TRUST AGREEMENTTrust Agreement • January 12th, 2006 • MS Structured Tiles Series 2005-1 • Asset-backed securities • New York
TRUST AGREEMENT, between MS Structured Asset Corp. (the “Depositor”) and LaSalle Bank National Association (the “Trustee”), made as of the date set forth in Schedule I attached hereto, which Schedule together with Schedules II and III attached hereto, are made a part hereof and are hereinafter referred to collectively as the “Terms Schedule”. The terms of the Standard Terms for Trust Agreements, dated March 5, 2003 (the “Standard Terms”) are, except to the extent otherwise expressly stated herein, hereby incorporated by reference herein in their entirety with the same force and effect as though set forth herein. Capitalized terms used herein and not defined shall have the meanings defined in the Standard Terms. References to “herein”, “hereunder”, “this Trust Agreement” and the like shall include the Terms Schedule attached hereto and the Standard Terms so incorporated by reference.
INSTRUMENT OF APPOINTMENT AND ACCEPTANCEMS Structured Tiles Series 2005-1 • December 28th, 2011 • Asset-backed securities
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY10036-8293MS Structured Tiles Series 2005-1 • December 29th, 2011 • Asset-backed securities
In consideration of TILES TRUST NO. 2005-1 (hereinafter “Counterparty”) having entered into or entering into that certain ISDA Master Agreement dated as of January 6, 2006 with Morgan Stanley Capital Services LLC (hereinafter “Obligor”) (such ISDA Master Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the “Agreement”), Morgan Stanley, a Delaware corporation (hereinafter “Guarantor”), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by Obligor under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with, and subject to, the terms of the Agreement and giving effect to any applicable grace period. Upon failure of Obligor punctually to pay any such amounts, and upon written demand by Counterparty to Guarantor
