Common use of Duties of Trustee; Notice of Defaults Clause in Contracts

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust Agreement. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasance, except that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or upon any directions or information supplied by the Administrative Agent or the Depositor that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Term Asset now existing or hereafter acquired or to impair the value of any Term Asset now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Term Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities Term Assets or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Term Assets, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities Term Assets were issued) with respect to any Underlying Security Term Asset and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depository or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying SecuritiesTerm Assets, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by for payment defaults on the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableTerm Assets. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Term Asset now existing or hereafter acquired or to impair the value of any Term Asset now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Term Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities Term Assets or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Term Assets, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities Term Assets were issued) with respect to any Underlying Security Term Asset and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying SecuritiesTerm Assets, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by for payment defaults on the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableTerm Assets. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust Agreement these Standard Terms and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreementthese Standard Terms, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's ’s own affairs. Any permissive right of the Trustee enumerated in these Standard Terms shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of these Standard Terms, shall examine them to determine whether they conform to the requirements of these Standard Terms. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthese Standard Terms, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee’s satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of these Standard Terms shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) this subsection 7.1(c) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of these Standard Terms, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in these Standard Terms, no implied covenants or (b)obligations shall be read into these Standard Terms against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of these Standard Terms; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of holders of Certificates evidencing not less than the Required Percentage—Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under these Standard Terms; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in these Standard Terms shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under these Standard Terms except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in these Standard Terms; (v) except for actions expressly authorized by law and may be deposited under such general conditions these Standard Terms, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in these Standard Terms, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of these Standard Terms. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, these Standard Terms or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming be taxable as a corporation for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in this connectionthe case may be, under these Standard Terms, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in these Standard Terms. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC orthe Rating Agencies, the Depositary and, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders thereof as provided in Section 11.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Certificateholders shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a1) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Event of Default) be liable except for Default and after the performance by the Trustee curing or waiver of all such dutiesEvents of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in this Agreement, the Series Trust Agreement Currency Swap and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorCall Option. During the period that an Event of Default shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. In the event of any payment default by the Swap Counterparty under the Currency Swap, the Trustee shall provide a notice to the Swap Counterparty of such default in the form of Exhibit D, and the Currency Swap shall terminate on the third Business Day following such notice unless such default is remedied before such date. In the event of any payment default by the Callholder under the Call Option, the Trustee shall provide a notice to the Callholder and the Company of such default in the form of Exhibit E, and the Call Option shall immediately terminate. (b2) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them in good faith to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementCompany and Certificateholders. (c3) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii1) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (2) except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Trust Asset now existing or hereafter acquired or to impair the value of any Trust Asset now existing or hereafter acquired; (3) except as expressly provided in this Agreement, the Trustee shall have no power to vary the corpus of the Trust, including by (A) accepting any substitute obligation or asset for a direction received by it pursuant Trust Asset initially assigned to the Trustee under Section 5.22.1, 5.3 (B) adding any other investment, obligation or 7.5security to the Trust or (C) withdrawing from the Trust any Trust Assets; and (iv4) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming event that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement Paying Agent or the Certificates which is not incidental Certificate Registrar shall fail to its responsibilities under the Series Trust Agreement perform any obligation, duty or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders agreement in the manner and or on the day required to be performed by the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, Paying Agent or any combinationCertificate Registrar, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assetsunder this Agreement, the Trustee shall be protected in withholding the notice obligated promptly upon its knowledge thereof to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payableperform such obligation, and such default continues unremedied for the period specified in the indenture duty or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect agreement in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableso required. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesEvents of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee’s satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Event of Default with respect to any Series, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, related Series Supplement) to fail to be classified as either a grantor trust or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable a partnership (other than a publicly traded partnership treated as a corporation corporation) for U.S. federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within the later of (1) 90 days after such event of default occursoccurs or (2) 30 days after which the Trustee has knowledge of such default. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (g) Holders of Certificates shall have no recourse against the Depositor or the Trustee for payment defaults on the Underlying Securities. (h) If (i) default is made in Whether or not therein expressly so provided, every provision of this Agreement relating to the payment of any installment of interest on any Underlying Security when conduct or affecting the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal liability of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail affording protection to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection provisions of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisablethis Section. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementTrustor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage-Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming be taxable as a corporation for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor Trustor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Trustor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Trustor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documentsthis Agreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust this Agreement. No implied covenants or obligations shall be read into the Series Trust this Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairsTrustee. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust this Agreement. (c) The Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct or bad faith, except that: (i) this subsection Section 7.1(c) shall not limit the effect of subsections Section 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryOfficers of the Trustee, unless it is proved that the Trustee or such Authorized Signatory Responsible Officer was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.25.1, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust this Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys Moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may shall be deposited under such general conditions as may be prescribed by lawin the Collection Account, and the Trustee shall not be liable for to pay any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, Officer of the Trustee, result in the Trust's becoming taxable being characterized as other than a corporation grantor trust for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in adversely affect the intended classification of the Trust becoming taxable as a corporation grantor trust for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a resulthereunder, including any actions taken at the direction of the Depositor, is in accordance with this Agreement). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.17.1(e). (f) The Trustee (except as specifically provided herein) shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsAssets. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall not be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which Assets that is not incidental to its responsibilities under the Series Trust this Agreement or which that in its opinion may involve it in any expense or liabilityliability unless indemnification satisfactory to it is provided. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust this Agreement. (h) If the Underlying Securities Issuer announces its intention to tender for or otherwise make an unscheduled payment on or repurchase of the Underlying Securities, or if a third party announces its intention to tender for the Underlying Securities, the Trustee shall not accept such tender offer or unscheduled payment or repurchase offer, other than upon the unanimous vote of the Class _____ Certificateholders, except to the extent specified in Section 2.15(j). (i) The Trustee shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may be required by the Option Agent in order to enable it to carry out or perform its duties under the Call Option Agreements.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust Agreement. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasance, except that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1.EXHIBIT 4.5 (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided provided, however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such EXHIBIT 4.5 Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Event of Default) be liable except for Default and after the performance by the Trustee curing or waiver of all such dutiesEvents of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in this Agreement, the Series Trust Agreement Currency Swap and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorCall Option. During the period that an Event of Default shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. In the event of any payment default by the Swap Counterparty under the Currency Swap, the Trustee shall provide a notice to the Swap Counterparty of such default in the form of Exhibit D, and the Currency Swap shall terminate on the third Business Day following such default unless it is remedied before such date. In the event of any payment default by the Callholder under the Call Option, the Trustee shall provide a notice to the Callholder of such default in the form of Exhibit E, and the Call Option shall immediately terminate. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them in good faith to determine whether they conform on their face to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take such action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of the Series Trust AgreementTrustee will provide notice thereof to Yorkshire Group and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (ii) except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Trust Asset now existing or hereafter acquired or to impair the value of any Trust Asset now existing or hereafter acquired; (iii) except as expressly provided in this Agreement, the Trustee shall have no power to vary the corpus of the Trust including by (A) accepting any substitute obligation or asset for a direction received by it pursuant Trust Asset initially assigned to the Trustee under Section 5.22.1, 5.3 (B) adding any other investment, obligation or 7.5security to the Trust or (C) withdrawing from the Trust any Trust Assets; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming event that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement Paying Agent or the Certificates which is not incidental Certificate Registrar shall fail to its responsibilities under the Series Trust Agreement perform any obligation, duty or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders agreement in the manner and or on the day required to be performed by the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, Paying Agent or any combinationCertificate Registrar, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assetsunder this Agreement, the Trustee shall be protected in withholding the notice obligated promptly upon its knowledge thereof to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payableperform such obligation, and such default continues unremedied for the period specified in the indenture duty or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect agreement in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableso required. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except Except during the continuance of an Administrative Agent Termination Event or an Event of Default) be liable except for the performance by Default with respect to any Series, the Trustee of undertakes to perform such duties, duties and only such duties, duties as are specifically set forth in the Series Trust Agreement this Agreement, and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No no implied covenants or obligations shall be read into the Series Trust this Agreement against the Trustee or the DepositorTrustee. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). If any such instrument is found not to conform to the requirements of this Agreement, the Trustee shall take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Depositor, Administrative Agent, if any, the Certificateholders and the Rating Agencies, if any. In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust this Agreement. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) Nothing in this subsection 7.1(cSection 8.1(c) shall not be construed to limit the effect of subsections 7.1(aSections 8.1(a) or (b)and 8.1(b) of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage – Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (v) except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any loss Underlying Security now existing or diminution in hereafter acquired or to impair the value of any Underlying Securities Security now existing or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms.hereafter acquired; (dvi) Subject to Section 6.1 and the definition of "Eligible Trust Account" except as expressly provided in Section 1.1 hereofthis Agreement, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c) within 90 days after such )); provided, however, that, except in the case of an event of default occursin the payment of the principal of (or premium, if any) or interest on any Underlying Securities, the Trustee shall be protected in withholding such notice if and so long as a committee of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of the Underlying Securities. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in . (g) Holders of Certificates shall have no recourse against the case of a default in Depositor or the Trustee for payment of principal or interest in respect of defaults on the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersSecurities. (h) If (i) default is made in the payment of any installment of interest The Trustee shall comply with all obligations imposed on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith it pursuant to the Trustee, for WHFIT Regulations. For the benefit avoidance of the Certificateholdersdoubt, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee Depositor shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made liable for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer any penalties or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed costs attributable to be payable, unless otherwise directed any failure by the Certificateholders evidencing a majority of Trustee to comply with the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableWHFIT Regulations. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust Agreement these Standard Terms and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreementthese Standard Terms, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in these Standard Terms shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of these Standard Terms, shall examine them to determine whether they conform to the requirements of these Standard Terms. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthese Standard Terms, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of these Standard Terms shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) this subsection 7.1(c) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of these Standard Terms, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in these Standard Terms, no implied covenants or (b)obligations shall be read into these Standard Terms against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of these Standard Terms; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of holders of Certificates evidencing not less than the Required Percentage-Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under these Standard Terms; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in these Standard Terms shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under these Standard Terms except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in these Standard Terms; (v) except for actions expressly authorized by law and may be deposited under such general conditions these Standard Terms, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in these Standard Terms, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of these Standard Terms. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, these Standard Terms or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming be taxable as a corporation for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in this connectionthe case may be, under these Standard Terms, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in these Standard Terms. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders thereof as provided in Section 11.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Certificateholders shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except Except during the continuance of an Administrative Agent Termination Event or an Event of Default) be liable except for the performance by Default with respect to any Series, the Trustee of undertakes to perform such duties, duties and only such duties, duties as are specifically set forth in the Series Trust Agreement this Agreement, and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No no implied covenants or obligations shall be read into the Series Trust this Agreement against the Trustee or the DepositorTrustee. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). If any such instrument is found not to conform to the requirements of this Agreement, the Trustee shall take action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Depositor, Administrative Agent, if any, the Certificateholders and the Rating Agencies, if any. In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust this Agreement. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasance, except that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust Agreement. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasance, except that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.17. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee’s satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementTrustor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage – Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor Trustor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Trustor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Trustor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementTrustor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage - Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor Trustor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Trustor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Trustor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementTrustor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage – Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor Trustor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Trustor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Trustor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during prior to the continuance occurrence of an Event a default under a Trust Asset Instrument and after the curing of Default) be liable except for the performance by the Trustee of all such dutiesdefaults, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Event of Default shall have occurred and in which such a default is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments (other than the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions Underlying Securities) furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of a default under a Trust Asset Instrument, and after the curing of all such defaults, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or upon any directions or information supplied by the Depositor that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform; (v) except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or diminution in hereafter acquired or to impair the value of any Underlying Securities Security now existing or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms.hereafter acquired; (dvi) Subject to Section 6.1 and the definition of "Eligible Trust Account" except as expressly provided in Section 1.1 hereofthis Agreement, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that (i) is inconsistent with additional securities, modify or permit the purposes modification of any Trust Asset Instrument or otherwise vary the investment of the Trust set forth in Section 2.3Certificateholders or incur or modify any obligations, (iia) wouldexcept as expressly required or permitted by the terms of this Agreement or (b) unless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1.manner so required and (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and written notice of such default is known has been provided to the TrusteeTrustee or if a payment default with respect to any Underlying Security has occurred, the Trustee shall promptly give notice to DTC the Depositor or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 9.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documentsthis Agreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust this Agreement. No implied covenants or obligations shall be read into the Series Trust this Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairsTrustee. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust this Agreement. (c) The Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct or bad faith, except that: (i) this subsection Section 7.1(c) shall not limit the effect of subsections Section 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryOfficers of the Trustee, unless it is proved that the Trustee or such Authorized Signatory Responsible Officer was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.25.1, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust this Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys Moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may shall be deposited under such general conditions as may be prescribed by lawin the Collection Account, and the Trustee shall not be liable for to pay any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, Officer of the Trustee, result in the Trust's becoming taxable being characterized as other than a corporation grantor trust for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in adversely affect the intended classification of the Trust becoming taxable as a corporation grantor trust for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a resulthereunder, including any actions taken at the direction of the Depositor, is in accordance with this Agreement). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.17.1(e). (f) The Trustee (except as specifically provided herein) shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsAssets. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall not be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which Assets that is not incidental to its responsibilities under the Series Trust this Agreement or which that in its opinion may involve it in any expense or liabilityliability unless indemnification satisfactory to it is provided. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust this Agreement. (h) If the Underlying Securities Issuer announces its intention to tender for or otherwise make an unscheduled payment on or repurchase of the Underlying Securities, or if a third party announces its intention to tender for the Underlying Securities, the Trustee shall not accept such tender offer or unscheduled payment or repurchase offer, other than upon the unanimous vote of the Class A-1 Certificateholders, except to the extent specified in Section 2.15(j). (i) The Trustee shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may be required by the Option Agent in order to enable it to carry out or perform its duties under the Call Option Agreements.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically EXHIBIT 4.4 set forth in the Series Trust Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust Agreement. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasance, except that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.3 or 7.5; and (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.17. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation EXHIBIT 4.4 whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided provided, however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it EXHIBIT 4.4 shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or upon any directions or information supplied by the Administrative Agent or the Depositor that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5exercising any trust or power conferred upon the Trustee, under this Agreement; and55 (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Term Asset now existing or hereafter acquired or to impair the value of any Term Asset now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Term Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities Term Assets or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Term Assets, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities Term Assets were issued) with respect to any Underlying Security Term Asset and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depository or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying SecuritiesTerm Assets, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by for payment defaults on the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableTerm Assets. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liabilityliability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or (B) be responsible for the manner of performance of, any obligations of an Administrative Agent, if the Underlying Securities are covered by a Credit Enhancement Agreementany, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory appointed pursuant to the Trusteeapplicable Series Supplement, under this Agreement except during such time, if any, as the Trustee shall institute a Proceeding for be the collection of the sums so due and unpaidsuccessor to, and shall prosecute be vested with the rights, duties, powers and privileges of, such Proceeding an Administrative Agent in accordance with and only to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect extent provided in the manner provided this Agreement; (v) except for actions expressly authorized by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewiththis Agreement, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have take no actions reasonably likely to impair the power and authority, acting alone, to do any and all things in connection therewith and the administration interests of the Trust as it may deem necessary in any Deposited Asset now existing or advisable.hereafter acquired or to impair the value of any Deposited Asset now existing or hereafter acquired; (ivi) Section 315(e) except as expressly provided in this Agreement, the Trustee shall have no power to vary the corpus of the TIA is hereby excluded Trust including by (A) accepting any substitute obligation or asset for a Deposited Asset initially assigned to the Trustee under Section 2.01, (B) adding any other investment, obligation or security to the Trust or (C) withdrawing from operation the Trust any Deposited Assets; and (vii) in respect of the Series Trust event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as the case may be, under this Agreement, the Trustee shall be obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in the manner so required.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during prior to the continuance occurrence of an Event a default under a Trust Asset Instrument and after the curing of Default) be liable except for the performance by the Trustee of all such dutiesdefaults, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Event of Default shall have occurred and in which such a default is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, exercise as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of a default under a Trust Asset Instrument, and after the curing of all such defaults, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or upon any directions or information supplied by the Depositor that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform; (v) except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Term Asset now existing or diminution in hereafter acquired or to impair the value of Underlying Securities any Term Asset now existing or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms.hereafter acquired; (dvi) Subject to Section 6.1 and the definition of "Eligible Trust Account" except as expressly provided in Section 1.1 hereofthis Agreement, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that (i) is inconsistent with additional securities, modify or permit the purposes modification of any Trust Asset Instrument or otherwise vary the investment of the Trust set forth in Section 2.3Certificateholders or incur or modify any obligations, (iia) wouldexcept as expressly required or permitted by the terms of this Agreement or (b) unless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Term Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities Term Assets or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Term Assets, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities Term Assets were issued) with respect to any Underlying Security Term Asset and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositor or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 9.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying SecuritiesTerm Assets, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by for payment defaults on the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableTerm Assets. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions as may be prescribed by lawthis Agreement, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with no actions reasonably likely to impair the purposes interests of the Trust set forth in any Deposited Asset now existing or hereafter acquired or to impair the value of any Deposited Asset now existing or hereafter acquired; (vi) except as expressly provided in this Agreement, the Trustee shall have no power to vary the corpus of the Trust including by (A) accepting any substitute obligation or asset for a Deposited Asset initially assigned to the Trustee under Section 2.32.1, (iiB) wouldadding any other investment, obligation or security to the actual knowledge of a Responsible Officer, Trust or to (C) withdrawing from the actual knowledge of an Authorized Signatory Trust any Deposited Assets; and (vii) in the case of event that the Paying Agent or the Certificate Registrar shall fail to perform any action taken by an obligation, duty or Authorized Signatory, of the Trustee, result agreement in the Trust's becoming taxable manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposesthe case may be, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Deposited Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities Deposited Assets or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Deposited Assets, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities Deposited Assets were issued) with respect to any Underlying Security Deposited Asset and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depository or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying SecuritiesDeposited Assets, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by for payment defaults on the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisableDeposited Assets. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesEvents of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee’s satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementTrustor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Event of Default with respect to any Series, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, related Series Supplement) to fail to be classified as either a grantor trust or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable a partnership (other than a publicly traded partnership treated as a corporation corporation) for U.S. federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor Trustor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Trustor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within the later of (1) 90 days after such event of default occursoccurs or (2) 30 days after which the Trustee has knowledge of such default. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (g) Holders of Certificates shall have no recourse against the Trustor or the Trustee for payment defaults on the Underlying Securities. (h) If (i) default is made in Whether or not therein expressly so provided, every provision of this Agreement relating to the payment of any installment of interest on any Underlying Security when conduct or affecting the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal liability of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail affording protection to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection provisions of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisablethis Section. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's ’s own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee’s satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage – Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 90 10 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documentsthis Agreement, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust this Agreement. No implied covenants or obligations shall be read into the Series Trust this Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairsTrustee. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust this Agreement. (c) The Trustee may (or any director, officer, employee or agent thereof) shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct or bad faith, except that: (i) this subsection Section 7.1(c) shall not limit the effect of subsections Section 7.1(a) or (b); (ii) the Trustee (or any such director, officer, employee or agent thereof) shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryOfficers of the Trustee, unless it is proved that the Trustee or such Authorized Signatory Responsible Officer was negligent in ascertaining the pertinent facts; (iii) the Trustee (or any such director, officer, employee or agent thereof) shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.25.1, 5.3 or 7.5; and (iv) the Trustee (or any such director, officer, employee or agent thereof) shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust this Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys Moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may shall be deposited under such general conditions as may be prescribed by lawin the Collection Account, and the Trustee shall not be liable for to pay any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a 39 Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, Officer of the Trustee, result in the Trust's becoming taxable being characterized as other than a corporation grantor trust for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in adversely affect the intended classification of the Trust becoming taxable as a corporation grantor trust for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a resulthereunder, including any actions taken at the direction of the Depositor, is in accordance with this Agreement). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.17.1(e). (f) The Trustee (except as specifically provided herein) shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsAssets. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall not be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which Assets that is not incidental to its responsibilities under the Series Trust this Agreement or which that in its opinion may involve it in any expense or liabilityliability unless indemnification satisfactory to it is provided. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust this Agreement. (h) If the Underlying Securities Issuer announces its intention to tender for or otherwise make an unscheduled payment on or repurchase of the Underlying Securities, or if a third party announces its intention to tender for the Underlying Securities, the Trustee shall not accept such tender offer or unscheduled payment or repurchase offer, other than upon the unanimous vote of the Class A-1 Certificateholders, except to the extent specified in Section 2.15(j). (i) The Trustee shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may be required by the Option Agent in order to enable it to carry out or perform its duties under the Call Option Agreements.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Administrative Agent Termination Event or Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesAdministrative Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Administrative Agent Termination Event or Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person man would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee's satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of a Trust in any Underlying Security now existing or hereafter acquired or to impair the value of any Underlying Security now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations with respect to any Series, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the applicable Trust (unless otherwise indicated in a Responsible Officer, or related Series Supplement) to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable fail to be classified as a corporation grantor trust for federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Underlying Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement and the applicable Series Supplement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) and the Rating Agencies within 90 30 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (hg) If (i) default is made in Holders of Certificates shall have no recourse against the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture Depositor or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the for payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable defaults on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during the continuance of an Event of Default) be liable except for the performance by the Trustee of such duties, and only such duties, as are specifically set forth in the Series Trust Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the Depositor. During the period that an Event of Default shall have occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) In the absence of bad faith on its part, and except during the continuance of an Event of Default, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Series Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of the Series Trust Agreement. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasance, except that: (i) this subsection 7.1(c) shall not limit the effect of subsections 7.1(a) or (b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized Signatory, unless it is proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.3 or 7.5; andand EXHIBIT 4.3 (iv) the Trustee shall not be liable for any loss or diminution in value of Underlying Securities or other Trust Assets sold by it under the Series Trust Agreement in good faith in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. (e) The Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3, (ii) would, to the actual knowledge of a Responsible Officer, or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes, or (iii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable as a corporation for federal income tax purposes (in this connection, the Trustee shall be protected in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1. (f) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Assets and all rights of the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement Agreements. However, neither the Trustee (except as specifically provided herein) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liability. (g) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee shall give notice to DTC or, if any Certificates are Definitive Certificates, directly to the relevant Certificateholders in the manner and to the extent provided in TIA Section 313(c) within 90 days after such event of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect of the Underlying Securities or other Trust Assets, the Trustee shall be protected in withholding the notice to Certificateholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Certificateholders. (h) If (i) default is made in the payment of any installment of interest on any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, EXHIBIT 4.3 five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided provided, however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisable. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.

Duties of Trustee; Notice of Defaults. (a) The Trustee shall not (except during Trustee, prior to the continuance occurrence of an Event of Default) be liable except for Default with respect to any Series and after the performance by the Trustee curing of all such dutiesEvents of Default which may have occurred, undertakes to perform such duties and only such duties, duties as are specifically set forth in the Series Trust this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of the related Series Trust Agreement. No implied covenants or obligations shall be read into the Series Trust Agreement against the Trustee or the DepositorSupplement. During the period that an Event of Default with respect to any Series shall have occurred and is be continuing, the Trustee shall exercise such of the rights and powers vested in it by the Series Trust this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's ’s own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty. (b) In the absence The Trustee, upon receipt of bad faith on its partall resolutions, and except during the continuance of an Event of Defaultcertificates, the Trustee may conclusively rely upon certificates statements, opinions, reports, documents, orders or opinions other instruments furnished to the Trustee and conforming which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the Series Trust Agreement in determining the truth requirements of the statements and the correctness of the opinions contained therein; providedthis Agreement, however, that the Trustee shall take action as it deems appropriate to have examined such certificates or opinions so as the instrument corrected, and if the instrument is not corrected to determine compliance of the same with Trustee’s satisfaction, the requirements of Trustee will provide notice thereof to the Series Trust AgreementDepositor, Administrative Agent, if any, and Certificateholders. (c) The No provision of this Agreement shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misfeasancemisconduct; provided, except however, that: (i) prior to the occurrence of an Event of Default with respect to any Series, and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this subsection 7.1(c) Agreement, the Trustee shall not limit be liable except for the effect performance of subsections 7.1(a) such duties and obligations as are specifically set forth in this Agreement, no implied covenants or (b)obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements of this Agreement; (ii) the Trustee shall not be personally liable for any an error of judgment made in good faith by a Responsible Officer or Officers, or any Authorized SignatoryResponsible Officers of the Trustee, unless it is shall be proved that the Trustee or such Authorized Signatory was negligent in ascertaining the pertinent facts;; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a direction received by it pursuant given Series (or Class or group of Classes within such Series) relating to Section 5.2the time, 5.3 method and place of conducting any proceeding for any remedy available to the Trustee, or 7.5; andexercising any trust or power conferred upon the Trustee, under this Agreement; (iv) the Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any loss event require the Trustee to perform, or diminution in value be responsible for the manner of Underlying Securities or other Trust Assets sold by it performance of, any obligations of an Administrative Agent, if any, appointed pursuant to the applicable Series Supplement, under this Agreement except during such time, if any, as the Series Trust Agreement in good faith Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance with its terms. (d) Subject to Section 6.1 and the definition of "Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee hereunder need not be segregated in any manner except only to the extent required provided in this Agreement; (v) except for actions expressly authorized by law and may be deposited under such general conditions this Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Term