Common use of Trust Property Made Available Clause in Contracts

Trust Property Made Available. (a) Subject to Section 9.04, as promptly as possible after the occurrence of a Trust Wind-up Event or Liquidation Event, and in any case within three Business Days following such occurrence, the Trustee shall provide notice to the Unitholders and the Rating Agencies of the occurrence of a Trust Wind-up Event or Liquidation Event, the termination of the Swap Agreement or the particular Affected Transaction(s) thereunder, the amount of any related Termination Payment and a notice of the rights of the Unitholders under Section 9.03(c). In the case of a Trust Wind-Up Event, subject to Section 9.01, the Trustee shall also provide notice to the Unitholders and the Rating Agencies of the termination of the Trust and that Holders should surrender their Units to the Trustee, or deliver security or indemnity acceptable to the Trustee, for their respective pro rata distributions of the Securities and any other remaining Trust Property, if any. Such notice to the Unitholders and the Rating Agencies shall also specify (i) the cause of the Trust Wind-up Event, (ii) the location and hours of the Corporate Trust Office at which Units should be presented and surrendered and (iii) that each Holder must supply transfer instructions in writing with respect to the Securities and/or other Trust Property to be distributed in cash or in kind. (b) Immediately upon receipt of notice from the Swap Counterparty that the Trust will be obligated to pay a Termination Payment or upon other notice from the Trustee that the Trust is required to sell Securities, the Selling Agent shall undertake to sell Securities on behalf of the Trust, unless and until the Selling Agent receives notice from the Trustee of an exercise by the Unitholders of their rights under Section 9.03(c); provided, however, that the Selling Agent may elect not to act as Selling Agent with respect to some or all of the Securities by written notice to that effect to the Trustee. The timing, price and other terms of any sale conducted by the Selling Agent shall be determined by the Selling Agent in its sole discretion, but all such sales shall be completed within 30 days or such longer period of time as may be reasonable with respect to particular Securities. In the case of a Liquidation Event, sales under this provision shall be limited to the Affected Securities except where the proceeds from the Affected Securities are insufficient to make payment of the Termination Payment. (c) Notwithstanding Section 9.03(b), in connection with any Termination Payment payable by the Trust, the Unitholders may, acting unanimously, deliver to the Trustee the amount of such outstanding Termination Payment (together with, in the case of a Trust Wind-Up Event, any Extraordinary Trust Expenses in excess of the Maximum Reimbursable Amount payable to the Trustee) and a written instruction to discontinue sale of the Securities. If the Selling Agent receives notice from the Trustee of the exercise by the Unitholders of their rights under this Section 9.03(c), the Selling Agent shall promptly discontinue sales of the related Securities (but the Selling Agent and the Trustee shall complete the settlement of any sale already agreed). It is expressly understood and agreed that Securities may be sold in the time necessary for the Unitholders to be notified of and act upon their rights under this Section 9.03(c). (d) Subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, and as provided in the Terms Schedule, the Securities or Affected Securities shall be made available by the Trustee to the Holders upon the occurrence of a Trust Wind-up Event or Liquidation Event, respectively, after expiration of any sale period referred to in Section 9.03(b), and upon surrender, or delivery of security or indemnity acceptable to the Trustee, by each Holder of its Units at the Corporate Trust Office specified pursuant to paragraph (a) of this Section 9.03. Upon receipt by the Trustee of (i) appropriate transfer instructions in writing from a Holder with respect to the Securities and (ii) such Holder' Units (or acceptable security or indemnity), the Trustee shall promptly deliver Securities to such Holder in an aggregate principal amount equal to the aggregate Unit Principal Balance of such Holder' Units in accordance with such transfer instructions by (A) physical delivery or (B) if applicable, causing the book-entry depositary for such Securities to credit such Securities to an account of such Holder with such depositary or an account of a designated participant in such depositary, provided that such book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositary. Any Transfer made in accordance with this paragraph shall satisfy all obligations of the Trust with respect to the Unitholders. (e) Unless otherwise provided in the Terms Schedule, and notwithstanding any other provision of this Agreement (and as specified in the Swap Agreement), in connection with early termination of a Swap Agreement or one or more Transactions thereunder, other than as a result of Security Default, the claim of the Swap Counterparty against the Securities (or proceeds thereof arising from sale thereof) and any other Trust Property will be limited to a claim pro rata with that of the Unitholders according to the amount of the Termination Payment otherwise payable to the Swap Counterparty and the Unitholders' aggregate Unit Principal Balance plus accrued interest. (f) The only distributions from the Trustee to which the Holders shall be entitled are, subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, payments on the Securities, amounts, if any, recovered under the Swap Agreement (including Termination Payments, if any, and amounts collected pursuant to Section 2(e) and Section 11 of the Swap Agreement) or Guarantee, received by the Trustee after the occurrence of the Trust Wind-Up Event, and any