Common use of Trust Wind-Up Events Clause in Contracts

Trust Wind-Up Events. (a) Unless otherwise provided in the Trust Agreement, if any of the following events (each event, a "Trust Wind-up Event") shall occur: (i) the occurrence of one or more Underlying Security Defaults which results in an Underlying Security Default with respect to all Underlying Securities held by the Trust or with respect to any Underlying Securities specified in the Trust Agreement; (ii) the consummation of any redemption of, tender for, exercise of any call option on, or other similar transactions with respect to all Underlying Securities held by the Trust; (iii) if and as specified in the Trust Agreement, any specified Swap Default or specified Termination Event under a specified Swap Agreement or specified Swap Agreements; (iv) any specified Credit Support default occurs under Credit Support specified in the Trust Agreement; (v) all Underlying Securities held by the Trust become Disqualified Underlying Securities; (vi) if specified in the Trust Agreement, all Transactions becomes Disqualified Transactions or any specified Transactions become Disqualified Transactions; (vii) any Credit Support held by the Trust becomes Disqualified Credit Support and the Trust Agreement specifies that a Trust Wind-Up Event shall occur upon such Credit Support becoming Disqualified Credit Support; (viii) any Excess Expense Event; (ix) the designation of a Special Depositor Wind-Up Event described in Section 9.04; and (x) any other Trust Wind-Up Event set forth in the Trust Agreement. (b) Unless otherwise specified in the Trust Agreement, if more than one Trust Wind-Up Event occurs, only the first such event will be the "Trust Wind-Up Event" for all purposes under the Trust Agreement, each Swap Agreement and any related agreements or other documents.

Trust Wind-Up Events. (a) Unless otherwise provided in the Trust Agreement, if any of the following events (each event, a "“Trust Wind-up Event"”) shall occur: (i) the occurrence of one or more Underlying Security Defaults which results in an Underlying Security Default with respect to all Underlying Securities held by the Trust or with respect to any Underlying Securities specified in the Trust Agreement; (ii) the consummation of any redemption of, tender for, exercise of any call option on, or other similar transactions with respect to all Underlying Securities held by the Trust; (iii) if and as specified in the Trust Agreement, any specified Swap Default or specified Termination Event under a specified Swap Agreement or specified Swap Agreements; (iv) any specified Credit Support default occurs under Credit Support specified in the Trust Agreement; (v) all (A) the Underlying Security Issuer of one or more Concentrated Underlying Securities held becomes a Disqualified Issuer or the Swap Counterparty becomes a Disqualified Swap Counterparty, if at such time the Swap Counterparty is not an affiliate of the Depositor (such event an “Exchange Act Reporting Event”) and (B) either (i) the Trust Agreement specifies that 9.07 and 9.08 shall not apply or (ii) the Depositor is unable after commercially reasonable efforts to effect an Exchange Act Reporting Termination in accordance with Section 9.07 on or prior to the date on which (1) the Depositor has determined in its reasonable, good faith discretion that the Depositor would be required to provide information on the underlying issuer pursuant to Item 1112(b) of Regulation AB or otherwise be in violation of its reporting obligations under the Exchange Act with respect to the Units in the absence of a termination of the Trust (including, without limitation, where the Exchange Act Report Event occurs during the fiscal year of the Trust in which the Units have been issued) and (2) the Depositor has given notice of such determination to the Trustee (such date, including any extended date notified by the Trust become Disqualified Underlying SecuritiesDepositor, the “Latest Exchange Act Reporting Date”); (vi) if specified in the Trust Agreement, all Transactions becomes Disqualified Transactions or any specified Transactions become Disqualified Transactions; (vii) any Credit Support held by the Trust becomes Disqualified Credit Support and the Trust Agreement specifies that a Trust Wind-Up Event shall occur upon such Credit Support becoming Disqualified Credit SupportSupport (provided that unless otherwise specified in the Trust Agreement, Section 9.07 and 9.02(c)(v) above shall apply in relation to such Disqualified Credit Support in the same manner as applicable to a Disqualified Issuer or Disqualified Swap Counterparty); (viiivii) any Excess Expense Event; (ixviii) the designation of a Special Depositor Wind-Up Event described in Section 9.04; and (xix) any other Trust Wind-Up Event set forth in the Trust Agreement. (b) Unless otherwise specified in the Trust Agreement, if more than one Trust Wind-Up Event occurs, only the first such event will be the "“Trust Wind-Up Event" ” for all purposes under the Trust Agreement, each Swap Agreement and any related agreements or other documents.

