EXHIBIT 4.1
____________________________________________________________________________________________________________________________________
BASE TRUST AGREEMENT
between
SYNTHETIC FIXED-INCOME SECURITIES, INC.
Trustor
and
U.S. BANK TRUST NATIONAL ASSOCIATION
Trustee
Dated as of [_______, 20__]
____________________________________________________________________________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND ASSUMPTIONS
Section 1.1 Definitions...................................................................................1
Section 1.2 Rules of Construction.........................................................................15
ARTICLE II
DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES
Section 2.1 Creation and Declaration of Trusts; Assignment of Underlying Securities.......................16
Section 2.2 Acceptance by Trustee.........................................................................17
Section 2.3 Repurchase or Substitution of Certain Underlying Securities by the Underlying Security
Provider......................................................................................17
Section 2.4 Representations and Warranties of the Trustor and Representations, Warranties and
Covenants of the Administrative Agent.........................................................19
Section 2.5 Breach of Representation, Warranty or Covenant................................................20
Section 2.6 Agreement to Authenticate and Deliver Certificates............................................20
Section 2.7 Statement of Intent...........................................................................20
ARTICLE III
ADMINISTRATION OF EACH TRUST
Section 3.1 Administration of each Trust..................................................................21
Section 3.2 Sub-Administration Agreements Between Administrative Agent or Trustee and Sub-Administrative
Agents........................................................................................22
Section 3.3 Successor Sub-Administrative Agents...........................................................22
Section 3.4 Liability of the Administrative Agent.........................................................22
Section 3.5 No Contractual Relationship Between Certain Sub-Administrative Agents and Trustee or
Certificateholders............................................................................23
Section 3.6 Assumption or Termination of Sub-Administration Agreements by Trustee.........................23
Section 3.7 Collection of Certain Underlying Security Payments............................................24
Section 3.8 Collections by Sub-Administrative Agent.......................................................24
Section 3.9 Certificate Account...........................................................................24
Section 3.10 Investment of Funds in the Accounts...........................................................25
Section 3.11 Maintenance of Credit Support.................................................................26
-i-
Section 3.12 Realization Upon Defaulted Underlying Securities..............................................27
Section 3.13 Retained Interest.............................................................................28
Section 3.14 Administrative Agent's Compensation and Reimbursement.........................................29
Section 3.15 Statement as to Compliance....................................................................29
Section 3.16 Attestation by Independent Public Accountants.................................................31
Section 3.17 Access to Certain Documentation...............................................................34
Section 3.18 Duties of the Administrative Agent............................................................34
Section 3.19 Trustor to Furnish Names and Addresses of Holders to Trustee..................................34
Section 3.20 Preservation of Information, Communications to Holders........................................34
Section 3.21 Reports by Trustee............................................................................35
ARTICLE IV
DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS
Section 4.1 Distributions.................................................................................35
Section 4.2 Reports to Certificateholders.................................................................35
Section 4.3 Advances......................................................................................37
Section 4.4 Compliance with Withholding Requirements......................................................38
Section 4.5 Optional Exchange.............................................................................38
ARTICLE V
THE CERTIFICATES
Section 5.1 The Certificates..............................................................................40
Section 5.2 Execution, Authentication and Delivery........................................................45
Section 5.3 Temporary Certificates........................................................................46
Section 5.4 Registration; Registration of Transfer and Exchange...........................................46
Section 5.5 Mutilated, Destroyed, Lost and Stolen Certificates............................................49
Section 5.6 Distribution of Interest; Interest Rights Preserved...........................................49
Section 5.7 Persons Deemed Owners.........................................................................50
Section 5.8 Cancellation..................................................................................51
Section 5.9 Global Securities.............................................................................51
Section 5.10 Notices to Depositary.........................................................................52
Section 5.11 Definitive Certificates.......................................................................52
Section 5.12 Currency of Distributions in Respect of Certificates..........................................52
Section 5.13 Conditions of Authentication and Delivery of New Series.......................................53
Section 5.14 Appointment of Paying Agent...................................................................54
Section 5.15 Authenticating Agent..........................................................................55
Section 5.16 Events of Default.............................................................................56
Section 5.17 Control by Holders............................................................................56
Section 5.18 Waiver of Past Defaults.......................................................................56
-ii-
ARTICLE VI
THE TRUSTOR AND THE ADMINISTRATIVE AGENT
Section 6.1 Preparation and Filing of Exchange Act Reports; Obligations of the Trustor and the
Administrative Agent..........................................................................57
Section 6.2 Merger or Consolidation of the Trustor or the Administrative Agent............................61
Section 6.3 Limitation on Liability of the Trustor and the Administrative Agent...........................61
Section 6.4 Limitation on Resignation of the Administrative Agent.........................................62
Section 6.5 Rights of the Trustor in Respect of the Administrative Agent..................................62
Section 6.6 Trustor May Purchase Certificates.............................................................63
Section 6.7 The Administrative Agent and Other Parties....................................................63
Section 6.8 Preferential Collection of Claims Against Trustor.............................................63
ARTICLE VII
ADMINISTRATIVE AGENT TERMINATION EVENTS
Section 7.1 Administrative Agent Termination Events.......................................................63
Section 7.2 Trustee to Act; Appointment of Successor......................................................65
Section 7.3 Notification to Certificateholders............................................................66
Section 7.4 Waiver of Administrative Agent Termination Events.............................................66
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.1 Duties of Trustee; Notice of Defaults.........................................................67
Section 8.2 Certain Matters Affecting the Trustee.........................................................69
Section 8.3 Trustee Not Liable for Recitals in Certificates or Underlying Securities......................71
Section 8.4 Trustee May Own Certificates..................................................................71
Section 8.5 Trustee's Fees and Expenses; Indemnification; Undertaking for Costs...........................71
Section 8.6 Eligibility Requirements for Trustee..........................................................72
Section 8.7 Resignation or Removal of the Trustee.........................................................72
Section 8.8 Successor Trustee.............................................................................73
Section 8.9 Merger or Consolidation of Trustee............................................................73
Section 8.10 Appointment of Co-Trustee or Separate Trustee.................................................74
Section 8.11 Appointment of Office or Agency...............................................................75
Section 8.12 Representations and Warranties of Trustee.....................................................75
Section 8.13 Trustee to Act Only in Accordance With This Agreement or Pursuant to Instructions of
Certificateholders............................................................................75
Section 8.14 Accounting and Reports to Certificateholders, Internal Revenue Service and Others.............75
Section 8.15 Signature on Returns..........................................................................76
Section 8.16 Grantor Trust Status..........................................................................76
-iii-
ARTICLE IX
TERMINATION
Section 9.1 Termination upon Purchase or Liquidation of All Underlying Securities.........................76
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1 Amendment.....................................................................................77
Section 10.2 Counterparts..................................................................................79
Section 10.3 Limitation on Rights of Certificateholders....................................................79
Section 10.4 Governing Law.................................................................................80
Section 10.5 Notices.......................................................................................80
Section 10.6 Severability of Provisions....................................................................80
Section 10.7 Notice to Rating Agency.......................................................................80
Section 10.8 Grant of Security Interest....................................................................81
Section 10.9 Nonpetition Covenant..........................................................................82
Section 10.10 No Recourse...................................................................................82
Section 10.11 Article and Section References................................................................82
Section 10.12 Conflict with Trust Indenture Act.............................................................82
Exhibit A - Servicing Criteria to be Addressed in Assessment of Compliance
-iv-
RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
ACT OF 1939 AND AGREEMENT PROVISIONS*
Trust Indenture Agreement
Act Section Section
___________________________________________________________________________________________________________
310(a)(1)................................................................ 8.6(a)
(a)(2)................................................................... 8.6(a)
(a)(3)................................................................... 8.10
(a)(4)................................................................... 8.1(d)
(a)(5)................................................................... 8.6(a)
(b)...................................................................... 8.6(b), 8.7
(c)...................................................................... Not Applicable
311(a)................................................................... 6.8
(b)...................................................................... 6.8
312(a)................................................................... 3.19, 3.20(a)
(b)...................................................................... 3.20(b)
(c)...................................................................... 3.20(c)
313(a)................................................................... 3.21
(b)...................................................................... 3.21
(c)...................................................................... 3.21
(d)...................................................................... 3.21
314(a)................................................................... 6.1(a), 6.1(b)
(b)...................................................................... 6.1(c), 6.1(d)
(c)(1)................................................................... 6.1(f)
(c)(2)................................................................... 6.1(f)
(c)(3)................................................................... 6.1(f)
(d)(1)................................................................... 6.1(e)
(d)(2)................................................................... 6.1(e)
(d)(3)................................................................... Not Applicable
(e)...................................................................... 6.1(f)
315(a)................................................................... 8.1(c)
(b)...................................................................... 8.1(f)
(c)...................................................................... 8.1(a)
(d)...................................................................... 8.1(c)
(d)(1)................................................................... 8.1(c)
(d)(2)................................................................... 8.1(c)
(d)(3)................................................................... 8.1(c)
(e)...................................................................... 8.5(c)
316(a)(1)(A)............................................................. 5.17
316(a)(1)(B)............................................................. 5.18
316(a)(2)................................................................ Not Applicable
316(b)................................................................... 5.6(f), 4.1
316(c)................................................................... 5.7
_________________________________
*This reconciliation and tie shall not, for any purpose, be deemed to be part of the within agreement.
