Common use of Optional Exchange Clause in Contracts

Optional Exchange. (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;: (iii3) a requirement that the Certificate Principal Balance or Notional National Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt Securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional National Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xt xxxxs Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Term Assets of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to fail to qualify as a "grantor trust" under the Codetrust for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Term Assets which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditions, if ----------------- any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;: (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx hxxxx Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than txx Xxxxxxxxx), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and conditionsan equal aggregate notional principal amount of Class B Certificates, if anyall acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the establishment case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affixxxxxx Pxxxxx holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a reserve for any unanticipated Extraordinary Trust Expensescorresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a corresponding number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the Trustee aggregate stated amount of Class A Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged Class A Certificates and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Class B Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and all other requirements set forth in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affixxxxxx Pxxxxx holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such Certificate unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust. (e) In no event can an Optional Exchange, the Trustee shall give prompt written notice thereof to Exchange be made unless an equal number of Class A and Class B Certificates are tendered for exchange by each Rating AgencyHolder exercising this Optional Exchange right.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. Each holder of Notes shall have the right, at any time, at such holder’s sole option to exchange (aeach, an “Optional Exchange”) The terms pursuant to the exemption from registration provided by Rule 3(a)(9) or 144(d)(3)(ii) of the 1933 Act (or in such other manner as the Company and conditionsthe applicable holder of a Note shall mutually agree) all, if anyor any part, of such holder’s Note (such portion of such Note to be exchanged together with the pro rata portion of the Warrant issued in connection therewith, collectively, the “Exchanged Securities”) into such aggregate number of shares of Common Stock equal to the quotient of (x) the Outstanding Amount (as defined in the Notes) of such portion of such Note being exchanged, divided by (y) the Exercise Price (as defined in the Warrants) of the Warrants then in effect, which shares of Common Stock shall be deemed to be Warrant Shares for all purposes hereunder (the “Exchange Common Shares”). Upon the delivery of such Exchange Common Shares to such holder (or its designee), the Exchanged Securities shall be automatically cancelled. To effect an Optional Exchange, such holder must deliver an exchange notice in the form attached hereto as Exhibit D to the Company (the “Exchange Notice”), specifying that such holder is electing to effect an Optional Exchange will be specified in of the related Supplement; provided, however, that any right of Notes. Each Optional Exchange shall be exercisable only consummated under the mechanics set forth in Section 1 of the Warrants, subject to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption limitations under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940Section 1(f), in each case, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after if such Optional Exchange is was an Authorized Denomination exercise thereunder, mutatis mutandis and with “Exchange Notice” replacing “Exercise Notice” for all other requirements set forth purposes thereunder and with the Aggregate Exercise Price (as defeind in the related Supplement are satisfied. Upon Warrants) with respect thereto deemed paid in full on the Closing Date (including without limitation, the required delivery of such partial exchange, such Certificate shall be cancelled and a new Certificate Exchange Common Shares to the holder (or Certificates for its designee) on or prior to the remaining Certificate Principal Balance or Notional Amount thereof shall be issued applicable Share Delivery Date (which shall be as defined in the name Warrants), any payments required to be made to such holder in connection with any Delivery Failure or Notice Failure (in each case, as defined in the Warrants) thereunder and the prohibition on issuances of the Holder of such exchanged Certificate). (c) Upon the completion of any Exchange Common Shares if, after giving effect to such Optional Exchange, such holder (together with any Attribution Party (as defined in the Trustee shall give prompt written notice thereof to each Rating AgencyWarrants)) would beneficially own in excess of the applicable Maximum Percentage (as defined in the Warrants)).

Optional Exchange. (a) The terms and conditions, ----------------- if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;: (iii3) a requirement that the Certificate Principal Balance or Notional National Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt Securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional National Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any Call Rights held by it or them. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affixxxxxx Pxxxxx holds unexercised Call Rights respecting the exchanged Trust Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the establishment Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of a reserve for any unanticipated Extraordinary Trust Expensesexercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of certificates with an aggregated stated amount of $5 million or more Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affixxxxx Xexxxx holds unexercised Call Rights respecting the exchanged Trust Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms holder of the Optional ----------------- Exchange Right will be entitled to require the Trustee, on any Business Day, to effect an Optional Redemption of one or more Certificates; provided that any -------- such exercise is subject to the conditions that, on the Business Day on which the Optional Redemption occurs, (i) the holder of the Optional Exchange Right is also the holder of the Call Right and conditionsthe Retained Interest, if any, (ii) the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of Certificates to be redeemed and (iii) the outstanding aggregate principal amount of Certificates to be redeemed shall be an amount equal to an authorized denomination of the Underlying Securities. No exercise of an Optional Exchange will be specified in Right shall prevent the related Supplement; provided, however, that holder from any right later exercise thereof on any subsequent Business Day. (b) The holder of the Optional Exchange right must provide notice to the Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days prior to the Business Day on which it intends to exercise the Optional Exchange Right, which notice shall (i) specify the outstanding aggregate principal amount of Certificates to be exercisable only redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that the holder of the Optional Exchange Right is also the holder of the Call Right and the Retained Interest and (iii) confirm the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of the Subject Certificates. (c) On the Optional Exchange Date, (i) the Trustee will immediately liquidate all investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms to the extent such proceeds would otherwise be distributable to the holders of the Subject Certificates and (ii) the Subject Certificates will be redeemed by the Trustee in exchange for (x) delivery by the Trustee to the holder of the Optional Exchange Right of Underlying Securities in an outstanding aggregate principal amount equal to the outstanding aggregate principal amount of the Subject Certificates and (y) payment by the Trustee to such holder of Available Funds in the Certificate Account that are attributable to the Subject Certificates (including investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms that would otherwise be distributable to the holders of the Subject Certificates). (d) Following the receipt of an Optional Exchange Request with respect to all outstanding Certificates, all interest earned on amounts invested pursuant to Section 3.05 of the Standard Terms shall be paid to the Depositor provides upon on the Trustee's request an Opinion related Optional Exchange Date. No Optional Exchange Request with respect to all outstanding Certificates shall be effective unless the holder of Counsel that the Optional Exchange Right satisfies the claims of all creditors of the Bond-backed Investment Certificates Trust, Series 1997-AT&T. (ie) such exchange would On the Optional Exchange Date, the aggregate outstanding principal amount of the Certificates shall be reduced by the aggregate outstanding principal amount of the Subject Certificates so redeemed. (f) The Trustee shall not be inconsistent obligated to determine whether an Optional Redemption complies with continued satisfaction the provisions of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) rules or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)regulations promulgated thereunder. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xt xxxxs Certificates, or any other Person (other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and conditionsan equal aggregate notional principal amount of Class B Certificates, if anyall acquired pursuant to the exercise of a Class A Call Right or Class B Call Right held by it, of an may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person pursuant to the exercise of the proceeds applicable Call Rights held by it. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xt xxxxs Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender Authorized Denominations of Class A Certificates with an aggregate stated amount of $5 million or more and a corresponding number of Class B Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxor), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the Trustee or specified in aggregate stated amount of Class A Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged Class A Certificates and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Class B Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Class A Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such rights and not by the Trust. (e) In no event can an Optional Exchange, the Trustee shall give prompt written notice thereof to Exchange be made unless an equal number of Class A and Class B Certificates are tendered for exchange by each Rating AgencyHolder exercising this Optional Exchange right.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt Securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) On any Distribution Date, any holder of Class A-1 Certificates and Class A-2 Certificates may exchange such Certificates for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) The terms and conditions, if any, of an following conditions shall apply to any Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that Exchange. (i) such exchange would not A notice specifying the number of Certificates being surrendered and the Optional Exchange Date shall be inconsistent with continued satisfaction of delivered to the applicable requirements for exemption under Rule 3a-7 Trustee no less than 5 days (or other applicable rule or exemptionsuch shorter period acceptable to the Trustee) under but not more than 30 days before the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and Optional Exchange Date. (ii) such exchange Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) Class A-1 Certificates and Class A-2 Certificates representing a like percentage of all Class A-1 Certificates and Class A-2 Certificates shall be surrendered. (iv) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement;federal income tax purposes. (v) limitations on If the right Certificateholder is the Depositor or any Affiliate of an exchanging Holder the Depositor, (1) the Trustee shall have received a certification from the Certificateholder that any Certificates being surrendered have been held for at least six months, and (2) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to receive any benefit upon Optional Exchange from any Credit Support; andinvestors) of the then outstanding Certificates. (vi) adjustments The Trustee shall not be obligated to determine whether an Optional Exchange complies with the value applicable provisions for exemption under Rule 3a-7 of the proceeds Investment Company Act of any Optional Exchange based upon required prepayment of future expense allocations and 1940, as amended, or the establishment of a reserve for any unanticipated Extraordinary Trust Expensesrules or regulations promulgated thereunder. (bvii) Unless otherwise provided in The provisions of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms shall not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(b). This Section 7(b) shall not provide any person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)Underlying Securities. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv4) specified dates on during which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), " (as specified in the applicable Supplement)); (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi6) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any Call Rights held by it or them. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Afxxxxxxxd Xxxxon holds unexercised Call Rights respecting the exchanged Trust Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the establishment Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of a reserve for any unanticipated Extraordinary Trust Expensesexercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositox), xx ix xxxds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of certificates with an aggregated stated amount of $5 million or more Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Afxxxxxxx Xxxxxn holds unexercised Call Rights respecting the exchanged Trust Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Deposited Assets of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Deposited Assets which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) On any Distribution Date, any holder of Class A-1 Certificates, Class A-2A Certificates and Class A-2B Certificates may exchange such Certificates for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) The terms following conditions shall apply to any Optional Exchange. (i) A notice specifying the number of Certificates being surrendered and conditionsthe Optional Exchange Date shall be delivered to the Trustee no less than 5 days (or such shorter period acceptable to the Trustee) but not more than 30 days before the Optional Exchange Date. (ii) Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) Class A-1 Certificates, if anyClass A-2A Certificates and Class A-2B Certificates representing a like percentage of all Class A-1 Certificates, Class A-2A Certificates and Class A-2B Certificates shall be surrendered. (iv) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (v) If the Certificateholder is the Depositor or any Affiliate of the Depositor, (1) the Trustee shall have received a certification from the Certificateholder that any Certificates being surrendered have been held for at least six months, and (2) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to investors) of the then outstanding Certificates. (vi) The Trustee shall not be obligated to determine whether an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent complies with continued satisfaction of the applicable requirements provisions for exemption under Rule 3a-7 (or other applicable rule or exemption) under of the Investment Company Act of 1940, as amended, and all applicable rules, or the rules or regulations and interpretations thereunder and promulgated thereunder. (iivii) such exchange would not affect the characterization The provisions of Section 4.07 of the Trust as a "grantor trust" under the Code. The terms of Standard Terms shall not apply to an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(b). This Section 7(b) shall not provide any person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified Underlying Securities; provided that satisfaction of the conditions set forth in this Section 7(b) shall entitle the applicable Supplementrelated Certificateholder to a distribution thereof. (viii) but not more than 45 days prior to an The aggregate principal amount of Certificates exchanged in connection with any Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by shall be in an amount that will entitle the Holder Certificateholders thereof to Underlying Securities in an even multiple of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount minimum denomination of such Certificate as long as Underlying Securities. (ix) In the Certificate Principal Balance or Notional Amount remaining Outstanding after event such Optional Exchange is shall occur prior to the Distribution Date in August 2003, the Certificateholders shall have paid to the Trustee, for distribution to the Depositor, on the Optional Exchange Date an Authorized Denomination and all other requirements set forth in amount equal to the related Supplement are satisfied. Upon such partial exchangesum obtained by multiplying the amount of accrued interest on the Underlying Securities from February 15, such Certificate shall be cancelled and 2003 through, but excluding, the Closing Date by a new Certificate or Certificates for fraction, the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (numerator of which shall be in the name number of the Holder of such Certificates being exchanged Certificate). (c) Upon the completion of any on such Optional Exchange, Exchange Date and the Trustee denominator of which shall give prompt written notice thereof to each Rating Agencybe the total number of Certificates.

