supplement) with the Trustee by physical delivery of such Underlying Securities duly endorsed, together with any documents necessary to transfer ownership of such Underlying Securities, to the Trustee, or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust Agreement. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.01, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related Supplement, the Grant of the Deposited Assets accomplished by this Trust Agreement is absolute and shall constitute a

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplementhereof, does hereby agree to (i) Grant to the Trustee Trust, for the benefit of the Trustee and the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities and other Deposited Assets. Unless otherwise Assets attributable to each such Series (except for the Deposited Assets attributable to such Series which are not Granted by the Depositor, as specified in the Deposited Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Deposited Assets Schedule set forth in the Series Supplement for such Series, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Deposited Assets attributable to such Series, in each case as identified on the Deposited Asset Schedule set forth in the Series Supplement for such Series, and all other assets to be included in the respective trust for the benefit of the Certificateholders of each such Series. Each such Grant will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Underlying Securities Deposited Assets due after the applicable Cut-off Date and received by Date, and, unless otherwise specified in the Depositorrelated Series Supplement, and will exclude all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities Deposited Assets due on or before the applicable Cut-off Date. With respect to any Concentrated Underlying Security, the Underlying Securities Schedule shall include information regarding the payment terms of the Concentrated Underlying Security, the maturity or terms thereof, the rating, if any, thereof and any other material information with respect thereto. (b) In connection with each Grant referred to in paragraph (a) of this Section 2.01the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities Deposited Assets for a given Series (except for the Underlying Securities Deposited Assets attributable to such Series that which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities Deposited Assets, duly endorsed, together to the Trust or by causing such Deposited Assets to be registered by book entry in the name of the Trust and (ii) with any respect to each such Deposited Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Underlying Securities, Deposited Asset to the Trustee, or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust AgreementTrust. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.01, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related applicable Series Supplement, the Grant of such Deposited Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Deposited Assets accomplished as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant of Deposited Assets, that the Depositor will as of such respective Closing Date have the right to Grant the applicable Deposited Assets to the Trust. (d) Each Series shall constitute a separate series of the Trust pursuant to Section 3806(b)(2) of the Delaware Business Trust Act (the "DBTA"). Separate and distinct records shall be maintained for each such Series and the assets associated with any such Series shall be held and accounted for separately from the other assets of the Trust, or any other Series thereof. Subject to the right of the Trust to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this limitation on inter-Series liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the DBTA, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the DBTA relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Every note, bond, contract or other undertaking issued by or on behalf of a particular Series shall include a recitation limiting the obligation represented thereby to that Series and its assets. (e) The Trust created hereby shall be known as "TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7," in which name the Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sxx and be sued. (f) The office of the Trust shall be in care of the Trustee at the Corporate Trust Office or at such other address as the Trustee may designate by written notice to the Certificateholders and the Depositor. (g) The purpose of the Trust is, and the Trust shall have the power and authority to, engage in the following activities: (i) to issue Notes pursuant to an Indenture for any Series and the Certificates pursuant to this Agreement and its related Series Supplement and to sell such Notes and such Certificates in one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates to purchase the Deposited Assets for one or more Series; (iii) to assign, grant, transfer, pledge, mortgage and convey the Deposited Assets for one or more series pursuant to the Indenture and to hold, manage and distribute to the Certificateholders any portion of the Deposited Assets for one or more series released from the Lien of, and remitted to the Trust pursuant to, an Indenture: (iv) to execute, deliver and perform its obligations under each Indenture, each Series Supplement and the other documents, agreements and certificates contemplated thereby. (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vi) subject to compliance with the Basic Documents in respect of each Series, to engage in such other activities as may be required in connection with conservation of the Deposited Assets for such Series and the making of distributions to the Certificateholders and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by this Agreement or the Basic Documents in respect of a Series. (h) The Depositor hereby contributes to the Trustee, as of the date hereof, the sum of $1.00. The Trustee hereby acknowledges receipt in trust from the Depositor, as of the date hereof, of the foregoing contribution. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Trustee, reimburse the Trustee for any such expenses paid by the Trustee pursuant to their arrangement set forth in a separate agreement. The Trustee hereby declares that it will hold the Deposited Assets in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents in respect of a Series. It is the intention of the parties hereto that the Trust constitute a business trust under the DBTA and that this Agreement is absolute constitute the governing instrument of such business trust. (i) No Certificateholder shall have any personal liability for any liability or obligation of the Trust. (j) Legal title to all the Deposited Assets shall be vested at all times in the Trust as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Deposited Assets to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Trustee, a co-trustee and/or a separate trustee, as the case may be. (k) The Trust will be located and administered in the State of Delaware. All bank accounts maintained by the Trustee on behalf of the Trust shall constitute abe located in the State of Delaware or the State of New York. The Trust shall not have any employees in any state other than Delaware; PROVIDED, HOWEVER, that nothing herein shall restrict or prohibit the Trustee from having employees within or without the State of Delaware.