Trust Wind-Up Events. (a) Unless otherwise provided in the Trust Agreement, if If any of the following events (each event, a "Trust Wind-up Event") shall occur: (ia) any Swap Default arising from any action taken or failure to act, by the Swap Counterparty, if applicable; (b) the occurrence of one or more Underlying Security Defaults which either (1) results in an Underlying Security Default with respect to all Underlying Securities held by the Trust or (2) results in a Termination Event under the Swap Agreement with respect to any Underlying Securities specified in which all Transactions under the Trust AgreementSwap Agreement are Affected Transactions; (iic) any Termination Event under the consummation of any redemption of, tender for, exercise of any call option on, or other similar transactions Swap Agreement with respect to all Underlying Securities held which the Swap Counterparty shall be the sole "Affected Party" (as defined in the Swap Agreement); provided that at the time of such occurrence no Settlement Amount would be payable by the Trust to the Swap Counterparty upon designation of an Early Termination Date by the Trust; (iiid) if and as specified in the Trust Agreement, any specified designation of an Early Termination Date by the Swap Default or specified Termination Event Counterparty under a specified related Swap Agreement or specified (other than with respect to the termination of fewer than all Transactions entered into under the Swap AgreementsAgreement); (ive) any specified Credit Support default occurs under Credit Support specified the designation of a Special Depositor Wind-Up Event described in the Trust AgreementSection 9.06; (vf) all any Excess Expense Event; (g) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, any Trust Administrator Termination Event; (h) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, any Certificate Event of Default; (i) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance (or without any such consent or request if the Underlying Security Issuer declares its intention to cease being a Reporting Issuer or if the Underlying Security Issuer for more than a year fails to file the required reports and other information with the Securities and Exchange Commission or another applicable agency pursuant to Section 12(1) of the Exchange Act), any Underlying Security held by the Trust become becomes a Disqualified Underlying SecuritiesSecurity and (1) the Trust holds no other Underlying Security which is not a Disqualified Underlying Security or (2) the Terms Schedule provides that a Trust Wind-Up Event shall occur upon such Underlying Security becoming a Disqualified Underlying Security; (vij) if specified in with the Trust Agreementconsent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, all Transactions becomes Disqualified Transactions or any specified Transactions become Disqualified Transactions; (vii) any Credit Support held by the Trust becomes Disqualified Credit Support and the Trust Agreement Terms Schedule specifies that a Trust Wind-Up Event shall occur upon such Credit Support becoming Disqualified Credit Support; (viiik) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, any Excess Expense Event; Transaction under the Swap Agreement has become a Disqualified Transaction and (ix1) the designation of Trust is not a Special Depositor party to any other Transaction under the Swap Agreement which is not a Disqualified Transaction and the Terms Schedule does not set forth provisions for substituting a replacement Swap Counterparty, or (2) the Terms Schedule provides that a Trust Wind-Up Event described in Section 9.04shall occur upon such Transaction becoming a Disqualified Transaction; and (xl) any other Trust Wind-Up Event set forth in the Trust Terms Schedule; then the Trustee shall by notice to the Swap Counterparty terminate the Swap Agreement (including all Transactions thereunder) if such notice is applicable under the Swap Agreement. (b) Unless otherwise specified in , and the Trustee shall distribute to each Holder its pro rata share of the Trust Agreement, if more than one Property in accordance with Section 9.03 and the Trust shall terminate. The Trustee shall also provide notice of such Trust Wind-up Event to the Rating Agencies immediately upon discovery or receipt of notice of such Trust Wind-Up Event. Notwithstanding any requirement that a Trust Wind-Up Event occursmay occur only with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, only the first such event will be the "Trust Wind-Up Event" for all purposes under Event may occur without such consent or such request if the Trust Agreement, each Swap Agreement Trustee determines that the proceeds from the Deposited Assets will be sufficient to make payment in full of principal and any related agreements or other documentsinterest on the Certificates.