Optional Exchange. (a) The terms and conditionsOn each Distribution Date the Depositor, or any Affiliate thereof, if anyit is then the holder of Class A-2 Certificates of a certain principal amount and Class A-1 Certificates representing a like percentage of the principal amount thereof, may tender such Certificates to the Trustee on such Distribution Date and receive a distribution of an Optional Exchange will be specified in Underlying Securities representing a like percentage of the related SupplementUnderlying Securities to the percentages of the Class A-1 Certificates and Class A-2 Certificates being tendered by the Depositor or Affiliate to the Trustee; provided, however, that any right of Optional Exchange to exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expensesfederal income tax purposes. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant The Depositor or any such Affiliate must provide notice to this Section 4.07 unless the Trustee has received at least (an "Exchange Request") no less than 30 days (or such shorter period acceptable to the Trustee or specified in the applicable SupplementTrustee) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the it requests an Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" of Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)Date. (c) Upon The Trustee shall not be obligated to determine whether an Optional Exchange complies with the completion applicable provisions for exemption under Rule 3a-7 of any the Investment Company Act of 1940, as amended, or the rules or regulations promulgated thereunder. (d) Any such Optional ExchangeExchange by the Depositor, or any Affiliate thereof, will be subject to the following restrictions: (i) certification to the Trustee that any Certificates to be exchanged have been held for a minimum of six months and (ii) each Optional Exchange is limited in amount to a maximum of 5% (except for Certificates acquired by the Underwriter but never distributed to investors, in which case 25%) of the then outstanding principal amount of the Class A-2 Certificates. (e) The provisions of Section 4.07 of the Standard Terms shall give prompt written notice thereof not apply to each Rating Agencyan Optional Exchange pursuant to this Section. This Section 7 shall not provide the Depositor with a lien against, an interest in or a right to specific performance with respect to the Underlying Securities.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor Trustor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Trustor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) s such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Stated Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xt xxxxs Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xt xxxxs Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxor), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee or specified in aggregate stated amount of Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) On any Distribution Date, any holder of Class A-1 Certificates and Class A-2 Certificates may exchange such Certificates for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) The terms following conditions shall apply to any Optional Exchange: (i) A notice specifying the number of Certificates being surrendered and conditionsthe Optional Exchange Date shall be delivered to the Trustee no less than 5 days (or such shorter period acceptable to the Trustee) but not more than 30 days before the Optional Exchange Date. (ii) Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) Class A-1 Certificates and Class A-2 Certificates representing a like percentage of all Class A-1 Certificates and Class A-2 Certificates shall be surrendered. (iv) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (v) If the Certificateholder is the Depositor or any Affiliate of the Depositor, if any(1) the Trustee shall have received a certification from the Certificateholder that any Certificates being surrendered have been held for at least six months, and (2) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to investors) of the then outstanding Certificates. (vi) The Trustee shall not be obligated to determine whether an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent complies with continued satisfaction of the applicable requirements provisions for exemption under Rule 3a-7 (or other applicable rule or exemption) under of the Investment Company Act of 1940, as amended, and all applicable rules, or the rules or regulations and interpretations thereunder and promulgated thereunder. (iivii) such exchange would not affect the characterization The provisions of Section 4.07 of the Trust as a "grantor trust" under the Code. The terms of Standard Terms shall not apply to an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(b). This Section 7(b) shall not provide any person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified Underlying Securities. (viii) The aggregate principal amount of Certificates exchanged in the applicable Supplement) but not more than 45 days prior to an connection with any Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by shall be in an amount that will entitle the Holder Certificateholders thereof to Underlying Securities in an even multiple of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount minimum denomination of such Certificate as long as Underlying Securities. (ix) In the Certificate Principal Balance or Notional Amount remaining Outstanding after event such Optional Exchange is shall occur prior to the Distribution Date in August, 2002, the Certificateholders shall have paid to the Trustee, for distribution to the Depositor, on the Optional Exchange Date an Authorized Denomination and all other requirements set forth in amount equal to the related Supplement are satisfied. Upon such partial exchangesum obtained by multiplying the amount of accrued interest on the Underlying Securities from July 24, such Certificate shall be cancelled and 2002 through, but excluding, the Closing Date by a new Certificate or Certificates for fraction, the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (numerator of which shall be in the name number of the Holder of such Certificates being exchanged Certificate). (c) Upon the completion of any on such Optional Exchange, Exchange Date and the Trustee denominator of which shall give prompt written notice thereof to each Rating Agencybe the total number of Certificates.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any Call Rights held by it or them. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affixxxxxx Pxxxxx holds unexercised Call Rights respecting the exchanged Trust Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the establishment Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of a reserve for any unanticipated Extraordinary Trust Expensesexercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of certificates with an aggregated stated amount of $5 million or more Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affixxxxx Xexxxx holds unexercised Call Rights respecting the exchanged Trust Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than thx Xxxxxxxxx), xxxx exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any Call Rights held by it or them. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Afxxxxxxxd Xxxxon holds unexercised Call Rights respecting the exchanged Trust Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the establishment Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of a reserve for any unanticipated Extraordinary Trust Expensesexercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositox), xx ix xxxds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of certificates with an aggregated stated amount of $5 million or more Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other than thx Xxxxxxxxx), xxxx exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Afxxxxxxx Xxxxxn holds unexercised Call Rights respecting the exchanged Trust Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsXxxxxxx Xxxxx & Co. or any of its Affiliates (other than the Depositor), if anyit holds Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "“grantor trust" ” under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other xxxx Xxxxxxx Xxxxx & Co. or any of its Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplementcase of an exchange by Xxxxxxx Xxxxx & Co. or any of its Affiliates, no Certificate may where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be exchanged pursuant to this Section 4.07 unless the Trustee cancelled. Any Call Holder that has received at least 30 days (or such shorter period acceptable properly provided notice of exercise to the Trustee or Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the applicable Supplement) but not more than 45 days prior to an notice of exercise, provided, however, that such Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate shall not occur prior to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)Call Date. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person (other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and conditionsan equal aggregate notional principal amount of Class B Certificates, if anyall acquired pursuant to the exercise of a Class A Call Right or Class B Call Right held by it, of an may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person pursuant to the exercise of the proceeds applicable Call Rights held by it. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender Authorized Denominations of Class A Certificates with an aggregate stated amount of $5 million or more and a corresponding number of Class B Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the Trustee or specified in aggregate stated amount of Class A Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged Class A Certificates and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Class B Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Class A Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such rights and not by the Trust. (e) In no event can an Optional Exchange, the Trustee shall give prompt written notice thereof to Exchange be made unless an equal number of Class A and Class B Certificates are tendered for exchange by each Rating AgencyHolder exercising this Optional Exchange right.