-v-
Trust Indenture Agreement
Act Section Section
___________________________________________________________________________________________________________
317(a)................................................................... 3.12
317(b)................................................................... 5.14
318(a)................................................................... 10.12
-vi-
TRUST AGREEMENT, dated as of [_________ __, 20__] between SYNTHETIC FIXED-INCOME SECURITIES, INC., a Delaware
corporation, as Trustor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Trustee.
PRELIMINARY STATEMENT
The Trustor and the Trustee have duly authorized the execution and delivery of this Trust Agreement to provide for
one or more Series (and one or more Classes within each such Series) of Trust Certificates, issuable from time to time as provided in
this Agreement. Each such Series (or each Class within such Series) of Certificates will be issued only under a separate Series
Supplement to this Agreement duly executed and delivered by the Trustor, the Administrative Agent, if any, specified in the
applicable Series Supplement, and the Trustee. All representations, covenants and agreements made herein by each of the Trustor, the
Administrative Agent, if any, and the Trustee are for the benefit and security of the Certificateholders and, to the extent provided
in the applicable Series Supplement, for the benefit and security of any Credit Support Provider. The Trustor is entering into this
Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.
ARTICLE I
DEFINITIONS AND ASSUMPTIONS
Section 1.1 Definitions. Except as otherwise specified herein or in the applicable Series Supplement or as
the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this
Agreement.
"Account": As defined in Section 3.10.
"Accounting Date": With respect to any Series, if applicable, as defined in the related Series Supplement.
"Administrative Agent": With respect to any Series of Certificates, the Person, if any, specified in the applicable
Series Supplement for such Series (which Person shall have agreed pursuant to such Series Supplement to assume all the duties,
obligations, responsibilities and liabilities of the Administrative Agent as set forth in this Agreement and such Series Supplement
with respect to such Series), until a successor Person shall have become the Administrative Agent pursuant to the applicable
provisions of this Agreement and such Series Supplement, and thereafter "Administrative Agent" shall mean such successor Person.
"Accreted Amount": With respect to each Series, if applicable, as defined in the related Series Supplement.
"Additional Servicer": Any Servicing Participant engaged by the Trustee or the Administrative Agent in connection
with this Agreement or the applicable Series Supplement.
-1-
"Administrative Agent": With respect to each Series, if applicable, as defined in the related Series Supplement.
"Administrative Agent Termination Event": As defined in Section 7.1.
"Administrative Fee": With respect to each Series, if applicable, as defined in the related Series Supplement.
"Advance": As defined in Section 4.3.
"Affiliate": With respect to any specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control,"
when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement": With respect to any Series of Certificates, this Trust Agreement and all amendments hereof and, unless
the context otherwise requires, the related Series Supplement.
"Authenticating Agent": As defined in Section 5.15.
"Authorized Newspaper": A newspaper in an official language of the country of publication customarily published at
least once a day, and customarily published for at least five days in each calendar week, and of general circulation in such city or
cities specified pursuant to Section 5.1 with respect to the Certificates of any Series. Where successive publications are required
to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day in such city.
"Available Funds": Unless otherwise specified in the applicable Series Supplement, for any Distribution Date in
respect of a given Series or Class, the sum of (i) all amounts actually received on or with respect to the Underlying Securities
(including Liquidation Proceeds and investment income on amounts in the Accounts) with respect to such Series during the related
Collection Period, (ii) all amounts received pursuant to any Credit Support Instruments with respect to such Series for such
Distribution Date and (iii) all other amounts, if any, specified by the applicable Series Supplement.
"Basic Documents": With respect to any Series, if applicable, as defined in the related Series Supplement.
"Board of Directors": Either the Board of Directors of the Trustor or any executive or committee of such Board duly
authorized under applicable law to act on behalf of such Board.
-2-
"Board Resolution": A copy of a resolution certified by the Secretary or an Assistant Secretary of the Trustor to
have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivery to
the Trustee.
"Business Day": With respect to any Series (or Class within such Series) of Certificates, as defined in the related
Series Supplement.
"Calculation Agent": With respect to each Series, as defined in the related Series Supplement.
"Call Premium Percentage": With respect to any Series (or Class within such Series), if applicable, as defined in
the related Series Supplement.
"Certificate Account": As defined in Section 3.9.
"Certificate Owners": As defined in Section 5.9.
"Certificate Register" and "Certificate Registrar": As respectively defined in Section 5.4.
"Certificateholder": Any Holder of a Certificate.
"Certificates": Any Trust Certificates authorized by, and authenticated and delivered under, this Agreement.
"Class": With respect to any Series, any one of the classes of Certificates of such Series, each consisting of
Certificates having identical terms.
"Closing Date": With respect to any Series, the day on which Certificates of such Series are first executed,
authenticated and delivered.
"Code": The Internal Revenue Code of 1986 and Treasury Regulations promulgated thereunder.
"Collection Period": With respect to any Distribution Date for a Series (or Class within such Series), the period
specified in the related Series Supplement.
"Commission": The Securities and Exchange Commission, as from time to time constituted, created under the Exchange
Act or, if at any time after the execution and delivery of this Agreement such Commission is not existing and performing the duties
now assigned to it, then the body then performing such duties.
"Corporate Trust Office": The principal corporate trust office of the Trustee located at the address set forth in
the related Series Supplement or such other addresses as the Trustee may designate from time to time by notice to the Holders, the
Administrative Agent, if any, and the Trustor, or the principal corporate trust office of any successor Trustee (or such other
addresses as a successor Trustee may designate from time to time by notice to the Holders, the Administrative Agent, if any, and the
Trustor).
-3-
"Credit Support": With respect to any Series (or any Class within such Series), a letter of credit, surety bond,
swap agreement, put or call option or other asset intended to support or ensure the timely or ultimate distributions of amounts due
in respect of all or certain of the Underlying Securities for such Series or Class, which in each case is specified as such in the
related Series Supplement.
"Credit Support Instrument": The instrument or document pursuant to which the Credit Support for a given Series (or
any Class within such Series) is provided, as specified in the applicable Series Supplement.
"Credit Support Provider": With respect to any Series (or any Class within such Series), the Person, if any, that
will provide any Credit Support with respect to all or a portion of the Underlying Securities for such Series or Class as specified
in the applicable Series Supplement.
"Currency": Dollars or Foreign Currency.
"Cut-off Date": With respect to any Series, the date specified as such in the related Series Supplement. For
purposes of this Agreement, any Underlying Security acquired by the Trustor after the applicable Cut-off Date but prior to the
applicable Closing Date and included in the related Trust as of such Closing Date shall be deemed to have been Outstanding as of such
Cut-off Date and references to the principal balance of such Underlying Security as of such Cut-off Date shall be deemed to be to the
principal balance of such Underlying Security as of the date on which it was acquired by the Trustor.