Trust Wind-Up Events. (a) Unless otherwise provided in the Trust Agreement, if If any of the following events (each event, a "Trust Wind-up Event") shall occur: (ia) any Swap Default arising from any action taken or failure to act, by the Swap Counterparty, if applicable; (b) the occurrence of one or more Underlying Security Defaults which either (1) results in an Underlying Security Default with respect to all Underlying Securities held by the Trust or (2) results in a Termination Event under the Swap Agreement with respect to any Underlying Securities specified in which all Transactions under the Trust AgreementSwap Agreement are Affected Transactions; (iic) any Termination Event under the consummation of any redemption of, tender for, exercise of any call option on, or other similar transactions Swap Agreement with respect to all Underlying Securities held which the Swap Counterparty shall be the sole "Affected Party" (as defined in the Swap Agreement); provided that at the time of such occurrence no Settlement Amount would be payable by the Trust to the Swap Counterparty upon designation of an Early Termination Date by the Trust; (iiid) if and as specified in the Trust Agreement, any specified designation of an Early Termination Date by the Swap Default or specified Termination Event Counterparty under a specified related Swap Agreement or specified (other than with respect to the termination of fewer than all Transactions entered into under the Swap AgreementsAgreement); (ive) any specified Credit Support default occurs under Credit Support specified the designation of a Special Depositor Wind-Up Event described in the Trust AgreementSection 9.06; (vf) all any Excess Expense Event; (g) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, any Trust Administrator Termination Event; (h) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, any Certificate Event of Default; (i) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance (or without any such consent or request if the Underlying Security Issuer declares its intention to cease being a Reporting Issuer or if the Underlying Security Issuer for more than a year fails to file the required reports and other information with the Securities and Exchange Commission or another applicable agency pursuant to Section 12(1) of the Exchange Act), any Underlying Security held by the Trust become becomes a Disqualified Underlying SecuritiesSecurity and (1) the Trust holds no other Underlying Security which is not a Disqualified Underlying Security or (2) the Terms Schedule provides that a Trust Wind-Up Event shall occur upon such Underlying Security becoming a Disqualified Underlying Security; (vij) if specified in with the Trust Agreementconsent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, all Transactions becomes Disqualified Transactions or any specified Transactions become Disqualified Transactions; (vii) any Credit Support held by the Trust becomes Disqualified Credit Support and the Trust Agreement Terms Schedule specifies that a Trust Wind-Up Event shall occur upon such Credit Support becoming Disqualified Credit Support; (viiik) with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, any Excess Expense Event; Transaction under the Swap Agreement has become a Disqualified Transaction and (ix1) the designation of Trust is not a Special Depositor party to any other Transaction under the Swap Agreement which is not a Disqualified Transaction and the Terms Schedule does not set forth provisions for substituting a replacement Swap Counterparty, or (2) the Terms Schedule provides that a Trust Wind-Up Event described in Section 9.04; andshall occur upon such Transaction becoming a Disqualified Transaction;and (xl) any other Trust Wind-Up Event set forth in the Trust Terms Schedule; then the Trustee shall by notice to the Swap Counterparty terminate the Swap Agreement (including all Transactions thereunder) if such notice is applicable under the Swap Agreement. (b) Unless otherwise specified in , and the Trustee shall distribute to each Holder its pro rata share of the Trust Agreement, if more than one Property in accordance with Section 9.03 and the Trust shall terminate. The Trustee shall also provide notice of such Trust Wind-up Event to the Rating Agencies immediately upon discovery or receipt of notice of such Trust Wind-Up Event. Notwithstanding any requirement that a Trust Wind-Up Event occursmay occur only with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance, only the first such event will be the "Trust Wind-Up Event" for all purposes under Event may occur without such consent or such request if the Trust Agreement, each Swap Agreement Trustee determines that the proceeds from the Deposited Assets will be sufficient to make payment in full of principal and any related agreements or other documentsinterest on the Certificates.