Optional Exchange. (a) The terms and conditionsOn (A) any Underlying Securities Payment Date occurring on or after March 19, if any2006 or (B) any date on which the Underlying Securities Issuer consummates a tender offer or exchange offer for some or all of the Underlying Securities, any holder of Certificates (other than Lehman Brothers Inc. or any Affiliate thereof) may exchange such Cexxxxxxates for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) On (A) any Distribution Date or (B) any date on which the Underlying Securities Issuer or an Optional Exchange will be specified in affiliate thereof consummates a tender offer or exchange offer for some or all of the related Supplement; Underlying Securities, Lehman Brothers Inc. or any Affiliate thereof may exchange such Cerxxxxxxtes for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates, provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) the Trustee shall have received a certification from the certificateholder that any Certificates being surrendered have been held for at least six months, (ii) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to investors) of the then outstanding Certificates and (iii) an Optional Exchange pursuant to this Section 7(b) will not be permitted to occur more frequently than once in any six month calendar period. (c) The following conditions shall apply to any Optional Exchange. (i) A notice specifying the number of Certificates being surrendered and the Optional Exchange Date shall be delivered to the Trustee no less than 5 days (or such exchange shorter period acceptable to the Trustee) but not more than 30 days before the Optional Exchange Date. (ii) Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not cause the Trust to be inconsistent treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (iv) In connection with continued satisfaction any Optional Exchange pursuant to subsection (a) above, the Certificates tendered for exchange must represent no less than 10% of the aggregate Certificate Principal Balance as of the Closing Date. (v) The Trustee shall not be obligated to determine whether an Optional Exchange complies with the applicable requirements provisions for exemption under Rule 3a-7 (or other applicable rule or exemption) under of the Investment Company Act of 1940, as amended, and all applicable rules, or the rules or regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; andpromulgated thereunder. (vi) adjustments to the value The provisions of Section 4.07 of the proceeds of any Standard Terms shall not apply to an Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(c). This Section 7(c) shall not provide any Person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified Underlying Securities; provided that satisfaction of the conditions set forth in this Section 7(b) shall entitle the applicable Supplementcertificateholder to a distribution thereof. (vii) but not more than 45 days prior to an The aggregate principal balance of Certificates exchanged in connection with any Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in an amount that will entitle the name certificateholders thereof to Underlying Securities in an even multiple of the Holder minimum denomination of such exchanged Certificate)Underlying Securities. (cviii) Upon In the completion event a Termination Payment shall be payable by the Trust to the Swap Counterparty in connection with a termination of any the Swap Agreement, in whole or in part, as a result of such Optional Exchange, the payment of such Early Termination Payment will be satisfied by the distribution to the Swap Counterparty of a portion of the Underlying Securities that were to be exchanged for Certificates pursuant to the Optional Exchange, having a fair market value (as determined by the Marketing Agent) equal to such Early Termination Payment. If any Termination Payment shall be payable by the Swap Counterparty, the Trustee will remit such payment to the Person consummating the Optional Exchange. (ix) In the event such Optional Exchange shall give prompt written notice thereof occur prior to each Rating Agency.the Distribution Date in May 2004, the certificateholders shall have paid to the Trustee, for distribution to the Depositor, on the Optional Exchange Date an amount equal to the sum obtained by multiplying the amount of accrued interest on the Underlying Securities from February

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt Securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly xxxx completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, of an may notify the Trustee in writing not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;; and (iv) specified dates in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on which a Holder may effect the New York Stock Exchange, unless the Person or Affiliated Persons tendering such an Optional Exchange (each, an "Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7. Upon tender of such Certificates on such Optional Exchange Date"), as specified in the applicable Supplement; Trustee will deliver to the Person or Affiliated Persons tendering such Certificates (va) limitations on an amount of each of the right Underlying Securities having a principal amount equal to the aggregate principal amount of an exchanging Holder such Underlying Securities then held by the Trust multiplied by the result of dividing the aggregate stated amount of Certificates being tendered by the aggregate stated amount of Certificates then outstanding, and (b) a portion of any payments received by the Trustee prior to receive any benefit upon such Optional Exchange from any Credit Support; and (viDate in respect of the Underlying Securities and held in a non-interest bearing account pursuant to Section 5(b) adjustments pending distribution to Holders pursuant to Section 5(c) that is equal to the value total amount of payments so held by the proceeds Trustee multiplied by the result of dividing the aggregate stated amount of Certificates being tendered by the aggregate stated amount of Certificates then outstanding; provided, that in no case shall the Trustee be required to deliver pursuant to this section a fractional amount of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust ExpensesUnderlying Security. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchangerights and not by the Trust. (d) The Trustee will be entitled to receive an Opinion of Counsel that the conditions in clauses (a)(ii), the Trustee shall give prompt written notice thereof to each Rating Agency(iii) and (iv) of this Section 7 are satisfied.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositxx), if anyxx xx xxlds Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more, acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thxx xxx Xxxxxitor), sucx exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositxx), xx xx xxlds Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more, acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other thxx xxx Xxxxxitor), sucx exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee or specified in aggregate stated amount of Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) s such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount of such Certificate as long as the Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditionsOn (A) any Underlying Securities Payment Date occurring on or after February 25, if any2006 or (B) any date on which the Underlying Securities Issuer consummates a tender offer or exchange offer for some or all of the Underlying Securities, any holder of an Optional Exchange will be specified in Certificates (other than Lehman Brothers Inc. or any Affiliate thereof) may exchange such Cexxxxxxates for a distribution of Underlying Securities representing the related Supplement; same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) On (A) any Distribution Date or (B) any date on which the Underlying Securities Issuer consummates a tender offer or exchange offer for some or all of the Underlying Securities, Lehman Brothers Inc. or any Affiliate thereof may exchange such Cerxxxxxxtes for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates, provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) the Trustee shall have received a certification from the Certificateholder that any Certificates being surrendered have been held for at least six months, (ii) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to investors) of the then outstanding Certificates and (iii) an Optional Exchange pursuant to this Section 7(b) will not be permitted to occur more frequently than once in any six month calendar period. (c) The following conditions shall apply to any Optional Exchange. (i) A notice specifying the number of Certificates being surrendered and the Optional Exchange Date shall be delivered to the Trustee no less than 5 days (or such exchange shorter period acceptable to the Trustee) but not more than 30 days before the Optional Exchange Date. (ii) Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not cause the Trust to be inconsistent treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (iv) In connection with continued satisfaction any Optional Exchange pursuant to subsection (a) above, the Certificates tendered for exchange must represent no less than 10% of the aggregate Certificate Principal Balance as of the Closing Date. (v) The Trustee shall not be obligated to determine whether an Optional Exchange complies with the applicable requirements provisions for exemption under Rule 3a-7 (or other applicable rule or exemption) under of the Investment Company Act of 1940, as amended, and all applicable rules, or the rules or regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; andpromulgated thereunder. (vi) adjustments to the value The provisions of Section 4.07 of the proceeds of any Standard Terms shall not apply to an Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(c). This Section 7(c) shall not provide any Person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified Underlying Securities; provided that satisfaction of the conditions set forth in this Section 7(b) shall entitle the applicable SupplementCertificateholder to a distribution thereof. (vii) but not more than 45 days prior to an The aggregate principal balance of Certificates exchanged in connection with any Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in an amount that will entitle the name Certificateholders thereof to Underlying Securities in an even multiple of the Holder minimum denomination of such exchanged Certificate)Underlying Securities. (cviii) Upon In the completion event a Termination Payment shall be payable by the Trust to the Swap Counterparty in connection with a termination of any the Swap Agreement, in whole or in part, as a result of such Optional Exchange, the payment of such Early Termination Payment will be satisfied by the distribution to the Swap Counterparty of a portion of the Underlying Securities that were to be exchanged for Certificates pursuant to the Optional Exchange, having a fair market value (as determined by the Marketing Agent) equal to such Early Termination Payment. If any Termination Payment shall be payable by the Swap Counterparty, the Trustee will remit such payment to the Person consummating the Optional Exchange. (ix) In the event such Optional Exchange shall give prompt written notice thereof occur prior to each Rating Agencythe Distribution Date in April 2004, the Certificateholders shall have paid to the Trustee, for distribution to the Depositor, on the Optional Exchange Date an amount equal to the sum obtained by multiplying the amount of accrued interest on the Underlying Securities from October 1, 2003 through, but excluding, the Closing Date by a fraction, the numerator of which shall be the number of Certificates being exchanged on such Optional Exchange Date and the denominator of which shall be the total number of Certificates.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Deposited Assets of the related Trust will be specified in the related Series Supplement; provided, however, PROVIDED that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides provides, upon the Trustee's request written request, an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportDeposited Assets which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give give, or cause to be given, prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Term Assets of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 3a 7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to fail to qualify as either a grantor trust or a partnership (other than a publicly traded partnership treated as a "grantor trust" under the Codecorporation) for U.S. federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Term Assets which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xt xxxxs Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than txx Xxxxxxxxx), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any Call Rights held by it or them. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affxxxxxxx Xxxxxn holds unexercised Call Rights respecting the exchanged Trust Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the establishment Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of a reserve for any unanticipated Extraordinary Trust Expensesexercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xt xxxxs Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of certificates with an aggregated stated amount of $5 million or more Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than txx Xxxxxxxxx), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding and, in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affxxxxxx Pxxxxx holds unexercised Call Rights respecting the exchanged Trust Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, ----------------- upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsXxxxxxx Xxxxx & Co. or any of its Affiliates (other than the Depositor), if anyit holds Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a like amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms , (vi) in the case of an Optional Exchange may includeexchange of less than all outstanding Certificates, but are such exchange will not limited tocause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the following: (i) a requirement that Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchanging Holder tender exchange for such Certificates pursuant to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementthis Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other xxxx Xxxxxxx Xxxxx & Co. or any of its Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the exercise of Call Rights held by it. Upon tender of such Certificates on such Optional Exchange Date, the Trustee will deliver to the Person tendering such Certificates an amount of Underlying Securities having a principal amount equal to the principal amount of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust ExpensesCertificates being tendered. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) held by any Certificateholder may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940Act, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under for federal income tax purposes, and (iii) such exchange would not cause the CodeTrust to be treated as an association or publicly traded partnership, taxable as a corporation for federal income tax purposes. The terms and conditions of an Optional Exchange such exchange may include, but are not limited towithout limitation, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Seriesits Certificates; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; andSupport or any Other Deposited Asset upon any exchange; (vi6) adjustments to the value of the proceeds of (if any) received upon any Optional Exchange exchange based upon any required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses; and (7) requirement that the exchanging Certificateholder pay any due and unpaid fees and expenses owed to the Trustee. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 thirty (30) days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 forty-five (45) days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement: (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile facsimile, electronic transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five (5) Business Days after the date of at such telegram, telex, facsimile facsimile, electronic transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder Certificateholder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single HolderCertificateholder; (iii3) a requirement that the Certificate Principal Balance Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder Certificateholder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder Certificateholder to receive any benefit upon Optional Exchange exchange from any Credit Support; andSupport or Underlying Securities which are not debt securities; (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses; (7) a requirement that a Class of Certificates to be exchanged has been held by the exchanging Certificateholder for a minimum of six months; and (8) a requirement that no more than 5% of the initial Certificate Principal Amount of the Certificates and Call Warrants, if any, can be exchanged by a Certificateholder on an Optional Exchange Date, provided, however, that a Certificateholder may exchange all of the Certificates and the Call Warrants with respect to the Underlying Securities held by such Trust, if any, on any date. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 20 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 30 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificates with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderCertificateholders, the Certificate Principal Balance Amount or Notional Amount of such Registered Certificate the Certificates to be exchanged and the number Certificate numbers or a description of the tenor and the terms of such CertificateCertificates, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate Certificates to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate Certificates duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate Certificates and form forms duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder Certificateholder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder holder of a Certificate for less than the aggregate Certificate Principal Balance Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating AgencyAgencies.