"Definitive Certificates": As defined in Section 5.9.
"Deleted Underlying Security": An Underlying Security replaced or to be replaced by a Qualified Substitute
Underlying Security.
"Depositary": With respect to the Certificates of any Series (or Class within such Series) issuable in whole or in
part in the form of one or more Global Securities, the Person designated as Depositary by the Trustor pursuant to Section 5.1 until a
successor Depositary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter "Depositary"
shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Certificates of any such Series or Class shall mean the Depositary with respect to the
Certificates of that Series or Class.
"Depository Agreement": If applicable, the agreement pursuant to which the Depositary will agree to act as
Depositary with respect to any Series (or Class within such Series) of Certificates in accordance with Section 5.9.
"Discount Certificate": Any Certificate that is issued with "original issue discount" within the meaning of
Section 1273(a) of the Code and any other Certificate designated by the Trustor as issued with original issue discount for United
States federal income tax purposes.
-4-
"Distribution Date": With respect to any Series (or Class within such Series) of Certificates, each date specified
as a "Distribution Date" for such Series (or Class) in the related Series Supplement.
"Dollar" or "$" or "USD": Such currency of the United States as at the time of payment is legal tender for the
payment of public and private debts.
"Eligible Account": Either (i) an account or accounts maintained with a federal or state chartered depository
institution or trust company the long term unsecured debt obligations of which are rated by the Rating Agency the higher of (x) at
least the then current long-term rating of the Underlying Securities or (y) in one of its two highest long-term rating categories
(unless otherwise specified in the Series Supplement) at the time any amounts are held in deposit therein or (ii) a trust account or
accounts maintained as a segregated account or as segregated accounts and held by a federal or state chartered depository
institution, national banking association or trust company in trust for the benefit of the Certificateholders provided, however, that
such depositary institution, national banking association or trust company (or its parent) has a long-term rating in one of the four
highest categories by the Rating Agency.
"Event of Default": With respect to any Series (or Class within such Series) of Certificates, as specified in the
related Series Supplement.
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Exchange Rate Agent": With respect to any Series (or Class within such Series) of Certificates, if applicable, the
Trustor or its agent so specified in the related Series Supplement.
"Executive Officer": With respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, President, any Vice President, the Secretary or the Treasurer of such corporation; with respect to any
partnership, any general partner xxxxxxx.
"Extraordinary Trust Expense": With respect to any Series, as specified in the related Series Supplement.
"Final Scheduled Distribution Date": With respect to each Series, as defined in the Series Supplement.
"Fixed Pass Through Rate": With respect to any Fixed Rate Certificate, as defined in the related Series Supplement.
"Fixed Rate Certificate": A Certificate that provides for a payment of interest at a Fixed Pass Through Rate.
"Floating Pass Through Rate": With respect to any Floating Rate Certificate, as defined in the related Series
Supplement.
-5-
"Floating Rate Certificate": A Certificate that provides for the payment of interest at a Floating Pass Through
Rate determined periodically by reference to a formula specified pursuant to Section 5.1 and the related Series Supplement.
"Foreign Currency": A currency issued by the government of any country other than the United States or a composite
currency the value of which is determined by reference to the values of the currencies of any group of countries.
"Global Security": A Certificate evidencing all or part of a Series (or Class within such Series) of Certificates,
issued to the Depositary for such Series or Class in accordance with Section 5.9 and bearing the legend prescribed therein.
"Grantor Trust Provisions": Subpart E of Subchapter J and Section 7701 of the Code, and final Treasury Regulations,
published rulings, notices and announcements, promulgated thereunder, as the foregoing may be in effect from time to time.
"Guaranteed Investment Contract": With respect to any Series (or Class within such Series), a guaranteed investment
contract or surety bond provided for in the related Series Supplement, sold as part of the Trust or to the Trustee for the benefit of
the Certificateholders for such Series, providing for the investment of funds in a related Account or related Accounts and insuring a
minimum or a fixed rate of return on the investment of such funds, which contract or surety bond shall be an obligation of an
insurance company or other entity whose rating at the time of purchase of such guaranteed investment contract or surety bond is no
lower than the rating on the Underlying Securities and shall satisfy any other requirements specified in such Series Supplement.
"Holder": The holder of a Certificate.
"Independent": When used with respect to any specified Person means that the Person specifies he or she (1) is in
fact independent of the Trustor and the Administrative Agent, if any, and of any Affiliate of any of the foregoing Persons, (2) does
not have any direct or indirect financial interest in the Trustor or the Administrative Agent, if any, or in any Affiliate of either
of the foregoing Persons which is material with respect to such Person and (3) is not connected with the Trustor or the
Administrative Agent, if any, as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar
functions.
"Independent Certificate": means a certificate of an Independent Person, as required by the TIA.
"Letter of Credit": With respect to any Series or Class within such Series, the letter of credit, if any, providing
for the payment of all or a portion of amounts due in respect of such Series or Class, issued to the Trustee for the benefit of the
Holders of such Series or Class, issued by the related Credit Support Provider, all as specified in the related Series Supplement.
"Limited Guarantor": With respect to the Underlying Securities relating to any Series (or Class within such
Series), a Person specified in the related Series Supplement as providing a guarantee or insurance policy or other credit enhancement
supporting the
-6-
distributions in respect of such Series (or Class) as and to the extent specified in such Series Supplement.
"Limited Guaranty": With respect to any Series or Class within such Series, any guarantee of or insurance policy or
other comparable form of credit enhancement with respect to amounts required to be distributed in respect of such Series or Class or
payments under all or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited
Guarantor in favor of the Trustee, for the benefit of the Certificateholders, as specified in the related Series Supplement.
"Liquidation Proceeds": The amounts received by the Administrative Agent, if any, or the Trustee in connection with
(i) the liquidation of a defaulted Underlying Security or collateral, if any, related thereto or (ii) the repurchase, substitution or
sale of an Underlying Security.
"Notional Amount": With respect to any Class of Certificates, if applicable, the initial notional amount specified
in the related Series Supplement on which distributions of interest may be determined at the applicable Pass Through Rate, as the
same may be adjusted as specified in such Series Supplement.
"Officer's Certificate": A certificate signed by any one (or, if specified in this Agreement or any Series
Supplement, more than one) Executive Officer of the Trustor or Administrative Agent, as applicable, or, in the case of the Trustee, a
Responsible Officer.
"Opinion of Counsel": A written opinion of counsel, who may, except as otherwise expressly provided in this
Agreement, be counsel for the Trustor or the Administrative Agent, if any, acceptable to the Trustee, except that any opinion of
counsel relating to the qualification of any account required to be maintained pursuant to this Agreement as an Eligible Account must
state that it is an opinion of counsel who is in fact Independent of the Trustor and the Administrative Agent, if any.
"Optional Exchange Date": With respect to any Series (or Class with such Series), as defined, if applicable, in the
related Series Supplement.
"Outstanding": With respect to Certificates of a specified Series (or Class within such Series), as of any date of
determination, all such Certificates theretofore authenticated and delivered under this Agreement and the related Series Supplement
except:
(i) Certificates theretofore cancelled by the Certificate Registrar or delivered to the Certificate
Registrar for cancellation; and
(ii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and
delivered pursuant to this Agreement, unless proof satisfactory to the Trustee is presented that any such
Certificates are held by a bona fide purchaser in whose hands such Certificates are valid obligations of the Trust;
-7-
provided, however, that in determining whether the Holders of the required percentage of the aggregate Voting Rights of the
Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates beneficially
owned by the Trustor, or any Affiliate thereof, shall be disregarded and deemed not to be Outstanding, and the Voting Rights to which
its Holder would otherwise be entitled shall not be taken into account in determining whether the requisite percentage of aggregate
Voting Rights necessary to effect any such consent or take any such action has been obtained except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Certificates with respect to which the Trustor has provided the Trustee an Officer's Certificate stating that such Certificates are
so owned shall be so disregarded. Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee by certifying to such effect in an Officer's Certificate the pledgee's right
so to act with respect to such Certificates and that the pledgee is not, to the actual knowledge of the Trustee without any duty of
investigation, the Trustor, the Administrative Agent, if any, or any Affiliate of any thereof so owned. The principal amount or
notional amount, as applicable, of a Discount Certificate that shall be deemed to be Outstanding for the determination referred to in
the foregoing proviso shall be the Stated Amount or Certificate Notional Amount, as applicable, with respect thereto as of the date
of such determination, and the principal amount or notional amount, as applicable, of a Certificate denominated in a Foreign Currency
that shall be deemed to be Outstanding for purposes of the determination referred to in the foregoing provision shall be the amount
calculated pursuant to Section 5.12(c).