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplementhereof, does hereby agree to Grant (i) sell, assign, convey and set-over to the Trustee Trustee, on behalf and for the benefit of the Trustee and the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities and the other Deposited Assets. Unless otherwise Assets attributable to each such Series (except for the Deposited Assets attributable to such Series which are not sold by the Depositor, as specified in the Deposited Assets Schedule to the applicable Series Supplement), in each case as identified on the applicable Deposited Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Deposited Assets attributable to such Series, in each case as identified on the Deposited Assets Schedule to the applicable Series Supplement, and all other assets to be included in the respective Trust for the benefit of the Certificateholders of each such Grant Series. Each such sale will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Underlying Securities due after the applicable Cut-off Date and received by Date, and, unless otherwise specified in the DepositorSeries Supplement, and will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due on or before the applicable Cut-off Date. With respect to Date and (ii) any Concentrated Retained Interest in any such Underlying Security. For the avoidance of doubt, it is understood that (i) if specified in the related Series Supplement, the Depositor shall sell, assign, convey and set-over to the Trustee Underlying Securities Schedule subject to Call Warrants; and (ii) Certificateholders of a given Series of Certificates shall include information regarding not have any recourse to the payment terms Deposited Assets attributable to another Series of Certificates. The Depositor shall deliver or procure the delivery of all Deposited Assets to the Securities Intermediary on behalf of the Concentrated Underlying SecurityTrustee, and the maturity or terms thereofSecurities Intermediary shall accept delivery of such Deposited Assets, in accordance with the rating, if any, thereof and any other material information with respect theretodefinition of “Delivery”. (b) In connection with each Grant sale referred to in paragraph (a) of this Section 2.01the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series that are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities Securities, duly endorsed, together to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and with any respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Underlying Securities, Security to the Trustee, or Trustee or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust Agreement. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.012.1, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, the Depositor owns such Underlying Securities, has the right to transfer its interest in such Underlying Securities and such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a CertificateholderCertificateholder or Warrantholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's ’s knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related applicable Series Supplement, the Grant sale of such Deposited Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Deposited Assets as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any sale of Deposited Assets, that the Depositor will as of such respective Closing Date have the right to sell the applicable Deposited Assets to the Trustee. (e) The Securities Intermediary expressly agrees with the Trustee and the Certificateholders that, at all times from and after the date hereof, any and all of the Deposited Assets accomplished held by this Trust Agreement is absolute the Securities Intermediary in the Certificate Account are to be treated as Financial Assets under, and shall constitute afor all purposes of, Uniform Commercial Code Article 8 and Uniform Commercial Code Article 9.

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplementhereof, does hereby agree to (i) Grant to the Trustee Trustee, on behalf and for the benefit of the Trustee and the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities Deposited Assets attributable to each such Series (except for the Deposited Assets attributable to such Series which are not Granted by the Depositor, as specified in the Deposited Assets Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Deposited Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Deposited AssetsAssets attributable to such Series, in each case as identified on the Deposited Asset Schedule to the applicable Series Supplement, and all other assets to be included in the respective trust for the benefit of the Certificateholders of each such Series. Unless Each such Grant will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Deposited Assets due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, each such Grant will include exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities Deposited Assets due after on or before the applicable Cut-off Date and received by the Depositor, and will exclude all interest, premium (if anyii) and principal of, on or with respect to any Retained Interest in any such Underlying Securities due on or before the Cut-off Date. With respect to any Concentrated Underlying Security, the Underlying Securities Schedule shall include information regarding the payment terms of the Concentrated Underlying Security, the maturity or terms thereof, the rating, if any, thereof and any other material information with respect theretoDeposited Asset. (b) In connection with each Grant referred to in paragraph (a) of this Section 2.01the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities Deposited Assets for a given Series (except for the Underlying Securities Deposited Assets attributable to such Series that which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities Deposited Assets, duly endorsed, together to the Trustee or by causing such Deposited Assets to be registered by book entry in the name of the Trustee and (ii) with any respect to each such Deposited Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Underlying Securities, Deposited Asset to the Trustee, or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust Agreement. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.01, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related applicable Series Supplement, the Grant of such Deposited Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Deposited Assets accomplished by this Trust Agreement is absolute as of the respective Closing Dates will be free and shall constitute aclear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any Grant of Deposited Assets, that the Depositor will as of such respective Closing Date have the right to Grant the applicable Deposited Assets to the Trustee.

Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery of the related Supplementhereof, does hereby agree to Grant (i) sell, assign, convey and set-over to the Trustee Trustee, on behalf and for the benefit of the Trustee and the Certificateholders of each given Series of Certificates and without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under the Underlying Securities and the other Deposited Assets. Unless otherwise Assets attributable to each such Series (except for the Deposited Assets attributable to such Series which are not sold by the Depositor, as specified in the Deposited Assets Schedule to the applicable Series Supplement), in each case as identified on the applicable Deposited Assets Schedule, and all other assets included or to be included in the respective Trust for the benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Deposited Assets attributable to such Series, in each case as identified on the Deposited Assets Schedule to the applicable Series Supplement, and all other assets to be included in the respective Trust for the benefit of the Certificateholders of each such Grant Series. Each such sale will include all interest, premium (if any) and principal received by or on behalf of the Depositor of, on or with respect to any such Underlying Securities due after the applicable Cut-off Date and received by Date, and, unless otherwise specified in the DepositorSeries Supplement, and will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due on or before the applicable Cut-off Date. With respect to Date and (ii) any Concentrated Retained Interest in any such Underlying Security. For the avoidance of doubt, it is understood that if specified in the related Series Supplement, the Depositor shall sell, assign, convey and set-over to the Trustee Underlying Securities Schedule subject to Call Warrants. The Depositor shall include information regarding deliver or procure the payment terms delivery of all Deposited Assets to the Securities Intermediary on behalf of the Concentrated Underlying SecurityTrustee, and the maturity or terms thereofSecurities Intermediary shall accept delivery of such Deposited Assets, in accordance with the rating, if any, thereof and any other material information with respect theretodefinition of "Delivery". (b) In connection with each Grant sale referred to in paragraph (a) of this Section 2.01the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, either (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series that are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities Securities, duly endorsed, together to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and with any respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Underlying Securities, Security to the Trustee, or Trustee or (ii) have ensured that the Underlying Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee, and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with such Clearing Agency for all purposes of this Trust Agreement. (c) In the case of each delivery of Underlying Securities referred to in paragraph (b) of this Section 2.012.1, the Depositor shall be deemed thereby to represent and warrant to the Trustee and the Securities Intermediary that: (i) the Depositor is duly authorized to so deliver the Underlying Securities; (ii) the Underlying Securities so delivered are genuine; (iii) at the time of delivery of the Underlying Securities, the Depositor owns such Underlying Securities, has the right to transfer its interest in such Underlying Securities and such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder. The above representations and warranties shall survive the delivery of the Underlying Securities and the Certificates in respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that to the Depositor's knowledge but without having made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. (d) Unless otherwise specified in the related applicable Series Supplement, the Grant sale of such Deposited Assets by the Depositor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale. The Depositor represents and covenants that the Deposited Assets as of the respective Closing Dates will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor and, with respect to any sale of Deposited Assets, that the Depositor will as of such respective Closing Date have the right to sell the applicable Deposited Assets to the Trustee. (e) The Securities Intermediary expressly agrees with the Trustee and the Certificateholders that, at all times from and after the date hereof, any and all of the Deposited Assets accomplished held by this Trust Agreement is absolute the Securities Intermediary in the Certificate Account are to be treated as Financial Assets under, and shall constitute afor all purposes of, Uniform Commercial Code Article 8 and Uniform Commercial Code Article 9.