Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the Trustee, on behalf and for the benefit of 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 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 Assets 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. 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, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Deposited Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Deposited Asset. (b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Deposited Assets for a given Series (except for the Deposited Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Deposited Assets, duly endorsed, to the Trustee or by causing such Deposited Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Deposited Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Deposited Asset to the Trustee. (c) Unless otherwise specified in the 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 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 Trustee.
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Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the TrusteeTrust, on behalf and for the benefit of 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 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 ScheduleSchedule 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 to set forth in the applicable Series SupplementSupplement 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 Deposited Assets due after the applicable Cut-off Date, and, unless otherwise specified in the related Series Supplement, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Deposited Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Deposited AssetDate.
(b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Deposited Assets for a given Series (except for the Deposited Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Deposited Assets, duly endorsed, to the Trustee Trust or by causing such Deposited Assets to be registered by book entry in the name of the Trustee Trust and (ii) with respect to each such Deposited Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Deposited Asset to the TrusteeTrust.
(c) Unless otherwise specified in the 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 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 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 be 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.
Appears in 1 contract
Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the Trustee, on behalf and for the benefit of 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 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 Certificate-holders 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 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. 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, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Deposited Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Deposited Asset.
(b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Deposited Assets for a given Series (except for the Deposited Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Deposited Assets, duly endorsed, to the Trustee or by causing such Deposited Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Deposited Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Deposited Asset to the Trustee.
(c) Unless otherwise specified in the 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 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 Trustee.
Appears in 1 contract
Creation and Declaration of Trusts; Assignment of Deposited Assets. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) Grant to the TrusteeTrust, on behalf and for the benefit of 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 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 ScheduleSchedule 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 to set forth in the applicable Series SupplementSupplement 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 Deposited Assets due after the applicable Cut-off Date, and, unless otherwise specified in the related Series Supplement, will exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Deposited Assets due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Deposited AssetDate.
(b) In connection with each Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Deposited Assets for a given Series (except for the Deposited Assets attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Deposited Assets Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Deposited Assets, duly endorsed, to the Trustee or by causing such Deposited Assets to be registered by book entry in the name of the Trustee and (ii) with respect to each such Deposited Asset, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such Deposited Asset to the Trustee.
(c) Unless otherwise specified in the 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 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 Trustee.
Appears in 1 contract