"Participant": A broker, dealer, bank, other financial institution or other Person for whom from time to time a
Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.
"Pass Through Rate": With respect to any Series (or Class within such Series) of Certificates (except certain
Discount Certificates and Certificates entitled to nominal or no interest distributions) the annual rate at which interest accrues on
the Certificates of such Series (or Class), which may be a fixed rate or a floating rate of interest, determined upon the basis and
in the manner specified in the related Series Supplement.
"Paying Agent": As defined in Section 5.14.
"Percentage Interest": With respect to a Certificate of any Series or Class within a Series, the portion of such
Series or Class evidenced by such Certificate, expressed as a percentage, equal to the product of (x) a fraction, the numerator of
which is the initial Stated Amount or Notional Amount, as applicable, represented by such Certificate and the denominator of which is
the aggregate initial Stated Amount or Notional Amount, as applicable, of all the Certificates of such Series or Class and (y) 100.
-8-
"Permitted Investments": With respect to any Series, unless otherwise specified in the related Series Supplement,
any one or more of the following obligations or securities, provided that the total return specified by the terms of each such
obligation or security is at least equal to the purchase price thereof:
(i) direct obligations of, and obligations fully guaranteed by, the United States, the Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association, the Federal Farm Credit System or any agency
or instrumentality of the United States the obligations of which are backed by the full faith and credit of the
United States of America; provided that obligations of, or guaranteed by, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association or the Federal Farm Credit System shall be Permitted
Investments only if, at the time of investment, it has the rating specified in such Series Supplement for Permitted
Investments;
(ii) demand and time deposits in, certificates of deposit of, or banker's acceptances issued by any
depository institution or trust company (including the Trustee or any agent of the Trustee acting in their
respective commercial capacities) incorporated under the laws of the United States or any State and subject to
supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the
short-term debt obligations of such depository institution or trust company (or, in the case of a depository
institution which is the principal subsidiary of a holding company, the commercial paper or other short-term debt
obligations of such holding company) at the time of such investment or contractual commitment providing for such
investment have the rating specified in such Series Supplement for Permitted Investments; provided, however, that
such rating shall be no lower than the rating on the Underlying Securities at the time of purchase of the
investments;
(iii) repurchase agreements with respect to (a) any security described in clause (i) above or (b) any
other security issued or guaranteed by an agency or instrumentality of the United States, with an entity having the
credit rating specified in such Series Supplement for Permitted Investments;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the
laws of the United States or any State that have the rating specified in such Series Supplement for Permitted
Investments at the time of such investment or contractual commitment providing for such investment; provided,
however, that such rating shall be no lower than the rating on the Underlying Securities;
provided further that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust for
such Series to exceed 10% of the aggregate outstanding principal balances and amounts of all the Underlying Securities and Permitted
Investments held as part of the Trust for such Series;
-9-
(i) commercial paper having at the time of such investment the rating specified in the Series
Supplement for Permitted Investments; and
(ii) a Guaranteed Investment Contract if and only if specified in the related Series Supplement,
provided that the Rating Agency Condition is met.
"Person": Any individual, corporation, partnership, joint venture, association, joint stock company, limited
liability company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political
subdivision thereof.
"Place of Distribution": With respect to any Series (or Class within such Series) of Certificates, the place or
places where the principal of (and premium, if any) and interest on the Certificates of such Series (or Class) are distributable as
specified pursuant to Section 5.1.
"Predecessor Certificate": With respect to any particular Certificate, every previous Certificate evidencing all or
a portion of the same interest as that evidenced by such particular Certificate; and, for the purpose of this definition, any
Certificate authenticated and delivered under Section 5.5 in lieu of a lost, destroyed or stolen Certificate shall be deemed to
evidence the same interest as the lost, destroyed or stolen Certificate.
"Proceeding": Any suit in equity, action at law or other judicial or administrative proceeding.
"Purchase Price": With respect to any Underlying Security required to be repurchased by the Underlying Security
Provider pursuant to Section 2.3 and as confirmed by an Officer's Certificate from the Administrative Agent, if any, or the Trustor,
as the case may be, to the Trustee, an amount equal to the sum of (i) the greater of (x) 100% of the principal balance thereof as of
the date of such purchase or (y) if the Underlying Security was purchased at a premium above face value, the price paid therefor,
(ii) accrued and unpaid interest thereon from the immediately preceding interest allocation date, or if no interest has been paid to
the Trust with respect thereto, from the Cut-off Date, in each case at a rate equal to the Fixed Pass Through Rate or the then
applicable Floating Pass Through Rate, as the case may be, as specified in the applicable Series Supplement, on the principal balance
of such Underlying Security as of the close of business on the Business Day immediately preceding the date of purchase or such other
day as may be specified in the applicable Series Supplement on which such purchase is to occur, (iii) any unreimbursed Advances and
any unpaid Administrative Fees allocable to such Underlying Security, (iv) expenses reasonably incurred or to be incurred by the
Administrative Agent, if any, or the Trustee in respect of the breach or defect giving rise to the purchase obligation, including any
expenses arising out of the enforcement of the purchase obligation and (v) any realized losses previously incurred with respect to
such Underlying Security and allocated to Certificateholders on or before the date of purchase.
"Qualified Substitute Underlying Security": With respect to any Series, as defined, if applicable, in the related
Series Supplement.
"Rating Agency": With respect to any Series (or Class within such Series), as defined in the related Series
Supplement.
-10-
"Rating Agency Condition": With respect to any action or occurrence, unless otherwise specified in the applicable
Series Supplement, that each Rating Agency shall have been given 10 days (or such shorter period acceptable to each Rating
Agency) prior notice thereof and that each Rating Agency shall have notified the Trustor, the Trustee and the Administrative Agent, if
any, in writing that such action or occurrence will not result in a reduction or withdrawal of the then current rating of any
Certificate of the applicable Series.
"Record Date": With respect to any Distribution Date for any Series (or Class within such Series) of Certificates,
the date specified in the related Series Supplement.
"Regulation AB": Subpart 2009.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
"Relevant Servicing Criteria": The Servicing Criteria applicable to the various parties, as set forth on Exhibit A
attached hereto and as reflected on the Relevant Servicing Criteria delivered by such parties in connection with each Series
Supplement. With respect to a Servicing Participant engaged by the Trustee and Administrative Agent, the term "Relevant Servicing
Criteria" may refer to a portion of the Relevant Servicing Criteria for the Trustee and the Administrative Agent.
"Reporting Party": The Trustee or the Administrative Agent, as applicable, in accordance with Sections 3.15 and
3.16 hereof.
"Required Interest": Unless otherwise specified in the related Series Supplement, with respect to the Outstanding
Certificates of any Series or any Class thereof, the accrued and undistributed interest on the Stated Amount or Notional Amount of
such Outstanding Certificates computed at the applicable Pass Through Rate.
"Required Percentage – Amendment": Unless otherwise specified in the related Series Supplement, 66?% of the
aggregate Voting Rights of Certificates of such Series (or of a designated Class or group of Classes within such Series) (either
voting as separate Classes or as a single Class) applicable to such matter, all as specified in the applicable Series Supplement.