other remaining Trust Property, if any, which in each case the Trustee shall distribute pro rata to the Unitholders in the manner provided pursuant to Section 4.01 upon satisfaction of the conditions for transfer of Securities referred to in paragraph (b) of this Section. (g) Except for reports and other information required to be provided to Holders under the Trust Agreement, the obligations the Trustee and the Depositor will terminate upon the distribution to Unitholders of all amounts required to be distributed to them and the disposition of all Securities held by the Trustee, and such distribution shall constitute full satisfaction of all of the interests of the Unitholders under this Trust Agreement. (h) In the event that the Selling Agent resigns or declines to sell specific Securities, the Trustee shall proceed under Section 10.02(a)(x). (i) The Selling Agent is an agent of the Trustee only and shall have no fiduciary or other duties to the Unitholders, nor shall the Selling Agent have any liability to the Trust in the absence of the Selling Agent's bad faith or willful default. The Selling Agent shall be permitted to sell Securities to Affiliates of the Selling Agent. The Selling Agent may (in addition to declining to sell specific Securities as provided in Section 9.03(b)) resign at any time by oral or written notice to the Trustee, such resignation to take effect immediately upon notice. Except as provided in the first sentence of this Section 9.03(i), each of the protections, releases, indemnities and other terms applicable to the Trustee under Section 10.01, 10.02, 10.03 and 10.05 shall apply to the Selling Agent in connection with its actions as Selling Agent for the Trust. (j) Subject to Section 9.03(b) and Section 9.03(e), the Trustee agrees that upon any failure of the Trust to make any payment when due under the Swap Agreement, the Swap Counterparty shall have the right to take all action and to pursue all remedies with respect to such property that a secured party is permitted to take with respect to collateral under the UCC, including the right to require the Trustee promptly to sell all or any portion of the Securities in the open market or, if the Swap Counterparty elects, to sell the Securities to the Swap Counterparty for its fair value as determined in good faith by the Swap Counterparty. In either case, the proceeds of sale shall be applied to any amounts owed to the Swap Counterparty. The Trustee further agrees to take any actions necessary to facilitate the perfection of the aforementioned security interest of the Swap Counterparty in the property of the Trust as the Swap Counterparty may reasonably request. (k) No Unitholder shall have any liability as a seller of the Trust Property in connection with any sale of Trust Property by the Trustee or the Selling Agent.

Trust Property Made Available. (a) Subject to Section 9.04, as promptly as possible after the occurrence of a Trust Wind-up Up Event or Liquidation Event, and in any case within three five Business Days following after such occurrence, the Trustee shall provide notice to the Unitholders Certificateholders and the Rating Agencies of the occurrence of a Trust Wind-up Event or Liquidation Eventsuch occurrence, the termination of the Swap Agreement or the particular Affected Transaction(s) Swap Transaction or Transactions thereunder, the amount of any related Swap Termination Payment and a notice the right of the rights of the Unitholders Certificateholders under Section 9.03(c)paragraph (c) below. In the case of a Trust Wind-Up Event, subject to Section 9.01, the Trustee such notice shall also provide notice to the Unitholders and the Rating Agencies of the termination of state (i) that the Trust will terminate and that Holders Certificateholders should surrender their Units Certificates to the Trustee, Trustee or deliver security or indemnity reasonably acceptable to the Trustee, Trustee in exchange for their respective pro rata distributions of the Securities and any other remaining Trust Property, if any. Such notice to the Unitholders and the Rating Agencies shall also specify (i) the cause of the Trust Wind-up Eventcash, (ii) the cause of such Trust Wind-Up Event, (iii) the location and business hours of the Corporate Trust Office at which Units Certificates should be presented and surrendered and (iiiiv) that each Holder Certificateholder must supply transfer instructions in writing with respect to the Securities and/or other Trust Property to be distributed in cash or in kindany distributions. (b) Immediately Subject to Section 9.04, upon receipt the occurrence of notice from the Swap Counterparty that the a Trust will be obligated to pay a Termination Payment Wind-Up Event or upon other notice from Liquidation Event, the Trustee shall notify the Selling Agent that the Trust is required to sell SecuritiesSecurities or other Trust Property, and upon the expiration of three days after receiving such notice, the Selling Agent shall undertake to sell Securities or other Trust Property on behalf of the Trust, unless and until the Selling Agent receives notice from the Trustee of an exercise by the Unitholders Certificateholders of their rights right under Section 9.03(c)paragraph (c) below; provided, however, that the Selling Agent may elect not to act as Selling Agent with respect to some all or all a part of the Securities or other Trust Property to be sold by written notice to that effect to the Trustee. The timing, price and other terms of any sale conducted by the Selling Agent shall be determined by the Selling Agent in its sole discretion, but all such sales shall be completed within 30 days or such longer period of time as may be reasonable with respect to particular Securitiesthe Securities or other Trust Property to be sold. In the case of a Liquidation Event, sales made under this provision paragraph (b) shall be limited to the Affected Securities Securities, except where to the