Optional Exchange. (a) The terms holder of the Optional ----------------- Exchange Right will be entitled to require the Trustee, on any Business Day, to effect an Optional Redemption of one or more Certificates; provided that any -------- such exercise is subject to the conditions that, on the Business Day on which the Optional Redemption occurs, (i) the holder of the Optional Exchange Right is also the holder of the Call Right and conditionsthe Retained Interest, if any, (ii) the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of Certificates to be redeemed and (iii) the outstanding aggregate principal amount of Certificates to be redeemed shall be an amount equal to an authorized denomination of the Underlying Securities. No exercise of an Optional Exchange will be specified in Right shall prevent the related Supplement; provided, however, that holder from any right later exercise thereof on any subsequent Business Day. (b) The holder of the Optional Exchange right must provide notice to the Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days prior to the Business Day on which it intends to exercise the Optional Exchange Right, which notice shall (i) specify the outstanding aggregate principal amount of Certificates to be exercisable only redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that the holder of the Optional Exchange Right is also the holder of the Call Right and the Retained Interest and (iii) confirm the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of the Subject Certificates. (c) On the Optional Exchange Date, (i) the Trustee will immediately liquidate all investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms to the extent such proceeds would otherwise be distributable to the holders of the Subject Certificates and (ii) the Subject Certificates will be redeemed by the Trustee in exchange for (x) delivery by the Trustee to the holder of the Optional Exchange Right of Underlying Securities in an outstanding aggregate principal amount equal to the outstanding aggregate principal amount of the Subject Certificates and (y) payment by the Trustee to such holder of Available Funds in the Certificate Account that are attributable to the Subject Certificates (including investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms that would otherwise be distributable to the holders of the Subject Certificates). (d) Following the receipt of an Optional Exchange Request with respect to all outstanding Certificates, all interest earned on amounts invested pursuant to Section 3.05 of the Standard Terms shall be paid to the Depositor provides upon on the Trustee's request an Opinion related Optional Exchange Date. No Optional Exchange Request with respect to all outstanding Certificates shall be effective unless the holder of Counsel that the Optional Exchange Right satisfies the claims of all creditors of the Bond-backed Investment Certificates Trust, Series 1998-Chase-1. (ie) such exchange would On the Optional Exchange Date, the aggregate outstanding principal amount of the Certificates shall be reduced by the aggregate outstanding principal amount of the Subject Certificates so redeemed. (f) The Trustee shall not be inconsistent obligated to determine whether an Optional Redemption complies with continued satisfaction the provisions of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) rules or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)regulations promulgated thereunder. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsXxxxxxx Xxxxx & Co. or any of its Affiliates (other than the Depositor), if anyit holds Certificates, of an may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) it intends to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange would will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms ; and (ii) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7. Upon tender of such Certificates on such Optional Exchange may include, but are not limited toDate and the payment of funds sufficient to satisfy any Trust Swap Termination Payment Amount, the followingTrustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) When a tender offer for the Underlying Securities is pending, Xxxxxxx Xxxxx & Co. or any of its Affiliates (other than the Depositor), if it holds Certificates, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) a requirement it intends to tender an Authorized Denomination of Certificates with an aggregate stated amount of $5 million or more that the exchanging Holder tender it holds or they hold to the Trustee Certificates on such Optional Exchange Date in exchange for a proportional amount of each Class within such SeriesUnderlying Securities; (ii) a minimum Certificate Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to Certificates being tendered for exchange by a single Holderamended; (iii) such exchange will not affect the characterization of the Trust as a requirement that "grantor trust" under the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;Code; and (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the right of an exchanging Holder to receive any benefit New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon Optional Exchange from any Credit Support; and (vi) adjustments to the value completion of the proceeds exchange of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged such Certificates pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount 7. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of the rights granted under paragraphs (a) and (b) of this Section 7, including without limitation the payment of any Trust Swap Termination Event, will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more, all acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Certificates on such Optional Exchange based upon required prepayment of future expense allocations Date and the establishment payment of funds sufficient to satisfy any Trust Swap Termination Payment Amount, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a reserve for principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any unanticipated Extraordinary Trust Expensesof its Affiliates, where such Person or Afxxxxxxxd Xxxxon holds unexercised Call Rights respecting the exchanged Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositox), xx ix xxxds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more, all acquired pursuant to the exercise of the Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Certificates with an aggregate stated amount of $5 million or more that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding, and all other requirements set forth in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Afxxxxxxxd Xxxxon holds unexercised Call Rights respecting the exchanged Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of the rights granted under paragraphs (a) and (b) of this Section 7, including, without limitation, the payment of any Trust Swap Termination Event, will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to fail to qualify as a "grantor trust" under the Codetrust for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Stated Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee or specified in aggregate stated amount of Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided Upon receiving notice of a tender offer for the Underlying Securities from the Trustee, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any Call Date, that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Call Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the aggregate stated amount of Certificates acquired by such Person pursuant to the exercise of Call Rights held by it. Upon tender of such Certificates on such Call Date, the Trustee has received at least 30 days (or such shorter period acceptable will deliver to the Trustee or specified in Person tendering such Certificates an amount of Underlying Securities having a principal amount equal to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member aggregate principal amount of a national securities exchange or the National Association of Underlying Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender then held by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in Trust times the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 aggregate stated amount of Certificates being tendered divided by the Holder aggregate stated amount of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, of an may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) it intends to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange would will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms ; and (ii) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7. Upon tender of such Certificates on such Optional Exchange may include, but are not limited toDate and the payment of funds sufficient to satisfy any Trust Swap Termination Payment Amount, the followingTrustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositox), xx ix xxxds Certificates, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) a requirement it intends to tender an Authorized Denomination of Certificates with an aggregate stated amount of $5 million or more that the exchanging Holder tender it holds or they hold to the Trustee Certificates on such Optional Exchange Date in exchange for a proportional amount of each Class within such SeriesUnderlying Securities; (ii) a minimum Certificate Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to Certificates being tendered for exchange by a single Holderamended; (iii) such exchange will not affect the characterization of the Trust as a requirement that "grantor trust" under the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;Code; and (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the right of an exchanging Holder to receive any benefit New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon Optional Exchange from any Credit Support; and (vi) adjustments to the value completion of the proceeds exchange of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged such Certificates pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount 7. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of the rights granted under paragraphs (a) and (b) of this Section 7, including without limitation the payment of any Trust Swap Termination Event, will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsOn each Distribution Date ----------------- any Affiliate of the Depositor, if anyit is then the holder of Class A-2 Certificates of a certain principal amount and Class A-1 Certificates representing a like percentage of the principal amount thereof, may tender such Certificates to the Trustee on such Distribution Date and receive a distribution of an Optional Exchange will be specified in Underlying Securities representing a like percentage of the related SupplementUnderlying Securities to the percentages of the Class A-1 Certificates and Class A-2 Certificates being tendered by the Depositor or Affiliate to the Trustee; provided, however, that any right of Optional Exchange to exchange shall be exercisable only (i) to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; for federal income tax purposes and (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expensesextent permitted under Section 7(d) hereof. (b) Unless otherwise provided in Any such Affiliate of the applicable Supplement, no Certificate may be exchanged pursuant Depositor must provide notice to this Section 4.07 unless the Trustee has received at least (an "Exchange Request") no less than 30 days (or such shorter period acceptable to the Trustee or specified in the applicable SupplementTrustee) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the it requests an Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" of Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)Date. (c) Upon The Trustee shall not be obligated to determine whether an Optional Exchange complies with the completion applicable provisions for exemption under Rule 3a-7 of any the Investment Company Act of 1940, as amended, or the rules or regulations promulgated thereunder. (d) Any such Optional ExchangeExchange by any Affiliate of the Depositor, will be subject to the following restrictions: (i) certification to the Trustee that any Certificates to be exchanged have been held for a minimum of six months and (ii) each Optional Exchange is limited in amount to a maximum of 5% (except for Certificates acquired by the Underwriter but never distributed to investors, in which case 25%) of the then outstanding principal amount of the Class A-2 Certificates. (e) The provisions of Section 4.07 of the Standard Terms shall give prompt written notice thereof not apply to each Rating Agencyan Optional Exchange pursuant to this Section. This Section 7 shall not provide the Depositor with a lien against, an interest in or a right to specific performance with respect to the Underlying Securities.