"Required Percentage – Definitive Certificates": Unless otherwise specified in the related Series Supplement,
greater than 50% of the aggregate Voting Rights of Certificates of such Series.
"Required Percentage – Direction of Trustee": Unless otherwise specified in the related Series Supplement, greater
than 50% of the aggregate Voting Rights of Certificates of such Series.
"Required Percentage – Remedies": Unless otherwise specified in the related Series Supplement, 66?% of the
aggregate Voting Rights of Certificates of such Series.
-11-
"Required Percentage – Removal of Trustee": Unless otherwise specified in the related Series Supplement, greater
than 50% of the aggregate Voting Rights of Certificates of such Series.
"Required Percentage – Waiver": Unless otherwise specified in the related Series Supplement, 66?% of the aggregate
Voting Rights of Certificates of such Series.
"Required Premium": If applicable, unless otherwise specified in the related Series Supplement, with respect to the
Certificates of any Series or any Class thereof, an amount equal to the product, as determined on any Distribution Date with respect
to such Series or Class, of (i) the Required Principal for such Series or Class and (ii) the Call Premium Percentage for such Series
or Class.
"Required Principal": As determined for any Distribution Date for a given Series (or Class within such Series),
unless otherwise specified in the related Series Supplement, the amounts on deposit in the Certificate Account allocable to principal
payments on the Underlying Securities (including from Credit Support, if any, and Advances, if any, but excluding amounts in respect
of principal payments to the extent that Advances with respect thereto were distributed as Required Principal on a prior Distribution
Date) and required to be distributed in respect of Certificates of such Series (or Class) in accordance with the terms of such
Certificates and such related Series Supplement.
"Required Rating": With respect to any Series (or Class within such Series), the rating category (or
categories) specified in the Series Supplement that, as a condition to the issuance of such Series or Class, is (or are) the lowest
category (or categories) in which the Certificates of such Series or Class may be categorized by the Rating Agency.
"Requisite Reserve Amount": As of any date with respect to any Series (or Class within such Series) of
Certificates, the amount, if any, required to be maintained in the Reserve Account, if any, for such Series or Class as specified in
or determined pursuant to the related Series Supplement.
"Reserve Account": An Eligible Account, if any, created and maintained pursuant to Section 3.11.
"Responsible Officer": With respect to the Trustee, any officer within the Corporate Trust Office of the Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the
particular subject.
"Retained Interest": If applicable, with respect to any Underlying Security, an ownership interest in and a right
to a portion of the payments thereon by the obligor thereof, as specified in the Underlying Securities Schedule to the related Series
Supplement, held by the Person so specified in such Underlying Securities Schedule.
-12-
"Xxxxxxxx-Xxxxx Act": The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff).
"Scheduled Final Distribution Date": With respect to any Certificate, the date on which all the unpaid principal of
(and premium, if any, on) such Certificate is scheduled, without giving effect to any prepayment, exchange or early termination, to
become due and payable as provided therein and in the applicable Series Supplement.
"Series": A separate series of Certificates issued pursuant to this Agreement and a related Series Supplement,
which series may be divided into two or more Classes, as provided in such Series Supplement.
"Series Supplement": An agreement supplemental to this Agreement that authorizes the issuance of a particular
Series (and each Class within such Series) of Certificates.
"Servicing Criteria": The "servicing criteria" set forth in Item 1122(d) of Regulation AB.
"Servicing Participant": Any Servicing Participant or any other Person, other than the Trustee and Administrative
Agent, that is performing activities addressed by the Servicing Criteria, unless such Person's activities relate only to 5% or less
of the Underlying Assets.
"Specified Currency": As defined in the related Series Supplement.
"State": Any one of the 50 states of the United States or the District of Columbia.
"Stated Amount": With respect to an Outstanding Certificate, as determined at any time, the maximum amount that the
Holder thereof is entitled to receive as distributions allocable to principal payments on the Underlying Securities. The Stated
Amount, if any, of any Class within a given Series (other than those Classes, if any, specified in the related Series Supplement), as
of any date of determination, shall be equal to the aggregate initial Stated Amount thereof less the sum of (i) all amounts allocable
to prior distributions made to such Class in respect of principal of the Underlying Securities and (ii) any reductions attributable
to Certificates surrendered in exchange for Underlying Securities, as and to the extent provided in the applicable Series Supplement.
"Sub-Administration Account": As defined in Section 3.8.
"Sub-Administration Agreement": The written contract, if any, between the Administrative Agent, if any, specified
in the applicable Series Supplement, or Trustee and a Sub-Administrative Agent and any successor Administrative Agent or Trustee or
Sub-Administrative Agent relating to the administration of an Underlying Security or certain Underlying Securities as provided in
Section 3.2.
"Sub-Administrative Agent": Any Person with which the Administrative Agent, if any, specified in the applicable
Series Supplement, or the Trustee has entered into a Sub-
-13-
Administration Agreement and which meets the qualifications of a Sub-Administrative Agent pursuant to Section 3.2.
"Surety Bond": If so specified in the Series Supplement, with respect to any Series (or Class within such
Series) of Certificates, the surety bond providing for the distribution under certain circumstances specified in such Series
Supplement of amounts to the Certificateholders of such Series (or Class), which surety bond will be issued to the Trustee for the
benefit of such Certificateholders by the related Credit Support Provider, all as specified in such Series Supplement.
"TIA": The Trust Indenture Act of 1939, as amended.
"Trust": With respect to any Series, the segregated asset or pool of assets subject hereto, constituting the trust
created hereby and by the related Series Supplement and to be administered hereunder and thereunder, consisting of those Underlying
Securities and the Credit Support, if applicable, and all sums distributed in respect thereof that are specified as being part of the
Trust for such Series in the related Series Supplement, all for the benefit of the Certificateholders of such Series as of any
particular time.
"Trust Termination Event": With respect to any Series, as specified in the related Series Supplement.
"Trustee": With respect to any Series, the Person so specified in the applicable Series Supplement (which Person
shall have agreed pursuant to such Series Supplement to assume all the duties, obligations, responsibilities and liabilities of the
Trustee as set forth in this Agreement and such Series Supplement with respect to the related Series of Certificates) for such Series
or any co-trustee appointed pursuant to Section 8.10, until a successor Person shall have become the Trustee pursuant to the
applicable provisions of this Agreement and the applicable Series Supplement, and thereafter "Trustee" shall mean such successor
Person.
"Trustor": Synthetic Fixed-Income Securities, Inc., a Delaware corporation, and, if a successor Person shall have
become the Trustor pursuant to any applicable provisions of this Agreement, "Trustor" shall mean such successor Person.
"Trustor Order" or "Trustor Request": A written order or request, respectively, signed in the name of the Trustor
by any of its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, a Vice President, its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee.
"Underlying Security Provider": With respect to any Underlying Security purchased pursuant to an Underlying
Security Purchase Agreement, each entity specified as such in the applicable Series Supplement or its successor in interest.
"Underlying Security Purchase Agreement": With respect to certain Series of Certificates, as designated in the
applicable Series Supplement, the purchase agreement providing for the purchase by the Trustor of one or more Underlying Securities
for such Series, substantially in the form acceptable to the Trustor, provided, that if required by the applicable
-14-
Series Supplement, such agreement shall provide for the repurchase of such Underlying Securities on the terms set forth in Section 2.3.
"Underlying Securities": With respect to any Series, the asset or assets sold as part of the Trust for such Series
or acquired (or, in the case of an agreement, entered into) by the Trustee for the benefit of the Holders of such Series and, if and
to the extent provided in the applicable Series Supplement, for the benefit of any Credit Support Provider, all as identified in the
Underlying Securities Schedule to the related Series Supplement. The Underlying Securities for any such Series or the related Trust
shall not constitute Underlying Securities for any other Series or any other Trust.
"Underlying Securities Issuer": As defined in the related Series Supplement.
