Common use of Unit Account Clause in Contracts

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Unit Account"), held in trust for the benefit of the Unitholders and, subject to any security interest in 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any security interest in 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, (if any) received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities. (iii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance): (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Unit Account"), held in trust for the benefit of the Unitholders andUnitholders, subject to any 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, (if any) , received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities. (iii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance): (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Unit Account"), held in trust for the benefit of the Unitholders and, subject to any security interest in 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any security interest in 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, (if any) received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities. (iii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance):Date: (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "“Unit Account"”), held in trust for the benefit of the Unitholders and, subject to any security interest in 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any security interest in 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, (if any) received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "“securities account" ” within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "“securities intermediary" ” within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "“financial asset" ” within the meaning of Section 8-l02(a)(98‑l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities.; and (iiiii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance):Date: (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Unit Account"), held in trust for the benefit of the Unitholders andUnitholders, subject to any 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Debt Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Debt Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Debt Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Debt Securities; (iv) all Swap Amounts and all other payments, (if any) , received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities. (iii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance): (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Unit Account")) , held in trust for the benefit of the Unitholders andUnitholders, subject to any 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, (if any) , received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities. (iii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance): (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.

Unit Account. (a) The Trustee shall establish and maintain one or more Eligible Accounts (collectively, the "Unit Account"), held in trust for the benefit of the Unitholders and, subject to any security interest in 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. The Trustee, on behalf of the Unitholders, shall possess all right, title and interest in all funds on deposit from time to time in the Unit Account and in all proceeds thereof, subject to any security interest in 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. The Unit Account shall be under the sole dominion and control of the Trustee. The Trustee shall deposit or cause to be deposited in the Unit Account all amounts collected with respect to the Underlying Securities, Swap Agreement and the Guarantee including: (i) all payments received by the Trustee on account of principal of the Underlying Securities; (ii) all payments received by the Trustee on account of interest (if any) on the Underlying Securities; (iii) all payments received by the Trustee on account of premium (if any) on the Underlying Securities; (iv) all Swap Amounts and all other payments, (if any) , received by the Trustee on account of the Swap Agreement; (v) the Unit Principal Balance, if applicable; (vi) all payments received by the Trustee on account of the Guarantee; and (vii) it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges or assumption fees which may be received by the Trustee shall be deposited by the Trustee in the Unit Account and shall not be retained by the Trustee for its own account. If, at any time, a formerly Eligible Account no longer fulfills the definition of Eligible Account, the Trustee shall within five Business Days or by the next Distribution Date, whichever comes earlier, establish a new Unit Account meeting the conditions specified above and transfer any cash and any investments on deposit in the Unit Account to such new Unit Account, and from the date such new Unit Account is established, it shall be the Unit Account. (b) The Trustee shall give notice to the Depositor and the Rating Agencies of the location of each Eligible Account constituting the Unit Account prior to any change thereof. (c) Additional Representations of the Trustee and the Securities Intermediary: (i) The Unit Account is a "securities account" within the meaning of Section 8-501 of the UCC and is held only in the name of the Trust. The Securities Intermediary is acting with respect to the Unit Account in the capacity of a "securities intermediary" within the meaning of Section 8-102(a)(l4) of the UCC. (ii) All Underlying Securities have been (i) delivered to the Securities Intermediary pursuant to the Trust Agreements; (ii) credited to the Unit Account; and (iii) registered in the name of the Securities Intermediary or its nominee, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary. In no case will any Underlying Securities or other financial asset credited to a Unit Account be registered in the name of the Depositor, payable to the order of the Depositor or specially indorsed to the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (iii) The Unit Account is an account to which financial assets are or may be credited, and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise any financial asset credited to the account. (iv) The Securities Intermediary hereby agrees that the Underlying Securities credited to the Unit Account shall be treated as a "financial asset" within the meaning of Section 8-l02(a)(9) of the UCC. (v) If at any time the Securities Intermediary shall receive any order from the Trustee directing the transfer or redemption of any Underlying Securities on deposit in any Unit Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. The Securities Intermediary shall take all instructions (including without limitation all notifications and entitlement orders) with respect to each Unit Account solely from the Trustee. (d) The Securities Intermediary hereby confirms and agrees that: (i) There are no other agreements entered into between the Securities Intermediary and the Depositor with respect to any Unit Account; (ii) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any Unit Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-l02(a)(8) of the UCC) of such other Person; and (iii) It has not entered into, and until the termination of the Trust Agreements will not enter into, any agreement with the Depositor or the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth above (e) The Trustee hereby represents and warrants as follows: (i) The Trustee maintains its books and records with respect to its securities accounts in the State of Illinois; and (ii) The Trustee has not granted any lien on the Underlying Securities nor are the Underlying Securities subject to any lien on properties of the Trustee in its individual capacity; the Trustee has no actual knowledge and has not received actual notice of any lien on the Underlying Securities (other than any liens of the Trustee in favor of the beneficiaries of the Trust Agreements); other than the interests of the Unitholders and the potential interests of the Call Option holders, the books and records of the Trustee do not identify any Person as having an interest in the Underlying Securities. (iii) The Trustee makes no representation as to (i) the validity, legality, sufficiency or enforceability of any of the Underlying Securities or (ii) the collectability, insurability, effectiveness or suitability of any of the Underlying Securities. (f) The Depositor hereby represents and warrants to the Trustee as follows (with respect to the Closing Date and any additional issuance): (i) Immediately prior to the transfer of the Underlying Securities to the applicable Trust, the Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person. (ii) The Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreements. (iii) The Depositor has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in the Underlying Securities (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released), except such interests granted pursuant to the Trust Agreements. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of the Underlying Securities, other than any such filings pursuant to the Trust Agreements. The Depositor is not aware of any judgment or tax lien filings against Depositor.