extent that the proceeds from the Affected Securities are such sales would be insufficient to make payment of the Termination Payment. (c) Notwithstanding Section 9.03(b), In the circumstances described in connection with any Termination Payment payable by the Trustparagraph (b) above, the Unitholders mayCertificateholders, acting unanimously, deliver may instruct the Trustee in writing to discontinue any sale of Trust Property, provided they also pay to the Trustee the amount of such outstanding (i) any Termination Payment required to be made by the Trust plus (together with, ii) in the case of a Trust Wind-Up an Excess Expense Event, any Extraordinary Trust Expenses in excess of required to be paid by the Maximum Reimbursable Amount payable Trust pursuant to the Trustee) and a written instruction to discontinue sale of the SecuritiesSection 10.05(c). If the Selling Agent receives Promptly upon receiving notice from the Trustee of the exercise by the Unitholders Certificateholders of their rights right under this Section 9.03(cparagraph (c), the Selling Agent shall promptly discontinue sales of the related Securities (but the Selling Agent and the Trustee shall complete the settlement of any sale already agreed). It is expressly understood and agreed that Securities may be sold in the time necessary for the Unitholders to be notified of and act upon their rights under this Section 9.03(c). (d) Subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, and as provided in the Terms Schedule, the Securities or Affected Securities shall be made available by the Trustee to the Holders upon the occurrence of a Trust Wind-up Event or Liquidation Event, respectively, after expiration of any sale period referred to in Section 9.03(b), and upon surrender, or delivery of security or indemnity acceptable to the Trustee, by each Holder of its Units at the Corporate Trust Office specified pursuant to paragraph (a) of this Section 9.03. Upon receipt by the Trustee of (i) appropriate transfer instructions in writing from a Holder with respect to the Securities and (ii) such Holder' Units (or acceptable security or indemnity), the Trustee shall promptly deliver Securities to such Holder in an aggregate principal amount equal to the aggregate Unit Principal Balance of such Holder' Units in accordance with such transfer instructions by (A) physical delivery or (B) if applicable, causing the book-entry depositary for such Securities to credit such Securities to an account of such Holder with such depositary or an account of a designated participant in such depositary, provided that such book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositary. Any Transfer made in accordance with this paragraph shall satisfy all obligations of the Trust with respect to the Unitholders. (e) Unless otherwise provided in the Terms Schedule, and notwithstanding any other provision of this Agreement (and as specified in the Swap Agreement), in connection with early termination of a Swap Agreement or one or more Transactions thereunder, other than as a result of Security Default, the claim of the Swap Counterparty against the Securities (or proceeds thereof arising from sale thereof) and any other Trust Property will be limited to a claim pro rata with that of the Unitholders according to the amount of the Termination Payment otherwise payable to the Swap Counterparty and the Unitholders' aggregate Unit Principal Balance plus accrued interest. (f) The only distributions from the Trustee to which the Holders shall be entitled are, subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, payments on the Securities, amounts, if any, recovered under the Swap Agreement (including Termination Payments, if any, and amounts collected pursuant to Section 2(e) and Section 11 of the Swap Agreement) or Guarantee, received by the Trustee after the occurrence of the Trust Wind-Up Event, and any other remaining Trust Property, if any, which in each case the Trustee shall distribute pro rata to the Unitholders in the manner ; provided pursuant to Section 4.01 upon satisfaction of the conditions for transfer of Securities referred to in paragraph (b) of this Section. (g) Except for reports and other information required to be provided to Holders under the Trust Agreement, the obligations the Trustee and the Depositor will terminate upon the distribution to Unitholders of all amounts required to be distributed to them and the disposition of all Securities held by the Trustee, and such distribution shall constitute full satisfaction of all of the interests of the Unitholders under this Trust Agreement. (h) In the event that the Selling Agent resigns or declines to sell specific Securities, the Trustee shall proceed under Section 10.02(a)(x). (i) The Selling Agent is an agent of the Trustee only and shall have no fiduciary or other duties to the Unitholders, nor shall the Selling Agent have any liability to the Trust in the absence of the Selling Agent's bad faith or willful default. The Selling Agent shall be permitted to sell Securities to Affiliates of the Selling Agent. The Selling Agent may (in addition to declining to sell specific Securities as provided in Section 9.03(b)) resign at any time by oral or written notice to the Trustee, such resignation to take effect immediately upon notice. Except as provided in the first sentence of this Section 9.03(i), each of the protections, releases, indemnities and other terms applicable to the Trustee under Section 10.01, 10.02, 10.03 and 10.05 shall apply to the Selling Agent in connection with its actions as Selling Agent for the Trust. (j) Subject to Section 9.03(b) and Section 9.03(e), the Trustee agrees that upon any failure of the Trust to make any payment when due under the Swap Agreement, the Swap Counterparty shall have the right to take all action and to pursue all remedies with respect to such property that a secured party is permitted to take with respect to collateral under the UCC, including the right to require the Trustee promptly to sell all or any portion of the Securities in the open market or, if the Swap Counterparty elects, to sell the Securities to the Swap Counterparty for its fair value as determined in good faith by the Swap Counterparty. In either case, the proceeds of sale shall be applied to any amounts owed to the Swap Counterparty. The Trustee further agrees to take any actions necessary to facilitate the perfection of the aforementioned security interest of the Swap Counterparty in the property of the Trust as the Swap Counterparty may reasonably request. (k) No Unitholder shall have any liability as a seller of the Trust Property in connection with any sale of Trust Property by the Trustee or the Selling Agent.and

