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

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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 Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold by the Depositor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), in each case as identified on the applicable Underlying Securities 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 Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 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, 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Underlying Security. (b) In connection with each sale referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) with 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 Security to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the sale of such Underlying Securities 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 and not a loan. The Depositor represents and covenants that the Underlying Securities 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 Underlying Securities, that the Depositor will as of such respective Closing Date have the right to sell the applicable Underlying Securities to the Trustee.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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 Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold Granted by the Depositor, as specified in the Underlying Securities Schedule I to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Underlying Securities ScheduleSchedule I, 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 Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 sale 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 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Underlying Security. (b) In connection with each sale Grant referred to in the 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 which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing (ii) have delivered such Underlying Securities to be registered by book entry a Clearing Agency, in which event (A) the name Trustee has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a trust account of the Trustee, or its authorized agent, and the Trustee shall have the right to hold and (ii) with respect to each maintain such Underlying Security, deliver or cause to be delivered to the Trustee Securities on deposit with such Clearing Agency for all documents necessary to transfer ownership purposes of each such Underlying Security to the Trusteethis Trust Agreement. (c) Unless otherwise specified in the applicable Series Supplement, the sale The Grant of such Underlying Securities 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 sale. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and not a loan. The warrant to the Trustee that: (i) the Depositor represents and covenants that is duly authorized to so deliver such Underlying Securities; (ii) the Underlying Securities as so delivered are genuine; (iii) at the time of delivery of the respective Closing Dates will be Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest or lien or interest; and (iv) such delivery is irrevocable and free of any continuing claim in favor by the Depositor except such as the Depositor may have as a Certificateholder of a Certificate; (e) It is the intention of all of the Depositor parties hereto that the transfer of the Trust Property hereunder and under any Series Supplement shall constitute a sale and, unless otherwise set forth in the Series Supplement, 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 a grantor trust under the Code, and all parties hereto and thereto agree to treat the Trust, any distributions therefrom and the beneficial interest in the Certificates consistently with respect to such characterization. The provisions of this Trust Agreement shall be interpreted consistently with such characterization. (f) Any Trust created hereunder shall not engage in any sale of Underlying Securities, that the Depositor will as of such respective Closing Date have the right to sell the applicable Underlying Securities business. Any Trust created hereunder shall engage only in those activities relating to the Trusteeholding, protecting and preserving of the Trust Property and the issuance of the Certificates and those activities required or authorized by this Trust Agreement or incidental to and necessary hereunder. Any Trust created hereunder shall not issue or sell any certificates or other obligations other than the Certificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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 Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold Granted by the Depositor, as specified in the Underlying Securities Schedule to the applicable Series SupplementSchedule), now existing or hereafter acquired, in each case as identified on the applicable Underlying Securities 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 related Series, as specified in the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 sale 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 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) Date. With respect to any Retained Interest in any such 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 sale Grant referred to in the 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 which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, Securities duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) together with respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all any documents necessary to transfer ownership of each such Underlying Security Securities, to the Trustee or (ii) have delivered such Underlying Securities to a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a trust account of the Trustee, or its authorized agent, and the Trustee 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) Unless otherwise specified in the applicable Series Supplement, the sale Grant of such Underlying Securities 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 sale. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and not a loan. The warrant to the Trustee that: (i) the Depositor represents and covenants that is duly authorized to so deliver such Underlying Securities; (ii) the Underlying Securities as so delivered are genuine; (iii) at the time of delivery of the respective Closing Dates will be Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest or (other than the lien or created by the 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 of a Certificate. The above representations and warranties shall survive the delivery of such Underlying Securities and the Certificates in favor 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 Depositor andClosing Date, no default or event of default with respect to any sale the Underlying Securities has occurred and is continuing. (e) It is the intention of Underlying Securities, all of the parties hereto that the Depositor will as transfer of the Trust Property hereunder and under any Supplement shall constitute a sale and 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 respective Closing Date have characterization. The provisions of this Trust Agreement shall be interpreted consistently with such characterization. (f) Any Trust created hereunder shall not engage in any business or activities other than in connection with, or relating to, the right holding, protecting and preserving of the Trust Property and the issuance of the Certificates, 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 applicable Underlying Securities to the TrusteeCertificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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 Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold Granted by the Depositor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Underlying Securities 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 Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 sale 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 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Underlying Security. (b) In connection with each sale Grant referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery Delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) with 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 Security to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the sale Grant of such Underlying Securities 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 and not a loan. The Depositor represents and covenants that the Underlying Securities 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 Underlying Securities, that the Depositor will as of such respective Closing Date have the right to sell the applicable Underlying Securities to the Trusteesale.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The DepositorTrustor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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, Trustor in, to and under the Underlying Securities attributable designated to each such Series (except for the Underlying Securities attributable designated to such Series which that are not sold by the DepositorTrustor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), in each case as identified on the applicable Underlying Securities 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 Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 sale by the Trustor will include all interest, premium (if any) and principal received by or on behalf of the Depositor Trustor of, on or with respect to any such Underlying Securities 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Underlying Security. (b) In connection with each sale referred to in the preceding paragraph, the Depositor Trustor shall, not later than the applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable designated to such Series which that are to be acquired from a Person other than the DepositorTrustor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) with 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 Security to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the sale of such Underlying Securities by the Depositor Trustor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale and not a loan. The Depositor Trustor represents and covenants that the Underlying Securities 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 Trustor and, with respect to any sale by the Trustor of Underlying Securities, that the Depositor Trustor will as of such respective Closing Date have the right to sell the applicable Underlying Securities to the Trustee.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereofof the applicable Series Supplement, does hereby agree to (i) sell, assign, convey and transfer, set-over and otherwise convey to the TrusteeTrust, on behalf and for the benefit of the Certificateholders of each given the related Series of Certificates and Certificates, 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 attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold by the Depositor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), in each case as identified on the applicable Underlying Securities Schedule, and all other assets included or to be included in transferred to the respective Trust for the benefit of the Certificateholders of each such Series (including but not limited to any Credit Support Instrument) or (ii) deliver to the Trustee for deposit in credit to the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Underlying Securities on behalf of the Trust attributable to such Series, in each case as identified on the Underlying Security Schedule to the applicable Series Supplement, and all other assets to be included in transferred to the respective Trust for the benefit of the Certificateholders of each such Series. To the extent the Depositor causes Underlying Securities to be acquired by the Trustee pursuant to clause (ii) above, the Depositor will be identified as the Trustor in the related Series Supplement. 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, unless otherwise specified in the Series Supplement, will exclude (ix) 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 and (iiy) any Retained Interest in any such Underlying Security. (b) In connection with each sale referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee on behalf of the Trust by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and Trust, (ii) with 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 Security to the TrusteeTrust and (iii) assign all of its rights and privileges under each of the Underlying Security Purchase Agreements relating to the Underlying Securities sold to the Trust. (c) Unless otherwise specified in the applicable Series Supplement, the sale of such Underlying Securities 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 and not a loan. The Depositor represents and covenants that the Underlying Securities as of the respective related Closing Dates Date 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 Underlying Securities, that the Depositor will as of such respective related Closing Date have the right to sell the applicable Underlying Securities to the TrusteeTrust.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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 Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold Granted by the Depositor, as specified in the Underlying Securities Schedule to the applicable Series SupplementSchedule), now existing or hereafter acquired, in each case as identified on the applicable Underlying Securities 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 Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 related Series. Each such sale 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 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) Date. With respect to any Retained Interest in any such 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 sale Grant referred to in the 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 which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, Securities duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) together with respect to each such Underlying Security, deliver or cause to be delivered to the Trustee all any documents necessary to transfer ownership of each such Underlying Security Securities, to the Trustee or (ii) have delivered such Underlying Securities to a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a trust account of the Trustee, or its authorized agent, and the Trustee 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) Unless otherwise specified in the applicable Series Supplement, the sale Grant of such Underlying Securities 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 sale. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and not a loan. The warrant to the Trustee that: (i) the Depositor represents and covenants that is duly authorized to so deliver such Underlying Securities; (ii) the Underlying Securities as so delivered are genuine; (iii) at the time of delivery of the respective Closing Dates will be Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest or (other than the lien or created by the 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 of a Certificate. The above representations and warranties shall survive the delivery of such Underlying Securities and the Certificates in favor 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 Depositor andClosing Date, no default or event of default with respect to any sale the Underlying Securities has occurred and is continuing. (e) It is the intention of Underlying Securities, all of the parties hereto that the Depositor will as transfer of the Trust Property hereunder and under any Supplement shall constitute a sale and 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 respective Closing Date have characterization. The provisions of this Trust Agreement shall be interpreted consistently with such characterization. (f) Any Trust created hereunder shall not engage in any business or activities other than in connection with, or relating to, the right holding, protecting and preserving of the Trust Property and the issuance of the Certificates, 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 applicable Underlying Securities to the TrusteeCertificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The DepositorTrustor, concurrently with the execution and delivery hereofof the applicable Series Supplement, does hereby agree to (i) sell, assign, convey and transfer, set-over and otherwise convey to the TrusteeTrust, on behalf and for the benefit of the Certificateholders of each given the related Series of Certificates and Certificates, without recourse, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the DepositorTrustor, in, to and under the Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold by the DepositorTrustor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), in each case as identified on the applicable Underlying Securities Schedule, and all other assets included or to be included in transferred to the respective Trust for the benefit of the Certificateholders of each such Series (including but not limited to any Credit Support Instrument) or (ii) deliver to the Trustee for deposit in credit to the Certificate Account an amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Underlying Securities on behalf of the Trust attributable to such Series, in each case as identified on the Underlying Security Schedule to the applicable Series Supplement, and all other assets to be included in transferred to the respective Trust for the benefit of the Certificateholders of each such Series. To the extent the Trustor causes Underlying Securities to be acquired by the Trustee pursuant to clause (ii) above, the Trustor will be identified as the Trustor in the related Series Supplement. Each such sale will include all interest, premium (if any) and principal received by or on behalf of the Depositor Trustor of, on or with respect to any such Underlying Securities due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude (ix) 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 and (iiy) any Retained Interest in any such Underlying Security. (b) In connection with each sale referred to in the preceding paragraph, the Depositor Trustor shall, not later than the applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series which are to be acquired from a Person other than the DepositorTrustor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee on behalf of the Trust by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and Trust, (ii) with 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 Security to the TrusteeTrust and (iii) assign all of its rights and privileges under each of the Underlying Security Purchase Agreements relating to the Underlying Securities sold to the Trust. (c) Unless otherwise specified in the applicable Series Supplement, the sale of such Underlying Securities by the Depositor Trustor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as a sale and not a loan. The Depositor Trustor represents and covenants that the Underlying Securities as of the respective related Closing Dates Date will be free and clear of any right, charge, security interest or lien or claim in favor of the Depositor Trustor and, with respect to any sale of Underlying Securities, that the Depositor Trustor will as of such respective related Closing Date have the right to sell the applicable Underlying Securities to the TrusteeTrust.

Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over 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 Underlying Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not to be sold by the Depositor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), in each case as identified on the applicable Underlying Securities 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 Underlying Securities attributable to such Series, in each case as identified on the Underlying Security 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 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, 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 Underlying Securities due on or before the applicable Cut-off Date and (ii) any Retained Interest in any such Underlying Security. (b) In connection with each sale referred to in the preceding paragraph, the Depositor shall, not later than the applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable to such Series which are to be acquired from a Person other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) with 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 Security to the Trustee. (c) Unless otherwise specified in the applicable Series Supplement, the sale of such Underlying Securities 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 and not a loan. The Depositor represents and covenants that the Underlying Securities 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 Underlying Securities, that the Depositor will as of such respective Closing Date have the right to sell the applicable Underlying Securities to the Trustee.