"Underlying Securities Schedule": With respect to any Series, a listing of the Underlying Securities for such
Series as of the Closing Date, including, with respect to each Underlying Security, the obligor and the principal balance thereof,
which shall be attached to such Series Supplement as Schedule A.
"Uniform Commercial Code": The Uniform Commercial Code as in effect in the relevant jurisdiction.
"United States": The United States of America (including the States), its territories, its possessions and other
areas subject to its jurisdiction.
"Voting Rights": With respect to any Series (or Class within such Series) of Certificates, the portion of the
aggregate voting rights of the Certificates of such Series or Class which shall be allocated to any Certificate as specified in the
applicable Series Supplement.
Voting and consensual rights available to or in favor of Holders of Certificates may be exercised only by a United
States person (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) that is a beneficial owner of a
Certificate or by a United States person acting as irrevocable agent with discretionary powers for the beneficial owner of a
Certificate that is not a United States person. Certificateholders that are not United States persons must irrevocably appoint a
United States person with discretionary powers to act as their agent with respect to such voting and consensual rights.
Section 1.2 Rules of Construction. Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally
accepted accounting principles as in effect in the United States from time to time;
(c) "or" is not exclusive;
-15-
(d) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision;
(e) "including" means including without limitation; and
(f) words in the singular include the plural and words in the plural include the singular.
ARTICLE II
DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES
Section 2.1 Creation and Declaration of Trusts; Assignment of Underlying Securities. (a) The Trustor,
concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over to the Trustee, on
behalf and for the benefit of the Certificateholders of each given Series of Certificates and without recourse, all the right, title
and interest of the Trustor, including any security interest therein for the benefit of the Trustor, in, to and under the Underlying
Securities attributable to each such Series (except for the Underlying Securities attributable to such Series which are not sold by
the Trustor, as specified in the Underlying Securities Schedule to the applicable Series Supplement), in each case as identified on
the applicable Underlying Securities Schedule, and all other assets included or to be included in the respective Trust for the
benefit of the Certificateholders of each such Series or (ii) deliver to the Trustee for deposit in the Certificate Account an
amount, in immediately available funds in a form acceptable to the Trustee, sufficient to acquire the Underlying Securities
attributable to such Series, in each case as identified on the Underlying Security Schedule to the applicable Series Supplement, and
all other assets to be included in the respective Trust for the benefit of the Certificateholders of each such Series. Each such
sale will include all interest, premium (if any) and principal received by or on behalf of the Trustor of, on or with respect to any
such Underlying Securities due after the applicable Cut-off Date, and, unless otherwise specified in the Series Supplement, will
exclude (i) all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities due on or before
the applicable Cut-off Date and (ii) any Retained Interest in any such Underlying Security.
(b) In connection with each sale referred to in the preceding paragraph, the Trustor shall, not later than the
applicable Closing Date, (i) deposit the Underlying Securities for a given Series (except for the Underlying Securities attributable
to such Series which are to be acquired from a Person other than the Trustor, as specified on the Underlying Securities Schedule to
the applicable Series Supplement) with the Trustee by physical delivery of such Underlying Securities, duly endorsed, to the Trustee
or by causing such Underlying Securities to be registered by book entry in the name of the Trustee and (ii) with respect to each such
Underlying Security, deliver or cause to be delivered to the Trustee all documents necessary to transfer ownership of each such
Underlying Security to the Trustee.
(c) Unless otherwise specified in the applicable Series Supplement, the sale of such Underlying Securities by
the Trustor for a given Series accomplished hereby and by such Series Supplement is absolute and is intended by the parties hereto as
a sale and not a loan. The
-16-
Trustor represents and covenants that the Underlying Securities as of the respective Closing Dates will be free and clear of any right,
charge, security interest or lien or claim in favor of the Trustor and, with respect to any sale of Underlying Securities, that the
Trustor will as of such respective Closing Date have the right to sell the applicable Underlying Securities to the Trustee.
Section 2.2 Acceptance by Trustee. (a) With respect to each Series, the Trustee will acknowledge receipt by
it, or by a custodian on its behalf, of the related Underlying Securities and the related documents referred to in Section 2.1, now
existing or hereafter acquired, and declares that it will hold such Underlying Securities and documents and all other documents
delivered to it pursuant to this Agreement, and that it will hold all such assets and such other assets (including Underlying
Securities acquired from a Person other than the Trustor) comprising the Trust for a given Series of Certificates, in trust for the
exclusive use and benefit of all present and future Certificateholders of such Series and for the purposes and subject to the terms
and conditions set forth in this Agreement.
(b) The Trustee, or a custodian on its behalf, shall review all documents received by it pursuant to
Section 2.1 within 45 days after receipt thereof. If in the process of reviewing such documents the Trustee or such custodian
discovers any document or documents to be missing or defective, the Trustee shall promptly (but in any event within 10 Business
Days) so notify the Trustor and the Administrative Agent, if any. In addition, upon the discovery by the Trustor, the Administrative
Agent, if any, or the Trustee of a breach of any of the representations and warranties made by any Underlying Security Provider in
the related Underlying Security Purchase Agreement, if any, in respect of any Underlying Security that materially and adversely
affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other
parties hereto (but in any event within 10 Business Days).
Section 2.3 Repurchase or Substitution of Certain Underlying Securities by the Underlying Security Provider.
(a) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, upon discovery or receipt
of notice pursuant to Section 2.2 that a document is missing or defective, the Trustee shall immediately notify the Trustor, the
Administrative Agent, if any, and the Rating Agency that such document is defective or missing and, unless the Trustor provides to
the Trustee an Officer's Certificate stating such missing or defective document will not have a materially adverse effect on the
related Trust, the Administrative Agent, if any, or the Trustee shall immediately so notify the Underlying Security Provider and
require that the Underlying Security Provider deliver such missing document or cure such defect within 60 days from the date on which
such Underlying Security Provider was first notified of such missing document or defect, and if such Underlying Security Provider
does not deliver such missing document or cure such defect in all material respects during such period, the Administrative Agent, if
any, or the Trustee shall use its best efforts to enforce the Underlying Security Provider's obligation, if any, under the related
Underlying Security Purchase Agreement to repurchase such Underlying Security from the Trustee at the applicable Purchase Price
within 90 days after the date on which the Underlying Security Provider was first notified of such missing document or defect. The
Purchase Price for the repurchased Underlying Security shall be delivered to the Administrative Agent, if any, or to the Trustee
directly for deposit in the Certificate Account and the Trustee, upon receipt either of certification by the Administrative Agent, if
any, of such deposit or of such deposit directly, shall release to the
-17-
Underlying Security Provider the related documents in its possession and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the Underlying Security Provider any Underlying Security
released pursuant hereto, and the Trustee shall have no further obligations with regard to such documents. The foregoing
notwithstanding, if and to the extent the Series Supplement provides, the Underlying Security Provider may, as an alternative to
repurchasing any such Underlying Security as provided above, if and to the extent so provided in the Underlying Security Purchase
Agreement, cause such Underlying Security to be removed from the Trust (in which case it shall become a Deleted Underlying Security) by
agreeing to substitute one or more Qualified Substitute Underlying Securities in the manner and subject to the limitations set forth in
Section 2.3(b) and the related Series Supplement. It is understood and agreed that the obligation of the Underlying Security Provider
to repurchase or substitute for any Underlying Security as to which a constituent document is missing or a defect in a constituent
document exists shall, if such defect is not cured or such missing document is not provided, constitute (unless otherwise specified in
the applicable Series Supplement) the sole remedy respecting such omission or defect available to the Certificateholders or the Trustee
on behalf of the Certificateholders. It is further understood and agreed that, unless otherwise provided in the related Series
Supplement, in no event shall either the Trustor or the Administrative Agent, if any, be obligated to repurchase or substitute for such
an Underlying Security, regardless of whether the Underlying Security Provider defaults on its obligation to repurchase or substitute
for such an Underlying Security.