Trust Property Made Available. (a) Subject to Section 9.04, as promptly as possible after the occurrence of a Trust Wind-up Event or Liquidation Event, and in any case within three Business Days following such occurrence, the Trustee shall provide notice to the Unitholders and the Rating Agencies of the occurrence of a Trust Wind-up Event or Liquidation Event, the termination of the Swap Agreement or the particular Affected Transaction(s) thereunder, the amount of any related Termination Payment and a notice of the rights of the Unitholders under Section 9.03(c)) . In the case of a Trust Wind-Up Event, subject to Section 9.01, the Trustee shall also provide notice to the Unitholders and the Rating Agencies of the termination of the Trust and that Holders should surrender their Units to the Trustee, or deliver security or indemnity acceptable to the Trustee, for their respective pro rata distributions of the Securities and any other remaining Trust Property, if any. Such notice to the Unitholders and the Rating Agencies shall also specify (i) the cause of the Trust Wind-up Event, (ii) the location and hours of the Corporate Trust Office at which Units should be presented and surrendered and (iii) that each Holder must supply transfer instructions in writing with respect to the Securities and/or other Trust Property to be distributed in cash or in kind. (b) Immediately upon receipt of notice from the Swap Counterparty that the Trust will be obligated to pay a Termination Payment or upon other notice from the Trustee that the Trust is required to sell Securities, the Selling Agent shall undertake to sell Securities on behalf of the Trust, unless and until the Selling Agent receives notice from the Trustee of an exercise by the Unitholders of their rights under Section 9.03(c)) ; provided, however, that the Selling Agent may elect not to act as Selling Agent with respect to some or all of the Securities by written notice to that effect to the Trustee. The timing, price and other terms of any sale conducted by the Selling Agent shall be determined by the Selling Agent in its sole discretion, but all such sales shall be completed within 30 days or such longer period of time as may be reasonable with respect to particular Securities. In the case of a Liquidation Event, sales under this provision shall be limited to the Affected Securities except where the proceeds from the Affected Securities are insufficient to make payment of the Termination Payment. (c) Notwithstanding Section 9.03(b)) , in connection with any Termination Payment payable by the Trust, the Unitholders may, acting unanimously, deliver to the Trustee the amount of such outstanding Termination Payment (together with, in the case of a Trust Wind-Up Event, any Extraordinary Trust Expenses in excess of the Maximum Reimbursable Amount payable to the Trustee) and a written instruction to discontinue sale of the Securities. If the Selling Agent receives notice from the Trustee of the exercise by the Unitholders of their rights under this Section 9.03(c), the Selling Agent shall promptly discontinue sales of the related Securities (but the Selling Agent and the Trustee shall complete the settlement of any sale already agreed)) . It is expressly understood and agreed that Securities may be sold in the time necessary for the Unitholders to be notified of and act upon their rights under this Section 9.03(c). (d) Subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, and as provided in the Terms Schedule, the Securities or Affected Securities shall be made available by the Trustee to the Holders upon the occurrence of a Trust Wind-up Event or Liquidation Event, respectively, after expiration of any sale period referred to in Section 9.03(b), and upon surrender, or delivery of security or indemnity acceptable to the Trustee, by each Holder of its Units at the Corporate Trust Office specified pursuant to paragraph (a) of this Section 9.03. Upon receipt by the Trustee of (i) appropriate transfer instructions in writing from a Holder with respect to the Securities and (ii) such Holder' Units (or acceptable security or indemnity), the Trustee shall promptly deliver Securities to such Holder in an aggregate principal amount equal to the aggregate Unit Principal Balance of such Holder' Units in accordance with such transfer instructions by (A) physical delivery or (B) if applicable, causing the book-entry depositary for such Securities to credit such Securities to an account of such Holder with such depositary or an account of a designated participant in such depositary, provided that such book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositary. Any Transfer made in accordance with this paragraph shall satisfy all obligations of the Trust with respect to the Unitholders. (e) Unless otherwise provided in the Terms Schedule, and notwithstanding any other provision of this Agreement (and as specified in the Swap Agreement)) , in connection with early termination of a Swap Agreement or one or more Transactions thereunder, other than as a result of Security Default, the claim of the Swap Counterparty against the Securities (or proceeds thereof arising from