Common use of Declaration of Trusts Issuance of Certificates Purpose and Classification of Trusts Clause in Contracts

Declaration of Trusts Issuance of Certificates Purpose and Classification of Trusts. Section 2.01. Creation and Declaration of Trusts; Assignment of ------------------------------------------------- Underlying Securities. (a) The Depositor, concurrently with the execution and --------------------- delivery hereof, does hereby agree to 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 Granted by the Depositor, as specified in Schedule A to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Schedule A, and all other assets included or 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 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. With respect to any Concentrated Underlying Security, Schedule A to the applicable Series Supplement shall include information regarding the payment terms of the Concentrated Underlying Security, the Retained Interest, if any, with respect thereto, 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 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, together with any documents necessary to transfer ownership of such Underlying 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 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. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that: (i) the Depositor is duly authorized to so deliver such 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 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 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. Recourse for any breach by the Depositor of any of the foregoing representations (other than clause (i) or (iv) above or as to any lien, pledge, encumbrance, right, charge, claim or other security interest not created by the Depositor other than pursuant to the Trust Agreement) shall be limited to funds obtained from the enforcement of a corresponding claim or obligation, if any, on the part of the seller of such Underlying Securities to the Depositor. (e) It is the intention of all of the parties hereto that the transfer of the Trust Property hereunder and under any Series 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 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 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 Certificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.

Declaration of Trusts Issuance of Certificates Purpose and Classification of Trusts. Section 2.01. Creation and Declaration of Trusts; Assignment of ------------------------------------------------- -------------------------------------------------- Underlying Securities. (a) The Depositor, concurrently with the execution --------------------- and --------------------- delivery hereof, does hereby agree to 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 Granted by the Depositor, as specified in Schedule A to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Schedule A, and all other assets included or 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 due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will exclude 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. With respect to any Concentrated Underlying Security, Schedule A to the applicable Series Supplement shall include information regarding the payment terms of the Concentrated Underlying Security, the Retained Interest, if any, with respect thereto, 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 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, together with any documents necessary to transfer ownership of such Underlying 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 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. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that: (i) the Depositor is duly authorized to so deliver such 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 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 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. Recourse for any breach by the Depositor of any of the foregoing representations (other than clause (i) or (iv) above or as to any lien, pledge, encumbrance, right, charge, claim or other security interest not created by the Depositor other than pursuant to the Trust Agreement) shall be limited to funds obtained from the enforcement of a corresponding claim or obligation, if any, on the part of the seller of such Underlying Securities to the Depositor. (e) It is the intention of all of the parties hereto that the transfer of the Trust Property hereunder and under any Series 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 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 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 Certificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.

Declaration of Trusts Issuance of Certificates Purpose and Classification of Trusts. Section 2.01. 2.01 Creation and Declaration of Trusts; : Assignment of ------------------------------------------------- Underlying Securities. (a) The Depositor, concurrently with the execution and --------------------- delivery hereof, does hereby agree to Grant to the Trustee, on behalf and for the benefit of the Certificateholders of each given Series of Certificates and, if applicable, the Swap Counterparty, 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 Granted by the Depositor, as specified in Schedule A II to the applicable Series Supplement), now existing or hereafter acquired, in each case as identified on the applicable Schedule AI, and all other assets included or 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 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. With respect to any Concentrated Underlying Security, Schedule A to the applicable Series Supplement shall include information regarding the payment terms of the Concentrated Underlying Security, the Retained Interest, if any, with respect thereto, 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 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, together with any documents necessary to transfer ownership of such Underlying 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 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. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor shall be deemed thereby to represent and warrant to the Trustee that: (i) the Depositor is duly authorized to so deliver such 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 the Trust Agreement)interest; 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 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 inquirybest of its knowledge, as of the Closing Date, no default or event of default with respect to the Underlying Securities has occurred and is continuing. Recourse for any breach by the Depositor of any of the foregoing representations (other than clause (i) or (iv) above or as to any lien, pledge, encumbrance, right, charge, claim or other security interest not created by the Depositor other than pursuant to the Trust Agreement) shall be limited to funds obtained from the enforcement of a corresponding claim or obligation, if any, on the part of the seller of such Underlying Securities to the Depositor. (e) It Unless otherwise specified in the related Series Supplement, it is the intention of all of the parties hereto that the transfer of the Trust Property hereunder shall be treated as a grantor trust and under any Series Supplement shall constitute not be treated as an association (or other entity) taxable as a sale and the Trust created hereunder and thereunder shall constitute a fixed investment trust corporation for U.S. federal income tax purposes under Treasury Regulation Section 301.7701-4and it is the intention of the parties hereto that the Certificateholders shall be treated for U.S. federal, state and local income and franchise tax purposes as specified in the related Series Supplement, and all parties hereto and thereto agree to treat the Trust, any distributions therefrom and the beneficial interest in the Certificates consistently with such characterizationshall so agree. The provisions of this Trust Agreement shall be interpreted consistently with such characterizationherewith. (f) Any Unless otherwise specified in the related Series Supplement, 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 Trust Property 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 Certificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.