(b) If and to the extent provided for in a Series Supplement relating to a given Series of Certificates, with
respect to any Deleted Underlying Security for which the Trustor or the Underlying Security Provider substitutes a Qualified
Substitute Underlying Security or Assets, such substitution shall be effected by the Trustor or Underlying Security Provider
delivering to the Trustee or a custodian on its behalf such Qualified Substitute Underlying Security or Assets and such documents and
agreements, with all necessary endorsements thereon, as would be required under the terms of Section 2.1, together with an Officer's
Certificate of the Trustor or relevant Underlying Security Provider certifying that each such Qualified Substitute Underlying
Security satisfies the definition thereof and the requirements under this Section. The Trustee or such custodian shall acknowledge
receipt of such Qualified Substitute Underlying Security or Assets and, within five Business Days thereafter, review such documents
in the manner specified in Section 2.2. The Trustor shall give or cause to be given written notice to the Certificateholders of such
Series and the Rating Agency that such substitution has taken place and shall amend the Underlying Security Schedule to reflect the
removal of such Deleted Underlying Security from the terms of this Agreement and the substitution of the Qualified Substitute
Underlying Security or Assets. Upon such substitution, such Qualified Substitute Underlying Security or Assets shall be subject to
the terms of this Agreement in all respects, including those related to the representations and warranties included in the Underlying
Security Purchase Agreement as of the date of substitution. The terms upon which such substitution may be effected shall be
specified in the applicable Series Supplement.
(c) Unless otherwise provided in the Series Supplement, no substitution of Underlying Securities allowed by the
Series Supplement shall be effected unless the Trustee obtains, at the expense of the Certificateholders, an Opinion of Counsel to
the effect that the substitution will not cause the Trust to be taxable as a corporation for federal income tax purposes.
-18-
Section 2.4 Representations and Warranties of the Trustor and Representations, Warranties and Covenants of the
Administrative Agent. (a) The Trustor hereby represents and warrants to the Trustee that as of the Closing Date or as of such other
date specifically provided herein or in the applicable Series Supplement:
(i) the Trustor is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware;
(ii) with respect to each Series Supplement, to the Trustor's knowledge, the information set forth in the
Underlying Security Schedule with respect to each Underlying Security is true and correct in all material respects at the
date or dates respecting which such information is furnished;
(iii) the execution and delivery of this Agreement by the Trustor and its performance of and compliance with the
terms of this Agreement will not violate the Trustor's articles of incorporation or by-laws or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach or
acceleration of, any material contract, agreement or other instrument to which the Trustor is a party or which may be
applicable to the Trustor or any of its assets;
(iv) the Trustor has the full power and authority to enter into and consummate all transactions contemplated by
this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and
delivered this Agreement. This Agreement, upon its execution and delivery by the Trustor and assuming due authorization,
execution and delivery by the Trustee, will constitute a valid, legal and binding obligation of the Trustor, enforceable
against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, and by
general equity principles (regardless of whether such enforcement is considered a proceeding in equity or at law);
(v) the Trustor is not in violation, and the execution and delivery of this Agreement by the Trustor and its
performance and compliance with the terms of this Agreement will not constitute a violation, of any order or decree of any
court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the
Trustor or its properties, which violation would reasonably be expected to have a material and adverse effect on the
condition (financial or otherwise) or operations of the Trustor or its properties or on the performance of its duties
hereunder; and
(b) The Trustor shall make any additional representations and warranties, if any, that may be specified in the
applicable Series Supplement.
It is understood and agreed that the representations and warranties of the Trustor set forth in this Sections
2.4(a) and 2.4(b) shall survive delivery of the respective documents to the Trustee and shall inure to the benefit of the Trustee on
behalf of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of
the Trustor, the Administrative Agent, if any, or the Trustee of a breach of any of the
-19-
foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders, the party
discovering such breach shall give prompt written notice thereof to the other parties.
(c) The Administrative Agent, if any, shall make such representations, warranties, if any, and covenants that
may be specified in the applicable Series Supplement. Upon discovery by any of the Trustor, the Administrative Agent, if any, or the
Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the
interests of the Certificateholders, the party discovering such breach shall give prompt written notice thereof to the other parties.
Section 2.5 Breach of Representation, Warranty or Covenant. (a) Within 90 days of the earlier of discovery
by the Trustor or receipt of notice by the Trustor of a breach of any representation or warranty of the Trustor set forth in
Section 2.4(a) that materially and adversely affects the interests of the Certificateholders of a given Series of Certificates, the
Trustor shall cure such breach in all material respects.
(b) With respect to an Administrative Agent appointed pursuant to the applicable Series Supplement, within 30
days of the earlier of discovery by such Administrative Agent or receipt of notice by such Administrative Agent of a breach of any
representation, warranty or covenant of such Administrative Agent set forth in the applicable Series Supplement that materially and
adversely affects the interests of the Certificateholders, such Administrative Agent shall cure such breach in all material respects.
Section 2.6 Agreement to Authenticate and Deliver Certificates. With respect to each Series of Certificates
and the related Trust, the Trustee hereby agrees and acknowledges that it will, concurrently with the sale to and receipt by it of
the related Underlying Securities and delivery to it by the Trustor of executed Certificates of such Series, cause to be
authenticated and delivered to or upon the order of the Trustor, in exchange for the Underlying Securities and such other assets
constituting the Trust for a given Series, Certificates duly authenticated by or on behalf of the Trustee in authorized denominations
evidencing ownership of the entire Trust for such Series, all in accordance with the terms and subject to the conditions of Sections
5.2 and 5.13.
Section 2.7 Statement of Intent. It is the intention of the parties hereto that, for purposes of federal
income taxes, state and local income and franchise taxes and any other taxes imposed upon, measured by or based upon gross or net
income, the Trust shall be treated as a grantor trust, but failing that, as a partnership and in no event, as a corporation or
publicly traded partnership taxable as a corporation. The terms of this Agreement shall be interpreted to further this intention of
the parties. The parties hereto agree that, unless otherwise required by appropriate tax authorities, the Trustee shall file or
cause to be filed annual or other necessary returns, reports and other forms consistent with such intended characterization. Each
Certificateholder and each beneficial owner of a Certificate by acceptance of its Certificate (or its beneficial interest therein)
agrees, unless otherwise required by appropriate tax authorities, to file its own tax returns and reports in a manner consistent with
such characterization.
-20-
All provisions of this Agreement shall be construed and the affairs of the Trust shall be conducted to achieve the
aforementioned treatment for U.S. federal income tax purposes.
ARTICLE III
ADMINISTRATION OF EACH TRUST
Section 3.1 Administration of each Trust. (a) The Trustee (and, to the extent required in the applicable
Series Supplement, any Administrative Agent) shall administer the Underlying Securities for each given Trust for the sole benefit of
the Certificateholders of the related Series. In engaging in such activities, the Trustee (or the Administrative Agent, if
applicable) shall, subject to the provisions of Article VI hereof, follow or cause to be followed collection procedures in accordance
with the terms of this Agreement and the applicable Series Supplement, the respective Underlying Securities and any applicable Credit
Support Instruments. With respect to each Trust, and subject only to the above-described standards and the terms of this Agreement,
the related Series Supplement and the respective Underlying Securities and applicable Credit Support Instruments, if any, the Trustee
(or the Administrative Agent, if applicable) shall have full power and authority, acting alone or through Sub-Administrative Agents
as provided in Section 3.2, to do or cause to be done any and all things in connection with such administration which it deems
necessary to comply with the terms of this Agreement and the applicable Series Supplement.
(b) Without limiting the generality of the terms of paragraph (a) of this Section 3.1, with respect to any
Series of Certificates, the Administrative Agent, if any, specified in the applicable Series Supplement shall be hereby authorized
and empowered by the Trustor, when such Administrative Agent believes it appropriate in its reasonable judgment and when otherwise
required by a Series Supplement, in its own name or in the name of a Sub- Administrative Agent, (i) to instruct the Trustee to make
distributions or payments from the Certificate Account or any other Account for such Series, as set forth herein or in the related
Series Supplement, and (ii) to the extent specified in the related Series Supplement, to execute and deliver, on behalf of the
Certificateholders of such Series and the Trustee or any of them, and upon notice to the Trustee, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to any
of the Underlying Securities relating to such Series.