sale thereof) and any other Trust Property will be limited to a claim pro rata with that of the Unitholders according to the amount of the Termination Payment otherwise payable to the Swap Counterparty and the Unitholders' aggregate Unit Principal Balance plus accrued interest. (f) The only distributions from the Trustee to which the Holders shall be entitled are, subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, payments on the Securities, amounts, if any, recovered under the Swap Agreement (including Termination Payments, if any, and amounts collected pursuant to Section 2(e) and Section 11 of the Swap Agreement) or Guarantee, received by the Trustee after the occurrence of the Trust Wind-Up Event, and any other remaining Trust Property, if any, which in each case the Trustee shall distribute pro rata to the Unitholders in the manner provided pursuant to Section 4.01 upon satisfaction of the conditions for transfer of Securities referred to in paragraph (b) of this Section. (g) Except for reports and other information required to be provided to Holders under the Trust Agreement, the obligations the Trustee and the Depositor will terminate upon the distribution to Unitholders of all amounts required to be distributed to them and the disposition of all Securities held by the Trustee, and such distribution shall constitute full satisfaction of all of the interests of the Unitholders under this Trust Agreement. (h) In the event that the Selling Agent resigns or declines to sell specific Securities, the Trustee shall proceed under Section 10.02(a)(x)10.02(a) (x) . (i) The Selling Agent is an agent of the Trustee only and shall have no fiduciary or other duties to the Unitholders, nor shall the Selling Agent have any liability to the Trust in the absence of the Selling Agent's bad faith or willful default. The Selling Agent shall be permitted to sell Securities to Affiliates of the Selling Agent. The Selling Agent may (in addition to declining to sell specific Securities as provided in Section 9.03(b)) ) resign at any time by oral or written notice to the Trustee, such resignation to take effect immediately upon notice. Except as provided in the first sentence of this Section 9.03(i)) , each of the protections, releases, indemnities and other terms applicable to the Trustee under Section 10.01, 10.02, 10.03 and 10.05 shall apply to the Selling Agent in connection with its actions as Selling Agent for the Trust. (j) Subject to Section 9.03(b) and Section 9.03(e)) , the Trustee agrees that upon any failure of the Trust to make any payment when due under the Swap Agreement, the Swap Counterparty shall have the right to take all action and to pursue all remedies with respect to such property that a secured party is permitted to take with respect to collateral under the UCC, including the right to require the Trustee promptly to sell all or any portion of the Securities in the open market or, if the Swap Counterparty elects, to sell the Securities to the Swap Counterparty for its fair value as determined in good faith by the Swap Counterparty. In either case, the proceeds of sale shall be applied to any amounts owed to the Swap Counterparty. The Trustee further agrees to take any actions necessary to facilitate the perfection of the aforementioned security interest of the Swap Counterparty in the property of the Trust as the Swap Counterparty may reasonably request. (k) No Unitholder shall have any liability as a seller of the Trust Property in connection with any sale of Trust Property by the Trustee or the Selling Agent.

Trust Property Made Available. (a) Subject to Section 9.04, as promptly as possible after the occurrence of a Trust Wind-up Up Event or Liquidation Event, and in any case within three five Business Days following after such occurrence, the Trustee shall provide notice to the Unitholders Certificateholders and the Rating Agencies of the occurrence of a Trust Wind-up Event or Liquidation Eventsuch occurrence, the termination of the Swap Agreement or the particular Affected Transaction(s) Swap Transaction or Transactions thereunder, the amount of any 46 53 related Swap Termination Payment and a notice the right of the rights of the Unitholders Certificateholders under Section 9.03(c)paragraph (c) below. In the case of a Trust Wind-Up Event, subject to Section 9.01, the Trustee such notice shall also provide notice to the Unitholders and the Rating Agencies of the termination of state (i) that the Trust will terminate and that Holders Certificateholders should surrender their Units Certificates to the Trustee, Trustee or deliver security or indemnity reasonably acceptable to the Trustee, Trustee in exchange for their respective pro rata distributions of the Securities and any other remaining Trust Property, if any. Such notice to the Unitholders and the Rating Agencies shall also specify (i) the cause of the Trust Wind-up Eventcash, (ii) the cause of such Trust Wind-Up Event, (iii) the location and business hours of the Corporate Trust Office at which Units Certificates should be presented and surrendered and (iiiiv) that each Holder Certificateholder must supply transfer instructions in writing with respect to the Securities and/or other Trust Property to be distributed in cash or in kindany distributions. (b) Immediately Subject to Section 9.04, upon receipt the occurrence of notice from the Swap Counterparty that the a Trust will be obligated to pay a Termination Payment Wind-Up Event or upon other notice from Liquidation Event, the Trustee shall notify the Selling Agent that the Trust is required to sell SecuritiesSecurities or other Trust Property, and the Selling Agent shall undertake to sell Securities or other Trust Property on behalf of the Trust, unless and until the Selling Agent receives notice from the Trustee of an exercise by the Unitholders Certificateholders of their rights right under Section 9.03(c)paragraph (c) below; provided, however, that