Asset now existing or hereafter acquired or to impair the value of any Term Asset now existing or hereafter acquired; (vi) except as may be prescribed by lawexpressly provided in this Agreement, and the Trustee shall not be liable for engage in any interest thereon. (e) The activity other than those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not take purchase or otherwise acquire any action that additional securities, modify or permit the modification of any Trust Asset or otherwise vary the investment of the Certificateholders or incur or modify any obligations, (i) is inconsistent with except as expressly required or permitted by the purposes terms of the Trust set forth in Section 2.3, this Agreement or (ii) wouldunless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to the actual knowledge of effect that such acquisition, incurrence or modification will not cause the Trust (unless otherwise indicated in a Responsible Officer, related Series Supplement) to fail to be classified as either a grantor trust or to the actual knowledge of an Authorized Signatory in the case of any action taken by an or Authorized Signatory, of the Trustee, result in the Trust's becoming taxable a partnership (other than a publicly traded partnership treated as a corporation corporation) for U.S. federal income tax purposes, or ; and (iiivii) the Trustee should reasonably be expected to know would result in the Trust becoming taxable event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as a corporation for federal income tax purposes (in the case may be, under this connectionAgreement, the Trustee shall be protected obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in assuming that the performance of its express duties hereunder would not have such a result). The Depositor shall not direct the Trustee to take any action that would violate the provisions of this Section 7.1manner so required. (fd) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of the Underlying Securities and other Trust Term Assets and all rights of in which the Trust under the Swap Agreement, any Related Agreements and Credit Enhancement AgreementsCertificates evidence an interest. However, neither the Trustee (except as specifically provided hereinherein or in the TIA) nor the Depositor shall be under any obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of the Underlying Securities Term Assets or other Trust Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement Agreement or the Certificates which is not incidental to its responsibilities under the Series Trust Agreement or which in its opinion may involve it in any expense or liabilityCertificates. (ge) Neither the Trustee nor the Depositor shall have any obligation on or with respect to the Term Assets, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to Certificates shall be solely as set forth in this Agreement. (f) If there is an event of default (as defined in the indenture or other document pursuant to which the Underlying Securities Term Assets were issued) with respect to any Underlying Security Term Asset and such default is known to the Trustee, the Trustee shall promptly give notice to DTC the Depositary or, if any the Certificates are Definitive Certificates, directly to the relevant Certificateholders Holders thereof as provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within the later of (1) 90 days after such event of default occursoccurs or (2) 30 days after which the Trustee has knowledge of such default. Such notice shall set forth (i) the identity of the Underlying SecuritiesTerm Assets, (ii) the date and nature of such event of default, (iii) the face amount of the obligation to which such event of default relates, (iv) the identifying numbers of the series Series and Class of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause (iii), and (v) any other information which the Trustee may deem appropriate. Except in the case of a default in payment of principal or interest in respect (including payments pursuant to a redemption of the Underlying Securities or other Trust Assetsany Certificate), the Trustee shall be protected in withholding may withhold the notice to Certificateholders Holders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the CertificateholdersHolders. (g) Holders of Certificates shall have no recourse against the Depositor or the Trustee for payment defaults on the Term Assets. (h) If (i) default is made in Whether or not therein expressly so provided, every provision of this Agreement relating to the payment of any installment of interest on any Underlying Security when conduct or affecting the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance; or (ii) default is made in the payment of the principal liability of or any installment of the principal of any Underlying Security when the same becomes due and payable, and such default continues unremedied for the period specified in the indenture or other authorizing document for such Underlying Security (or, if no such period is specified, five (5) days after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the Trustee of notice thereof from Certificateholders representing at least 25% of the Certificate Principal Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee, fail affording protection to pay forthwith to the Trustee, for the benefit of the Certificateholders, the whole amount then due and payable on such Underlying Security for principal and interest, with interest upon the overdue principal, at the rate borne by the Underlying Security and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, to the extent permitted by law and the terms of the Underlying Securities, then (A) if the Underlying Securities are not covered by a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow, or cause to be followed, normal and customary practices and procedures as it deems necessary or advisable to recover upon the defaulted Underlying Securities, provided however, that the Trustee shall not be required to expend or risk its own funds or otherwise incur personal financial liability, or (B) if the Underlying Securities are covered by a Credit Enhancement Agreement, the Trustee, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection provisions of the sums so due and unpaid, and shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of the Underlying Securities Issuer or other obligor upon the Underlying Security wherever situated, the moneys adjudged or decreed to be payable, unless otherwise directed by the Certificateholders evidencing a majority of the Certificate Principal Balance. In connection therewith, the Trustee shall use its best reasonable efforts in accordance with such normal and customary practices as it shall deem necessary or advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the administration of the Trust as it may deem necessary or advisablethis Section. (i) Section 315(e) of the TIA is hereby excluded from operation in respect of the Series Trust Agreement.