Optional Exchange. (a) The terms Merrill Lynch & Co. or any of its Affiliates (other than the Depositxx), xx xx xxlds Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and conditionsan equal aggregate notional principal amount of Class B Certificates, if anyall acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than txx Xxxxxxxxx), xxxh exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the establishment case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Axxxxxxxex Xxxson holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a reserve for any unanticipated Extraordinary Trust Expensescorresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositxx), xx xx xxlds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a corresponding number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other than txx Xxxxxxxxx), xxxh exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the Trustee aggregate stated amount of Class A Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged Class A Certificates and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Class B Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and all other requirements set forth in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Axxxxxxxex Xxxson holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such Certificate unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust. (e) In no event can an Optional Exchange, the Trustee shall give prompt written notice thereof to Exchange be made unless an equal number of Class A and Class B Certificates are tendered for exchange by each Rating AgencyHolder exercising this Optional Exchange right.

Optional Exchange. (a) The terms and conditionsMxxxxxx Lxxxx & Co. or any of its Affiliates (other than the Depositor), if anyit holds Certificates,, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a like amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" ' under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other txxx Xxxxxxx Lxxxx & Co. or any of its Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the exercise of Call Rights held by it. Upon tender of such Certificates on such Optional Exchange Date, the Trustee will deliver to the Person tendering such Certificates an amount of Underlying Securities having a principal amount equal to the principal amount of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust ExpensesCertificates being tendered. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and ----------------- conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;: (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) s such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Stated Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor Trustor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Trustor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 3a 7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to fail to qualify as either a grantor trust or a partnership (other than a publicly traded partnership treated as a "grantor trust" under the Codecorporation) for U.S. federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms holder of the Optional ----------------- Exchange Right will be entitled to require the Trustee, on any Business Day, to effect an Optional Redemption of one or more Certificates; provided that any -------- such exercise is subject to the conditions that, on the Business Day on which the Optional Redemption occurs, (i) the holder of the Optional Exchange Right is also the holder of the Call Right and conditionsthe Retained Interest, if any, (ii) the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of Certificates to be redeemed and (iii) the outstanding aggregate principal amount of Certificates to be redeemed shall be an amount equal to an authorized denomination of the Underlying Securities. No exercise of an Optional Exchange will be specified in Right shall prevent the related Supplement; provided, however, that holder from any right later exercise thereof on any subsequent Business Day. (b) The holder of the Optional Exchange right must provide notice to the Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days prior to the Business Day on which it intends to exercise the Optional Exchange Right, which notice shall (i) specify the outstanding aggregate principal amount of Certificates to be exercisable only redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that the holder of the Optional Exchange Right is also the holder of the Call Right and the Retained Interest and (iii) confirm the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of the Subject Certificates. (c) On the Optional Exchange Date, (i) the Trustee will immediately liquidate all investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms to the extent such proceeds would otherwise be distributable to the holders of the Subject Certificates and (ii) the Subject Certificates will be redeemed by the Trustee in exchange for (x) delivery by the Trustee to the holder of the Optional Exchange Right of Underlying Securities in an outstanding aggregate principal amount equal to the outstanding aggregate principal amount of the Subject Certificates and (y) payment by the Trustee to such holder of Available Funds in the Certificate Account that are attributable to the Subject Certificates (including investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms that would otherwise be distributable to the holders of the Subject Certificates). (d) Following the receipt of an Optional Exchange Request with respect to all outstanding Certificates, all interest earned on amounts invested pursuant to Section 3.05 of the Standard Terms shall be paid to the Depositor provides upon on the Trustee's request an Opinion related Optional Exchange Date. No Optional Exchange Request with respect to all outstanding Certificates shall be effective unless the holder of Counsel that the Optional Exchange Right satisfies the claims of all creditors of the Bond-backed Investment Certificates Trust, Series 1997-Du Pont-2. (ie) such exchange would On the Optional Exchange Date, the aggregate outstanding principal amount of the Certificates shall be reduced by the aggregate outstanding principal amount of the Subject Certificates so redeemed. (f) The Trustee shall not be inconsistent obligated to determine whether an Optional Redemption complies with continued satisfaction the provisions of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) rules or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)regulations promulgated thereunder. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Deposited Assets of the related Trust will be specified in the related Series Supplement; provided, however, PROVIDED that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides provides, upon the Trustee's request written request, an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportDeposited Assets which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsOn each Distribution ----------------- Date the Depositor, or any Affiliate thereof, if anyit is then the holder of Class A-2 Certificates of a certain principal amount and Class A-1 Certificates representing a like percentage of the principal amount thereof, may tender such Certificates to the Trustee on such Distribution Date and receive a distribution of an Optional Exchange will be specified in Underlying Securities representing a like percentage of the related SupplementUnderlying Securities to the percentages of the Class A-1 Certificates and Class A-2 Certificates being tendered by the Depositor or Affiliate to the Trustee; provided, however, that any right of Optional Exchange to exchange shall be exercisable only (i) to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; for federal income tax purposes and (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expensesextent permitted under Section 7(d) hereof. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant The Depositor or any such Affiliate must provide notice to this Section 4.07 unless the Trustee has received at least (an "Exchange Request") no less than 30 days (or such shorter period acceptable to the Trustee or specified in the applicable SupplementTrustee) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the it requests an Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" of Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)Date. (c) Upon The Trustee shall not be obligated to determine whether an Optional Exchange complies with the completion applicable provisions for exemption under Rule 3a-7 of any the Investment Company Act of 1940, as amended, or the rules or regulations promulgated thereunder. (d) Any such Optional ExchangeExchange by the Depositor, or any Affiliate thereof, will be subject to the following restrictions: (i) certification to the Trustee that any Certificates to be exchanged have been held for a minimum of six months and (ii) each Optional Exchange is limited in amount to a maximum of 5% (except for Certificates acquired by the Underwriter but never distributed to investors, in which case 25%) of the then outstanding principal amount of the Class A-2 Certificates. (e) The provisions of Section 4.07 of the Standard Terms shall give prompt written notice thereof not apply to each Rating Agencyan Optional Exchange pursuant to this Section. This Section 7 shall not provide the Depositor with a lien against, an interest in or a right to specific performance with respect to the Underlying Securities.