the Selling Agent may elect not to act as Selling Agent with respect to some all or all a part of the Securities or other Trust Property to be sold by written notice to that effect to the Trustee. The timing, price and other terms of any sale conducted by the Selling Agent shall be determined by the Selling Agent in its sole discretion, but all such sales shall be completed within 30 days or such longer period of time as may be reasonable with respect to particular Securitiesthe Securities or other Trust Property to be sold. In the case of a Liquidation Event, sales made under this provision paragraph (b) shall be limited to the Affected Securities Securities, except where to the extent that the proceeds from the Affected Securities are such sales would be insufficient to make payment of the Termination Payment. (c) Notwithstanding Section 9.03(b), In the circumstances described in connection with any Termination Payment payable by the Trustparagraph (b) above, the Unitholders mayCertificateholders, acting unanimously, deliver may instruct the Trustee in writing to discontinue any sale of Trust Property, provided they also pay to the Trustee the amount of such outstanding (i) any Termination Payment required to be made by the Trust plus (together with, ii) in the case of a Trust Wind-Up an Excess Expense Event, any Extraordinary Trust Expenses in excess of required to be paid by the Maximum Reimbursable Amount payable Trust pursuant to the Trustee) and a written instruction to discontinue sale of the SecuritiesSection 10.05(c). If the Selling Agent receives Promptly upon receiving notice from the Trustee of the exercise by the Unitholders Certificateholders of their rights right under this Section 9.03(cparagraph (c), the Selling Agent shall promptly discontinue sales any sale of the related Securities (but Trust Property; provided that the Selling Agent and the Trustee shall may complete the settlement of any sale already agreed). It is expressly understood and agreed that Securities may be sold in the Selling Agent and the Trustee are authorized to, and may, sell Trust Property during the time necessary for the Unitholders Certificateholders to be notified of and act upon their rights right under this Section 9.03(cparagraph (c). (d) Subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the any obligation of the Trust to pay Extraordinary Trust ExpensesExpenses pursuant to Section 10.05(c), and as provided in the Terms Schedule, the Securities or Affected Securities each Certificateholder shall be made available by entitled to receive a pro rata portion of the Trustee to the Holders upon the occurrence of a Trust Wind-up Event or Liquidation Event, respectively, after expiration net proceeds of any sale period referred of Trust Property pursuant to in Section 9.03(b)paragraph (b) above, and upon surrender, or delivery of security or indemnity acceptable to the Trustee, by each Holder such holder of its Units Certificates at the Corporate Trust Office specified pursuant referred to in paragraph (a) of this Section 9.03. Upon receipt by the Trustee of (i) appropriate transfer instructions in writing from a Holder with respect to the Securities and (ii) such Holder' Units (or acceptable security or indemnity), the Trustee shall promptly deliver Securities to such Holder in an aggregate principal amount equal to the aggregate Unit Principal Balance of such Holder' Units in accordance with such transfer instructions by (A) physical delivery or (B) if applicable, causing the book-entry depositary for such Securities to credit such Securities to an account of such Holder with such depositary or an account of a designated participant in such depositary, provided that such book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositary. Any Transfer made in accordance with this paragraph shall satisfy all obligations of the Trust with respect to the Unitholdersabove. (e) Unless otherwise provided in the Terms Schedule, and notwithstanding any other provision of this Agreement (and as specified in the Swap Agreement), in connection with early termination of a Swap Agreement or one or more Transactions thereunder, other than as a result of Security Default, the claim of the Swap Counterparty against the Securities (or proceeds thereof arising from sale thereof) and any other Trust Property will be limited to a claim pro rata with that of the Unitholders according to the amount of the Termination Payment otherwise payable to the Swap Counterparty and the Unitholders' aggregate Unit Principal Balance plus accrued interest. (f) The only distributions from the Trustee to which the Holders shall be Certificateholders are entitled are, subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the any obligation of the Trust to pay Extraordinary Trust ExpensesExpenses pursuant to Section 10.05(c), payments on the Securities (including any payments in connection with any exchange of, substitution or tender for, or consent solicitation relating to, any Securities), amounts, if any, any and all amounts recovered under the Swap Agreement (including Termination Payments, if any, and amounts collected pursuant to Section 2(e) and Section 11 of the or any Swap Agreement) or Guarantee, received by the Trustee after the occurrence of the relevant Trust Wind-Up Event, Event and any other remaining Trust Property, if any, which in each case . Such amounts shall be distributed by the Trustee shall distribute pro rata to the Unitholders Certificateholders in the manner provided pursuant to accordance with Section 4.01 upon satisfaction of the conditions for transfer of Securities referred to in paragraph (b) of this Sectionabove. (gf) Except for the obligation to provide reports and other information required to be provided to Holders Certificateholders under the Trust Agreement, the obligations of the Trustee and the Depositor will shall terminate upon the distribution to Unitholders Certificateholders