Deposit of Portfolio Assets. (a) In order to provide for the payment of Distributions on the Certificates and the performance and observance of all the covenants and conditions herein, the Issuer deposits with, and assigns to the Trustee its rights with respect to, the Portfolio Assets, to the extent provided herein (excepting the Issuer Unassigned Rights).
(b) The Trustee shall hold the Portfolio Assets, in trust, for the benefit of the Beneficial Owners upon the terms set forth herein, until such time as the Certificates have been paid in full and cancelled as set forth herein.
(c) The deposit and assignment hereby made shall be valid and binding from and after the time of delivery of the Portfolio Assets by the Issuer to the Trustee under this Trust Agreement. Any Portfolio Asset, replacement therefor or proceeds thereof, subsequently received by the Issuer (specifically including the SCE Receipts) shall immediately be subject to this Trust Agreement and deposited hereunder and the obligation to perform the contractual provisions hereby made shall be valid and binding and prior to the claims of any and all parties having claims of any kind in tort, contract or otherwise against the Issuer irrespective of whether such parties have notice thereof.
(d) From and after the Closing Date, the Trustee acting in its capacity as trustee hereunder shall hold legal title to the Portfolio Assets, and the Certificates shall evidence equity interests in the Portfolio Assets, including the rights of the Holders and Beneficial Owners thereof to receive Distributions as set forth in the Certificates and herein. The Trustee may cause legal title to any part of the Portfolio Assets to be held by or in the name of the Trustee or any other person as nominee.
(e) The Portfolio Assets and the remainder of the Portfolio Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Trustee or any Person claiming through it, except as provided herein. The Trustee shall not have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the Portfolio Assets to any Person, except as expressly permitted by the provisions of this Trust Agreement or as required by law. The Trustee is authorized and directed to deliver any instrument or document necessary to document or effectuate the transfer of the Portfolio Assets to the Trustee and to obtain delivery of all Portfolio Asset Payments to the Trustee for the benefit of the Benefici...