Optional Exchange. (a) The terms holder of the Optional ----------------- Exchange Right will be entitled to require the Trustee, on any Business Day, to effect an Optional Redemption of one or more Certificates; provided that any -------- such exercise is subject to the conditions that, on the Business Day on which the Optional Redemption occurs, (i) the holder of the Optional Exchange Right is also the holder of the Call Right and conditionsthe Retained Interest, if any, (ii) the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of Certificates to be redeemed and (iii) the outstanding aggregate principal amount of Certificates to be redeemed shall be an amount equal to an authorized denomination of the Underlying Securities. No exercise of an Optional Exchange will be specified in Right shall prevent the related Supplement; provided, however, that holder from any right later exercise thereof on any subsequent Business Day. (b) The holder of the Optional Exchange right must provide notice to the Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days prior to the Business Day on which it intends to exercise the Optional Exchange Right, which notice shall (i) specify the outstanding aggregate principal amount of Certificates to be exercisable only redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that the holder of the Optional Exchange Right is also the holder of the Call Right and the Retained Interest and (iii) confirm the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of the Subject Certificates. (c) On the Optional Exchange Date, (i) the Trustee will immediately liquidate all investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms to the extent such proceeds would otherwise be distributable to the holders of the Subject Certificates and (ii) the Subject Certificates will be redeemed by the Trustee in exchange for (x) delivery by the Trustee to the holder of the Optional Exchange Right of Underlying Securities in an outstanding aggregate principal amount equal to the outstanding aggregate principal amount of the Subject Certificates and (y) payment by the Trustee to such holder of Available Funds in the Certificate Account that are attributable to the Subject Certificates (including investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms that would otherwise be distributable to the holders of the Subject Certificates). (d) Following the receipt of an Optional Exchange Request with respect to all outstanding Certificates, all interest earned on amounts invested pursuant to Section 3.05 of the Standard Terms shall be paid to the Depositor provides upon on the Trustee's request an Opinion related Optional Exchange Date. No Optional Exchange Request with respect to all outstanding Certificates shall be effective unless the holder of Counsel that the Optional Exchange Right satisfies the claims of all creditors of the Bond-backed Investment Certificates Trust, Series 1997-US Treasury-1. (ie) such exchange would On the Optional Exchange Date, the aggregate outstanding principal amount of the Certificates shall be reduced by the aggregate outstanding principal amount of the Subject Certificates so redeemed. (f) The Trustee shall not be inconsistent obligated to determine whether an Optional Redemption complies with continued satisfaction the provisions of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) rules or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)regulations promulgated thereunder. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsOn each Distribution Date ----------------- any Affiliate of the Depositor, if anyit is then the holder of Class A-2 Certificates of a certain principal amount and Class A-1 Certificates representing a like percentage of the principal amount thereof, may tender such Certificates to the Trustee on such Distribution Date and receive a distribution of an Optional Exchange will be specified in Underlying Securities representing a like percentage of the related SupplementUnderlying Securities to the percentages of the Class A-1 Certificates and Class A-2 Certificates being tendered by the Depositor or Affiliate to the Trustee; provided, however, that any right of Optional Exchange to exchange shall be exercisable only (i) to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; for federal income tax purposes and (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expensesextent permitted under Section 7(d) hereof. (b) Unless otherwise provided in Any such Affiliate of the applicable Supplement, no Certificate may be exchanged pursuant Depositor must provide notice to this Section 4.07 unless the Trustee has received at least (an "Exchange Request") no less than 30 days (or such shorter period acceptable to the Trustee or specified in the applicable SupplementTrustee) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the it requests an Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" of Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)Date. (c) Upon The Trustee shall not be obligated to determine whether an Optional Exchange complies with the completion applicable provisions for exemption under Rule 3a-7 of any the Investment Company Act of 1940, as amended, or the rules or regulations promulgated thereunder. (d) Any such Optional Exchange, Exchange by any Affiliate of the Depositor will be subject to the following restrictions: (i) certification to the Trustee that any Certificates to be exchanged have been held for a minimum of six months and (ii) each Optional Exchange is limited in amount to a maximum of 5% (except for Certificates acquired by the Underwriter but never distributed to investors, in which case 25%) of the then outstanding principal amount of the Class A-2 Certificates. (e) The provisions of Section 4.07 of the Standard Terms shall give prompt written notice thereof not apply to each Rating Agencyan Optional Exchange pursuant to this Section. This Section 7 shall not provide the Depositor with a lien against, an interest in or a right to specific performance with respect to the Underlying Securities.

Optional Exchange. (a) The terms Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and conditionsan equal aggregate notional principal amount of Class B Certificates, if anyall acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the establishment case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affixxxxxx Pxxxxx holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a reserve for any unanticipated Extraordinary Trust Expensescorresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a corresponding number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the Trustee aggregate stated amount of Class A Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged Class A Certificates and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Class B Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and all other requirements set forth in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affixxxxxx Pxxxxx holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such Certificate unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust. (e) In no event can an Optional Exchange, the Trustee shall give prompt written notice thereof to Exchange be made unless an equal number of Class A and Class B Certificates are tendered for exchange by each Rating AgencyHolder exercising this Optional Exchange right.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xt xxxxs Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a like amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the exercise of Call Rights held by it. Upon tender of such Certificates on such Optional Exchange Date, the Trustee will deliver to the Person tendering such Certificates an amount of Underlying Securities having a principal amount equal to the principal amount of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust ExpensesCertificates being tendered. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and conditionsan equal aggregate notional principal amount of Class B Certificates, if anyall acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Class A Certificates and Class B Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of future expense allocations Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the establishment case of an exchange by Merrill Lynch & Co. or any of xtx Xxxiliates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a reserve for any unanticipated Extraordinary Trust Expensescorresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a corresponding number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the Trustee aggregate stated amount of Class A Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged Class A Certificates and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Class B Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and all other requirements set forth in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affixxxxxx Pxxxxx holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such Certificate unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust. (e) In no event can an Optional Exchange, the Trustee shall give prompt written notice thereof to Exchange be made unless an equal number of Class A and Class B Certificates are tendered for exchange by each Rating AgencyHolder exercising this Optional Exchange right.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 3a 7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to fail to qualify as either a grantor trust or a partnership (other than a publicly traded partnership treated as a "grantor trust" under the Codecorporation) for U.S. federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor Trustor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Trustor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) s such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Stated Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Certificates with an aggregate stated amount of $5 million or more, all acquired pursuant to the exercise of Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson or Affiliated Persons exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the proceeds applicable Call Rights held by it or them. Upon tender of any such Certificates on such Optional Exchange based upon required prepayment of future expense allocations Date and the establishment payment of funds sufficient to satisfy any Trust Swap Termination Payment Amount, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a reserve for principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any unanticipated Extraordinary Trust Expensesof its Affiliates, where such Person or Affixxxxxx Pxxxxx holds unexercised Call Rights respecting the exchanged Certificates, such unexercised Call Rights held by such Person or Affiliated Person shall be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date. (b) Unless otherwise When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more, all acquired pursuant to the exercise of the Call Rights held by it (provided that, in the applicable Supplementcase of a group of Affiliated Persons, no Certificate single Affiliated Person holds Certificates with an aggregate stated amount of less than $500,000 acquired pursuant to the exercise of Call Rights held by it), may be exchanged notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Certificates with an aggregate stated amount of $5 million or more that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Trustee has received at least 30 days Person or Affiliated Persons exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than xxx Xxxxxxxxr), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee aggregate stated amount of Certificates acquired by such Person or specified in Affiliated Persons pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission exercise of Call Rights held by it or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount them. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an Authorized Denomination amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding, and all other requirements set forth in the related Supplement are satisfied. Upon case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such partial exchangePerson or Affixxxxxx Pxxxxx holds unexercised Call Rights respecting the exchanged Certificates, such Certificate unexercised Call Rights held by such Person or Affiliated Person shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)cancelled. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of the rights granted under paragraphs (a) and (b) of this Section 7, including, without limitation, the payment of any Trust Swap Termination Event, will be borne by the Person or Affiliated Persons exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), xx xx xxxxx Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or such shorter period acceptable any of its Affiliates (other than the Xxxxxxxxx), sxxx xxchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee or specified in aggregate stated amount of Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a PRO RATA portion of the Term Assets of the related Trust will be specified in the related Series Supplement; provided, however, PROVIDED that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to fail to qualify as a "grantor trust" under the Codetrust for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Term Assets which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsOn (A) any Underlying Securities Payment Date occurring on or after February 25, if any2006 or (B) any date on which the Underlying Securities Issuer consummates a tender offer or exchange offer for some or all of the Underlying Securities, any holder of an Optional Exchange will be specified in Certificates (other than Lehman Brothers Inc. or any Affiliate thereof) may exchange such Certxxxxxxes for a distribution of Underlying Securities representing the related Supplement; same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) On (A) any Distribution Date or (B) any date on which the Underlying Securities Issuer consummates a tender offer or exchange offer for some or all of the Underlying Securities, Lehman Brothers Inc. or any Affiliate thereof may exchange such Certixxxxxxs for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates, provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) the Trustee shall have received a certification from the Certificateholder that any Certificates being surrendered have been held for at least six months, (ii) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to investors) of the then outstanding Certificates and (iii) an Optional Exchange pursuant to this Section 7(b) will not be permitted to occur more frequently than once in any six month calendar period. (c) The following conditions shall apply to any Optional Exchange. (i) A notice specifying the number of Certificates being surrendered and the Optional Exchange Date shall be delivered to the Trustee no less than 5 days (or such exchange shorter period acceptable to the Trustee) but not more than 30 days before the Optional Exchange Date. (ii) Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not cause the Trust to be inconsistent treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (iv) In connection with continued satisfaction any Optional Exchange pursuant to subsection (a) above, the Certificates tendered for exchange must represent no less than 10% of the aggregate Certificate Principal Balance as of the Closing Date. (v) The Trustee shall not be obligated to determine whether an Optional Exchange complies with the applicable requirements provisions for exemption under Rule 3a-7 (or other applicable rule or exemption) under of the Investment Company Act of 1940, as amended, and all applicable rules, or the rules or regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; andpromulgated thereunder. (vi) adjustments to the value The provisions of Section 4.07 of the proceeds of any Standard Terms shall not apply to an Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(c). This Section 7(c) shall not provide any Person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified Underlying Securities; provided that satisfaction of the conditions set forth in this Section 7(b) shall entitle the applicable SupplementCertificateholder to a distribution thereof. (vii) but not more than 45 days prior to an The aggregate principal balance of Certificates exchanged in connection with any Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in an amount that will entitle the name Certificateholders thereof to Underlying Securities in an even multiple of the Holder minimum denomination of such exchanged Certificate)Underlying Securities. (cviii) Upon In the completion event a Termination Payment shall be payable by the Trust to the Swap Counterparty in connection with a termination of any the Swap Agreement, in whole or in part, as a result of such Optional Exchange, the payment of such Early Termination Payment will be satisfied by the distribution to the Swap Counterparty of a portion of the Underlying Securities that were to be exchanged for Certificates pursuant to the Optional Exchange, having a fair market value (as determined by the Marketing Agent) equal to such Early Termination Payment. If any Termination Payment shall be payable by the Swap Counterparty, the Trustee will remit such payment to the Person consummating the Optional Exchange. (ix) In the event such Optional Exchange shall give prompt written notice thereof occur prior to each Rating Agencythe Distribution Date in April 2004, the Certificateholders shall have paid to the Trustee, for distribution to the Depositor, on the Optional Exchange Date an amount equal to the sum obtained by multiplying the amount of accrued interest on the Underlying Securities from October 1, 2003 through, but excluding, the Closing Date by a fraction, the numerator of which shall be the number of Certificates being exchanged on such Optional Exchange Date and the denominator of which shall be the total number of Certificates.