of all amounts required to be distributed to them and the disposition of all Securities held by the Trustee, and such distribution shall constitute full satisfaction of all of the interests of the Unitholders under this Trust AgreementCertificateholders in respect of the Trust. (hg) In the event that the Selling Agent resigns or declines to sell specific any Securities, the Trustee shall proceed under in accordance with Section 10.02(a)(x). (ih) The Selling Agent is an agent of the Trustee only and shall have no fiduciary or other duties to the UnitholdersCertificateholders, nor shall the Selling Agent have any liability to the Trust in the absence of the Selling Agent's bad faith or willful default. The Selling Agent shall be permitted to sell Securities to Affiliates of the Selling Agentits Affiliates. The Selling Agent may (in addition to declining to sell specific Securities as provided in Section 9.03(b)) resign at any time by oral or written notice to the Trustee, such resignation to take effect immediately upon notice. Except as provided in the first sentence of this Section 9.03(iparagraph (h), each of the protections, releases, indemnities and other terms applicable to the Trustee under Section Sections 10.01, 10.02, 10.03 and 10.05 shall apply apply, mutatis mutandis, to the Selling Agent in connection with its actions as Selling Agent for the Trust. (j) Subject to Section 9.03(b) and Section 9.03(e), the Trustee agrees that upon any failure of the Trust to make any payment when due under the Swap Agreement, the Swap Counterparty shall have the right to take all action and to pursue all remedies with respect to such property that a secured party is permitted to take with respect to collateral under the UCC, including the right to require the Trustee promptly to sell all or any portion of the Securities in the open market or, if the Swap Counterparty elects, to sell the Securities to the Swap Counterparty for its fair value as determined in good faith by the Swap Counterparty. In either case, the proceeds of sale shall be applied to any amounts owed to the Swap Counterparty. The Trustee further agrees to take any actions necessary to facilitate the perfection of the aforementioned security interest of the Swap Counterparty in the property of the Trust as the Swap Counterparty may reasonably request. (ki) No Unitholder Certificateholder shall have any liability as a seller of the Trust Property in connection with any sale of Trust Property by the Trustee or the Selling Agent.

Trust Property Made Available. (a) Subject to Section 9.04, as promptly as possible after the occurrence of a Trust Wind-up Event or Liquidation Event, and in any case within three Business Days following such occurrence, the Trustee shall provide notice to the Unitholders Holders and the Rating Agencies of the occurrence of a Trust Wind-up Event or Liquidation Event, the termination of the Swap Agreement or the particular Affected Transaction(s) thereunder, the amount of any related Termination Payment and a notice of the rights of the Unitholders Holders under Section 9.03(c). In the case of a Trust Wind-Up Event, subject to Section 9.01, the Trustee shall also provide notice to the Unitholders Holders and the Rating Agencies of the termination of the Trust and that Holders should surrender their Units Certificates to the Trustee, or deliver security or indemnity acceptable to the Trustee, for their respective pro rata distributions of the Underlying Securities and any other remaining Trust Property, if any. Such notice to the Unitholders Holders and the Rating Agencies shall also specify (i) the cause of the Trust Wind-up Event, (ii) the location and hours of the Corporate Trust Office at which Units Certificates should be presented and surrendered and (iii) that each Holder must supply transfer instructions in writing with respect to the Underlying Securities and/or other Trust Property to be distributed in cash or in kind. (b) Immediately upon receipt of notice from the Swap Counterparty that the Trust will be obligated to pay a Termination Payment or upon other notice from the Trustee that the Trust is required to sell Underlying Securities, the Selling Agent shall undertake to sell Underlying Securities on behalf of the Trust, unless and until the Selling Agent receives notice from the Trustee of an exercise by the Unitholders Holders of their rights under Section 9.03(c); provided, however, that the Selling Agent may elect not to act as Selling Agent with respect to some or all of the Underlying Securities by written notice to that effect to the Trustee. The timing, price and other terms of any sale conducted by the Selling Agent shall be determined by the Selling Agent in its sole discretion, but all such sales shall be completed within 30 days or such longer period of time as may be reasonable with respect to particular Underlying Securities. In the case of a Liquidation Event, sales under this provision shall be limited to the Affected Underlying Securities except where the proceeds from the Affected Underlying Securities are insufficient to make payment of the Termination Payment. (c) Notwithstanding Section 9.03(b), in connection with any Termination Payment payable by the Trust, the Unitholders Holders may, acting unanimously, deliver to the Trustee the amount of such outstanding Termination Payment (together with, in the case of a Trust Wind-Up Event, any Extraordinary Trust Expenses in excess of the Maximum Reimbursable Amount payable to the Trustee) and a written instruction to discontinue sale of the Underlying Securities. If the Selling Agent receives notice from the Trustee of the exercise by the Unitholders Holders of their rights under this Section 9.03(c), the Selling Agent shall promptly discontinue sales of the related Underlying Securities (but the Selling Agent and the Trustee shall complete the settlement of any sale already agreed). It is expressly understood