Trust Wind-Up Events. (a) Unless otherwise provided in the Trust Agreement, if If any of the following events (each event, a "Trust Wind-up Event") shall occur: (ia) any Swap Default arising from any action taken or failure to act, by the Swap Counterparty, if applicable; (b) the occurrence of one or more Underlying Security Defaults which either (i) results in an Underlying Security Default with respect to all Underlying Securities held by the Trust or (ii) results in a Termination Event under the Swap Agreement with respect to any Underlying Securities specified in which all Transactions under the Trust AgreementSwap Agreement are Affected Transactions; (iic) any Termination Event under the consummation of any redemption of, tender for, exercise of any call option on, or other similar transactions Swap Agreement with respect to all Underlying Securities held which the Swap Counterparty shall be the sole "Affected Party" (as defined in the Swap Agreement); provided that at the time of such occurrence no Settlement Amount would be payable by the Trust to the Swap Counterparty upon designation of an Early Termination Date by the Trust; (iiid) if any Transaction under the Swap Agreement has become a Disqualified Transaction and as specified in (i) the Trust Agreement, is not a party to any specified Swap Default or specified Termination Event other Transaction under a specified the Swap Agreement which is not a Disqualified Transaction and the Terms Schedule does not set forth provisions for substituting a replacement Swap Counterparty, or specified Swap Agreements(ii) the Terms Schedule provides that a Trust Wind-Up Event shall occur upon such Transaction becoming a Disqualified Transaction; (ive) any specified Credit Support default occurs the designation of an Early Termination Date by the Swap Counterparty under Credit Support specified in a related Swap Agreement (other than with respect to the Trust termination of fewer than all Transactions entered into under the Swap Agreement); (vf) all the designation of a Special Depositor Wind-Up Event described in Section 9.06; (g) any Underlying Securities Security held by the Trust become becomes a Disqualified Underlying SecuritiesSecurity and (i) the Trust holds no other Underlying Security which is not a Disqualified Underlying Security or (ii) the Terms Schedule provides that a Trust Wind-Up Event shall occur upon such Underlying Security becoming a Disqualified Underlying Security; (vi) if specified in the Trust Agreement, all Transactions becomes Disqualified Transactions or any specified Transactions become Disqualified Transactions; (viih) any Credit Support held by the Trust becomes Disqualified Credit Support and the Trust Agreement Terms Schedule specifies that a Trust Wind-Up Event shall occur upon such Credit Support becoming Disqualified Credit Support; (viiii) any Excess Expense Event; (ixj) the designation any Trust Administrator Termination Event; (k) any Certificate Event of a Special Depositor Wind-Up Event described in Section 9.04Default; and (xl) any other Trust Wind-Up Event set forth in the Trust Terms Schedule; then the Trustee shall by notice to the Swap Counterparty terminate the Swap Agreement (including all Transactions thereunder) if such notice is applicable under the Swap Agreement. (b) Unless otherwise specified in , and the Trustee shall distribute to each Holder its pro rata share of the Trust Agreement, if more than one Property in accordance with Section 9.03 and the Trust shall terminate. The Trustee shall also provide notice of such Trust Wind-Up up Event occurs, only to the first Rating Agencies immediately upon discovery or receipt of notice of such event will be the "Trust Wind-Up Event" for all purposes under the Trust Agreement, each Swap Agreement and any related agreements or other documents.