Optional Exchange. (a) The terms and conditionsOn (A) any Underlying Securities Payment Date occurring on or after March 19, if any2006 or (B) any date on which the Underlying Securities Issuer consummates a tender offer or exchange offer for some or all of the Underlying Securities, any holder of Certificates (other than Lehman Brothers Inc. or any Affiliate thereof) may exchange such Certxxxxxxes for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates. (b) On (A) any Distribution Date or (B) any date on which the Underlying Securities Issuer or an Optional Exchange will be specified in affiliate thereof consummates a tender offer or exchange offer for some or all of the related Supplement; Underlying Securities, Lehman Brothers Inc. or any Affiliate thereof may exchange such Certixxxxxxs for a distribution of Underlying Securities representing the same percentage of the Underlying Securities as such Certificates represent of all outstanding Certificates, provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) the Trustee shall have received a certification from the certificateholder that any Certificates being surrendered have been held for at least six months, (ii) the Certificates being surrendered may represent no more than 5% (or 25% in the case of Certificates acquired by the Underwriters but never distributed to investors) of the then outstanding Certificates and (iii) an Optional Exchange pursuant to this Section 7(b) will not be permitted to occur more frequently than once in any six month calendar period. (c) The following conditions shall apply to any Optional Exchange. (i) A notice specifying the number of Certificates being surrendered and the Optional Exchange Date shall be delivered to the Trustee no less than 5 days (or such exchange shorter period acceptable to the Trustee) but not more than 30 days before the Optional Exchange Date. (ii) Certificates shall be surrendered to the Trustee no later than 10:00 a.m. (New York City time) on the Optional Exchange Date. (iii) The Trustee shall have received an opinion of counsel stating that the Optional Exchange would not cause the Trust to be inconsistent treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. (iv) In connection with continued satisfaction any Optional Exchange pursuant to subsection (a) above, the Certificates tendered for exchange must represent no less than 10% of the aggregate Certificate Principal Balance as of the Closing Date. (v) The Trustee shall not be obligated to determine whether an Optional Exchange complies with the applicable requirements provisions for exemption under Rule 3a-7 (or other applicable rule or exemption) under of the Investment Company Act of 1940, as amended, and all applicable rules, or the rules or regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; andpromulgated thereunder. (vi) adjustments to the value The provisions of Section 4.07 of the proceeds of any Standard Terms shall not apply to an Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (7(c). This Section 7(c) shall not provide any Person with a lien against, an interest in or such shorter period acceptable a right to specific performance with respect to the Trustee or specified Underlying Securities; provided that satisfaction of the conditions set forth in this Section 7(b) shall entitle the applicable Supplementcertificateholder to a distribution thereof. (vii) but not more than 45 days prior to an The aggregate principal balance of Certificates exchanged in connection with any Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in an amount that will entitle the name certificateholders thereof to Underlying Securities in an even multiple of the Holder minimum denomination of such exchanged Certificate)Underlying Securities. (cviii) Upon In the completion event a Termination Payment shall be payable by the Trust to the Swap Counterparty in connection with a termination of any the Swap Agreement, in whole or in part, as a result of such Optional Exchange, the payment of such Early Termination Payment will be satisfied by the distribution to the Swap Counterparty of a portion of the Underlying Securities that were to be exchanged for Certificates pursuant to the Optional Exchange, having a fair market value (as determined by the Marketing Agent) equal to such Early Termination Payment. If any Termination Payment shall be payable by the Swap Counterparty, the Trustee will remit such payment to the Person consummating the Optional Exchange. (ix) In the event such Optional Exchange shall give prompt written notice thereof occur prior to each Rating Agency.the Distribution Date in May 2004, the certificateholders shall have paid to the Trustee, for distribution to the Depositor, on the Optional Exchange Date an amount equal to the sum obtained by multiplying the amount of accrued interest on the Underlying Securities from February

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor Trustor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Trustor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Stated Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositox), if anyxx ix xxxds Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount proportional to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositox), xx ix xxxds Certificates, or any other Person (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Certificates with an aggregate stated amount of $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 5 days but not more than 60 days prior to any such Optional Exchange Date as they may designate, that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code, (iv) in the applicable Supplementcase of an exchange of less than all outstanding Certificates, no Certificate may be exchanged such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 4.07 unless 7; (v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the Trustee has received at least 30 days Person exercising such exchange; and (vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other thax xxx Xxxxxxtor), such shorter period acceptable exchange will be made with respect to an aggregate stated amount of Certificates equal to the Trustee or specified in aggregate stated amount of Certificates acquired by such Person pursuant to the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member exercise of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount Call Rights held by it. Upon tender of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" Certificates on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is Date, the Trustee will deliver to the Person tendering such Certificates an Authorized Denomination and all other requirements set forth in amount of Underlying Securities having a principal amount equal to the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Certificates for being tendered divided by the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name aggregate stated amount of the Holder of such exchanged Certificate)Certificates then outstanding. (c) Upon The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the completion Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. (d) Any costs associated with the exercise of any the rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, of an may notify the Trustee in writing not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;; and (iv) specified dates in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on which a Holder may effect the New York Stock Exchange, unless the Person or Affiliated Persons tendering such an Optional Exchange (each, an "Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7. Upon tender of such Certificates on such Optional Exchange Date"), as specified in the applicable Supplement; Trustee will deliver to the Person or Affiliated Persons tendering such Certificates (va) limitations on an amount of each of the right Underlying Securities having a principal amount or, where any Underlying Securities are interest-only Treasury STRIPS, a notional amount, equal to the aggregate principal amount of an exchanging Holder such Underlying Securities or, where any Underlying Securities are interest-only Treasury STRIPS, the aggregate notional amount, then held by the Trust multiplied by the result of dividing the aggregate stated amount of Certificates being tendered by the aggregate stated amount of Certificates then outstanding, and (b) a portion of any payments received by the Trustee prior to receive any benefit upon such Optional Exchange from any Credit Support; and (viDate in respect of the Underlying Securities and held in a non-interest bearing account pursuant to Section 5(b) adjustments pending distribution to Holders pursuant to Section 5(c) that is equal to the value total amount of payments so held by the proceeds Trustee multiplied by the result of dividing the aggregate stated amount of Certificates being tendered by the aggregate stated amount of Certificates then outstanding; provided, that in no case shall the Trustee be required to deliver pursuant to this section a fractional amount of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust ExpensesUnderlying Security. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person or Affiliated Persons exercising such Optional Exchangerights and not by the Trust. (d) The Trustee will be entitled to receive an Opinion of Counsel that the conditions in clauses (a)(ii), the Trustee shall give prompt written notice thereof to each Rating Agency(iii) and (iv) of this Section 7 are satisfied.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor's and the Trustee's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Codefor federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;: (iii3) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt Securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trustee’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "“grantor trust" under the Code” for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional National Amount, as applicable, of each Certificate certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt Securities; and (vi) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) in the case of Registered Certificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Registered Certificate, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Registered Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of at such telegram, telex, facsimile transmission or letter, and such Registered Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional National Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon satisfied upon such partial exchange, exchange such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which which, in the case of any Registered Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchangeoptional exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xx xxxxx Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the Dxxxxxxxx), xuxx xxchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) s such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii3) a requirement that the Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange exchange from any Credit SupportSupport or Underlying Securities which are not debt securities; and (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 thirty (30) days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 forty-five (45) days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderHolder of such Certificate, the Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount of such Registered Certificate to be exchanged and the Certificate number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount of such Certificate as long as the Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Stated Amount, Notional Amount or Notional Face Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agencythe Hired NRSRO.

Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of an Optional Exchange any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, provided that any right of Optional Exchange exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's ’s request an Opinion of Counsel that (i) such exchange would not be inconsistent with the Depositor’s and the Trust’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of cause the Trust to be taxable as a "grantor trust" under the Codecorporation for federal income tax purposes. The Such terms of an Optional Exchange may includerelate to, but are not limited to, the following: (i1) a requirement that the exchanging Holder Certificateholder tender to the Trustee Certificates of each Class within such Series; (ii2) a minimum Certificate Principal Balance Amount or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single HolderCertificateholder; (iii3) a requirement that the Certificate Principal Balance Amount or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denominationintegral multiple of an amount specified in such Series Supplement; (iv4) specified dates on during which a Holder Certificateholder may effect such an Optional Exchange exchange (each, an "“Optional Exchange Date"”), as specified in the applicable Supplement; (v5) limitations on the right of an exchanging Holder Certificateholder to receive any benefit upon Optional Exchange exchange from any Credit Support; andSupport or Underlying Securities which are not debt securities; (vi6) adjustments to the value of the proceeds of any Optional Exchange exchange based upon required prepayment of future expense allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any unanticipated anticipated Extraordinary Trust Expenses; (7) a requirement that a Class of Certificates to be exchanged has been held by the exchanging Certificateholder for a minimum of six months; and (8) a requirement that no more than 5% of the initial Certificate Principal Amount of the Certificates and Call Warrants, if any, can be exchanged by a Certificateholder on an Optional Exchange Date, provided, however, that a Certificateholder may exchange all of the Certificates and the Call Warrants with respect to the Underlying Securities held by such Trust, if any, on any date. (b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to this Section 4.07 the preceding paragraph unless the Trustee has received at least 30 20 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 30 days prior to an Optional Exchange Date in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificates with the form entitled “Option to Elect Exchange” on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the HolderCertificateholders, the Certificate Principal Balance Amount or Notional Amount of such Registered Certificate the Certificates to be exchanged and the number Certificate numbers or a description of the tenor and the terms of such CertificateCertificates, a statement that the Optional Exchange option to elect exchange is being exercised thereby and an assurance that the Registered Certificate Certificates to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Certificate Certificates duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate Certificates and form forms duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Certificate by the Holder Certificateholder thereof for Optional Exchange exchange shall be irrevocable. Unless otherwise provided in the applicable Series Supplement, the Optional Exchange exchange option may be exercised pursuant to this Section 4.07 by the Holder holder of a Certificate for less than the aggregate Certificate Principal Balance Amount or Notional Amount of such Certificate as long as the Certificate Principal Balance Amount or Notional Amount remaining Outstanding after such Optional Exchange exchange is an Authorized Denomination authorized denomination and all other exchange requirements set forth in the related Series Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance Amount or Notional Amount thereof shall be issued (which which, in the case of any Certificate, shall be in the name of the Holder holder of such exchanged Certificate). (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each the Rating AgencyAgencies.

Optional Exchange. (a) The terms holder of the Optional ----------------- Exchange Right will be entitled to require the Trustee, on any Business Day, to effect an Optional Redemption of one or more Certificates; provided that any -------- such exercise is subject to the conditions that, on the Business Day on which the Optional Redemption occurs, (i) the holder of the Optional Exchange Right is also the holder of the Call Right and conditionsthe Retained Interest, if any, (ii) the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of Certificates to be redeemed and (iii) the outstanding aggregate principal amount of Certificates to be redeemed shall be an amount equal to an authorized denomination of the Underlying Securities. No exercise of an Optional Exchange will be specified in Right shall prevent the related Supplement; provided, however, that holder from any right later exercise thereof on any subsequent Business Day. (b) The holder of the Optional Exchange right must provide notice to the Trustee (an "OPTIONAL EXCHANGE REQUEST") not less than four Business Days prior to the Business Day on which it intends to exercise the Optional Exchange Right, which notice shall (i) specify the outstanding aggregate principal amount of Certificates to be exercisable only redeemed (the "SUBJECT CERTIFICATES"), (ii) confirm that the holder of the Optional Exchange Right is also the holder of the Call Right and the Retained Interest and (iii) confirm the holder of the Optional Exchange Right is also the holder of Certificates in an outstanding aggregate principal amount at least equal to the outstanding aggregate principal amount of the Subject Certificates. (c) On the Optional Exchange Date, (i) the Trustee will immediately liquidate all investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms to the extent such proceeds would otherwise be distributable to the holders of the Subject Certificates and (ii) the Subject Certificates will be redeemed by the Trustee in exchange for (x) delivery by the Trustee to the holder of the Optional Exchange Right of Underlying Securities in an outstanding aggregate principal amount equal to the outstanding aggregate principal amount of the Subject Certificates and (y) payment by the Trustee to such holder of Available Funds in the Certificate Account that are attributable to the Subject Certificates (including investments (if any) made by the Trustee pursuant to Section 3.05 of the Standard Terms that would otherwise be distributable to the holders of the Subject Certificates). (d) Following the receipt of an Optional Exchange Request with respect to all outstanding Certificates, all interest earned on amounts invested pursuant to Section 3.05 of the Standard Terms shall be paid to the Depositor provides upon on the Trustee's request an Opinion related Optional Exchange Date. No Optional Exchange Request with respect to all outstanding Certificates shall be effective unless the holder of Counsel that the Optional Exchange Right satisfies the claims of all creditors of the Bond-backed Investment Certificates Trust, Series 1997-Du Pont. (ie) such exchange would On the Optional Exchange Date, the aggregate outstanding principal amount of the Certificates shall be reduced by the aggregate outstanding principal amount of the Subject Certificates so redeemed. (f) The Trustee shall not be inconsistent obligated to determine whether an Optional Redemption complies with continued satisfaction the provisions of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination; (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement; (v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and (vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses. (b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) rules or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)regulations promulgated thereunder. (c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.

Optional Exchange. (a) The terms and conditionsMerrill Lynch & Co. or any of its Affiliates (other than the Depositor), if anyxx xt xxxxs Certificates, or any other Person (other than the Depositor) holding Certificates with an aggregate stated amount of an $5 million or more acquired pursuant to the exercise of Call Rights held by it, may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange will be specified in the related Supplement; providedDate, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that that: (i) such Person intends to tender an Authorized Denomination of Certificates that it holds to the Trustee on such Optional Exchange Date in exchange would for a proportional amount of Underlying Securities; (ii) such exchange will not be inconsistent with continued satisfaction of cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and ; (iiiii) such exchange would will not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series; (ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder; (iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;, (iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplementcase of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange for such Certificates pursuant to this Section 7; (v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person other than the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit SupportPerson exercising such exchange; and (vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other txxx xxx Xxxxsitor), such exchange will be made with respect to an aggregate stated amount of Certificates equal to the value aggregate stated amount of Certificates acquired by such Person pursuant to the proceeds exercise of any Call Rights held by it. Upon tender of such Certificates on such Optional Exchange based upon required prepayment Date, the Trustee will deliver to the Person tendering such Certificates an amount of future expense allocations and Underlying Securities having a principal amount equal to the establishment aggregate principal amount of a reserve for any unanticipated Extraordinary Underlying Securities then held by the Trust Expensestimes the aggregate stated amount of Certificates being tendered divided by the aggregate stated amount of Certificates then outstanding. (b) Unless otherwise provided The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the applicable Supplement, no Certificate may be exchanged Standard Terms do not apply to an Optional Exchange pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the Registered Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender by the Holder thereof for Optional Exchange shall be irrevocable. Unless otherwise provided in the applicable Supplement, the Optional Exchange option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the Holder of such exchanged Certificate)7. (c) Upon Any costs associated with the completion exercise of any the rights granted under paragraph (a) of this Section 7 will be borne by the Person exercising such Optional Exchange, rights and not by the Trustee shall give prompt written notice thereof to each Rating AgencyTrust.