and agreed that Underlying Securities may be sold in the time necessary for the Unitholders Holders to be notified of and act upon their rights under this Section 9.03(c). (d) Subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, and as provided in the Terms Schedule, the Underlying Securities or Affected Underlying Securities shall be made available by the Trustee to the Holders upon the occurrence of a Trust Wind-up Event or Liquidation Event, respectively, after expiration of any sale period referred to in Section 9.03(b), and upon surrender, or delivery of security or indemnity acceptable to the Trustee, by each Holder of its Units Certificates at the Corporate Trust Office specified pursuant to paragraph (a) of this Section 9.03. Upon receipt by the Trustee of (i) appropriate transfer instructions in writing from a Holder with respect to the Underlying Securities and (ii) such Holder' Units 's Certificates (or acceptable security or indemnity), the Trustee shall promptly deliver Underlying Securities to such Holder in an aggregate principal amount equal to the aggregate Unit Certificate Principal Balance of such Holder' Units 's Certificates in accordance with such transfer instructions by (A) physical delivery or (B) if applicable, causing the book-entry depositary for such Underlying Securities to credit such Underlying Securities to an account of such Holder with such depositary or an account of a designated participant in such depositary, provided that such book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the Depositary. Any Transfer made in accordance with this paragraph shall satisfy all obligations of the Trust with respect to the UnitholdersHolders. (e) Unless otherwise provided in the Terms Schedule, and notwithstanding any other provision of this Agreement (and as specified in the Swap Agreement), in connection with early termination of a Swap Agreement or one or more Transactions thereunder, other than as a result of Underlying Security Default, the claim of the Swap Counterparty against the Underlying Securities (or proceeds thereof arising from sale thereof) and any other Trust Property will be limited to a claim pro rata with that of the Unitholders Holders according to the amount of the Termination Payment otherwise payable to the Swap Counterparty and the UnitholdersHolders' aggregate Unit Certificate Principal Balance plus accrued interest. (f) The only distributions from the Trustee to which the Holders shall be entitled are, subject to the security interest in all of the Trust Property granted in favor of the Swap Counterparty pursuant to the Swap Agreement and the obligation of the Trust to pay Extraordinary Trust Expenses, payments on the Underlying Securities, amounts, if any, recovered under the Swap Agreement (including Termination Payments, if any, and amounts collected pursuant to Section 2(e) and Section 11 of the Swap Agreement) or Swap Guarantee, received by the Trustee after the occurrence of the Trust Wind-Up Event, and any other remaining Trust Property, if any, which in each case the Trustee shall distribute pro rata to the Unitholders Holders in the manner provided pursuant to Section 4.01 upon satisfaction of the conditions for transfer of Underlying Securities referred to in paragraph (b) of this Section. (g) Except for reports and other information required to be provided to Holders under the Trust Agreement, the obligations the Trustee and the Depositor will terminate upon the distribution to Unitholders Holders of all amounts required to be distributed to them and the disposition of all Underlying Securities held by the Trustee, and such distribution shall constitute full satisfaction of all of the interests of the Unitholders Holders under this Trust Agreement. (h) In the event that the Selling Agent resigns or declines to sell specific Underlying Securities, the Trustee shall proceed under Section 10.02(a)(x). (i) The Selling Agent is an agent of the Trustee only and shall have no fiduciary or other duties to the UnitholdersHolders, nor shall the Selling Agent have any liability to the Trust in the absence of the Selling Agent's bad faith or willful default. The Selling Agent shall be permitted to sell Underlying Securities to Affiliates of the Selling Agent. The Selling Agent may (in addition to declining to sell specific Underlying Securities as provided in Section 9.03(b)) resign at any time by oral or written notice to the Trustee, such resignation to take effect immediately upon notice. Except as provided in the first sentence of this Section 9.03(i), each of the protections, releases, indemnities and other terms applicable to the Trustee under Section 10.01, 10.02, 10.03 and 10.05 shall apply to the Selling Agent in connection with its actions as Selling Agent for the Trust. (j) Subject to Section 9.03(b) and Section 9.03(e), the Trustee agrees that upon any failure of the Trust to make any payment when due under the Swap Agreement, the Swap Counterparty shall have the right to take all action and to pursue all remedies with respect to such property that a secured party is permitted to take with respect to collateral under the UCC, including the right to require the Trustee promptly to sell all or any portion of the Underlying Securities in the open market or, if the Swap Counterparty elects, to sell the Underlying Securities to the Swap Counterparty for its fair value as determined in good faith by the Swap Counterparty. In either case, the proceeds of sale shall be applied to any amounts owed to the Swap Counterparty. The Trustee further agrees to take any actions necessary to facilitate the perfection of the aforementioned security interest of the Swap Counterparty in the property of the Trust as the Swap Counterparty may reasonably request. (k) No Unitholder Holder shall have any liability as a seller of the Trust Property in connection with any sale of Trust Property by the Trustee or the Selling Agent.