(c) The duties of the Trustee and the Administrative Agent, if any, shall be performed in accordance with
applicable local, state and federal law, and the Trustee (or, if specified in the applicable Series Supplement, the Administrative
Agent) shall make any and all filings, reports, notices or applications with, and seek any comments and authorizations from, the
Commission and any State securities authority on behalf of the Trust for each Series. If the applicable Series Supplement appoints
an Administrative Agent, the Trustee, in its capacity as Trustee, shall execute, at the direction of such Administrative Agent, any
powers of attorney and other documents necessary or appropriate to enable the Administrative Agent to carry out any of its
administrative duties hereunder; provided, however, that the Trustee, in its capacity as Trustee, shall not be accountable for the
actions of the Administrative Agent or any Sub- Administrative Agents under such powers of attorney.
-21-
Section 3.2 Sub-Administration Agreements Between Administrative Agent or Trustee and Sub-Administrative
Agents. (a) Unless otherwise provided in a Series Supplement, an Administrative Agent specified in the applicable Series Supplement
and the Trustee may enter into Sub- Administration Agreements with one or more Sub-Administrative Agents in order to delegate their
administrative obligations with respect to a related Series under this Agreement to such Sub-Administrative Agents; provided,
however, that (i) such delegation shall not release either such Administrative Agent or the Trustee, as applicable, from the duties,
obligations, responsibilities or liabilities arising under this Agreement; (ii) the Rating Agency Condition shall have been satisfied
with respect to the entering into of any such agreement and (iii) such agreements are consistent with the terms of this Agreement
and, with respect to Certificates of any Series, the related Series Supplement. With respect to any Series (or Class within such
Series) of Certificates, each Sub-Administration Agreement shall impose on the Sub- Administrative Agent requirements conforming to
the provisions set forth in Section 3.1 and provide for administration of the related Trust and all or certain specified Underlying
Securities for such Series consistent with the terms of this Agreement. Additional requirements relating to the scope and contents
of any Sub-Administration Agreement may be provided in the applicable Series Supplement. Such Administrative Agent shall deliver to
the Trustee and the Trustor copies of all Sub-Administration Agreements which it enters into, and any amendments or modifications
thereof, promptly upon the Administrative Agent's execution and delivery of any such instruments.
(b) As part of its duties hereunder, an Administrative Agent specified in the applicable Series Supplement
shall enforce the obligations of each Sub-Administrative Agent under any related Sub-Administration Agreement which it enters into
and of the Underlying Security Provider, if any, under any Underlying Security Purchase Agreement, for the benefit of the Trustee and
the Certificateholders of a given Series. Such enforcement, including the legal prosecution of claims, the termination of
Sub-Administration Agreements or Underlying Security Purchase Agreements, as appropriate, and the institution of Proceedings and the
pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Administrative
Agent, in its good faith business judgment, deems necessary or advisable, subject in all cases to the provisions of Article VI hereof.
Section 3.3 Successor Sub-Administrative Agents. An Administrative Agent specified in the applicable Series
Supplement and the Trustee shall each be entitled to terminate any Sub-Administration Agreement which it enters into and the rights
and obligations of any Sub-Administrative Agent under any Sub-Administration Agreement in accordance with the terms and conditions of
any such Sub-Administration Agreement. In the event of a termination of any Sub-Administration Agreement, the Administrative Agent
or the Trustee, as applicable, shall simultaneously reassume direct responsibility for all obligations delegated in such Sub-
Administration Agreement without any act or deed on the part of the applicable Sub- Administrative Agent, the Trustee or the
Administrative Agent, and the Administrative Agent or the Trustee, as applicable, either shall administer directly the related
Underlying Securities or shall enter into a Sub-Administration Agreement with a successor Sub-Administrative Agent which so qualifies
under Section 3.2.
Section 3.4 Liability of the Administrative Agent. Notwithstanding any Sub- Administration Agreement or any
of the provisions of this Agreement relating to agreements or
-22-
arrangements between an Administrative Agent, if any, or the Trustee and a Sub-Administrative Agent or references to actions taken
through a Sub-Administrative Agent or otherwise, the Administrative Agent, if any is specified in the applicable Series Supplement, or
the Trustee, as applicable, shall remain obligated and primarily liable to the Trustee and the Certificateholders for the administering
of the Trust and the Underlying Securities for each related Series of Certificates to the extent provided herein and in the related
Series Supplement in accordance with the provisions of Section 3.1 without diminution of such obligation or liability by virtue of any
such Sub-Administration Agreements or arrangements or by virtue of indemnification from the Sub-Administrative Agent and to the same
extent and under the same terms and conditions as if the Administrative Agent or the Trustee, as applicable, alone were administering
the Underlying Securities, and the Administrative Agent or the Trustee, as applicable, shall not thereby be released from any duties or
responsibilities set forth in this Agreement or the related Series Supplement. The Administrative Agent and the Trustee shall be
entitled to enter into any agreement with a Sub-Administrative Agent for indemnification of the Administrative Agent or the Trustee by
such Sub-Administrative Agent for any liability or obligation sustained by the Administrative Agent or the Trustee in connection with
any act or failure to act by the Sub- Administrative Agent, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.
Section 3.5 No Contractual Relationship Between Certain Sub-Administrative Agents and Trustee or
Certificateholders. Any Sub-Administration Agreement between an Administrative Agent specified in the applicable Series Supplement
and a Sub-Administrative Agent that may be entered into and any transactions or services relating to the Underlying Securities
pursuant to such an agreement shall be deemed to be between the Sub-Administrative Agent and the Administrative Agent alone, and the
Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Sub-Administrative Agent except as set forth in Section 3.6. Except as set forth in Section 3.6, the
Administrative Agent shall be solely liable for all fees owed by it to any Sub- Administrative Agent, irrespective of whether the
Administrative Agent's compensation pursuant to this Agreement is sufficient to pay such fees; provided, however, that if so provided
in the applicable Series Supplement, a Sub-Administrative Agent shall be entitled to a Retained Interest in certain Underlying
Securities as and to the extent specified in the Underlying Securities Schedule to such Series Supplement. Each such
Sub-Administrative Agent shall be reimbursed by the Administrative Agent for expenditures made by such Sub-Administrative Agent to
the same extent the Administrative Agent would be reimbursed for such expenditures pursuant to the terms of this Agreement.
Section 3.6 Assumption or Termination of Sub-Administration Agreements by Trustee. Except as and to the
extent otherwise provided in a Series Supplement, in the event an Administrative Agent specified in the applicable Series Supplement
shall for any reason no longer be acting in such capacity with respect to any Series, the Trustee or its designee shall thereupon
assume all the rights and obligations of the Administrative Agent under each Sub- Administration Agreement that the Administrative
Agent may have entered into with respect to any Underlying Security or Assets related to such Series, provided that the Trustee may
elect to terminate any such Sub-Administration Agreement in accordance with its terms. Except as otherwise provided in such a Series
Supplement, the Trustee, its designee or any successor Administrative Agent shall be deemed to have assumed all the Administrative
Agent's interest
-23-
therein and to have replaced the Administrative Agent as a party to each Sub-Administration Agreement to the same extent as if each
Sub-Administration Agreement had been assigned to the assuming party; provided, however, that the Administrative Agent shall not
thereby be relieved of any liability or obligations under any Sub-Administration Agreement and provided further, that the Trustee shall
in no event be obligated to make any Advances if it is prohibited by law or regulation from doing so or from obligating itself to do
so. The Administrative Agent at its expense shall, upon request of the Trustee, deliver to such assuming party all documents and
records relating to each Sub-Administration Agreement and the Underlying Securities then being administered by it and an accounting of
amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the
Sub-Administration Agreements to the assuming party.
Section 3.7 Collection of Certain Underlying Security Payments. With respect to any Series or Class of
Certificates, the Trustee (or the Administrative Agent if specified in the related Series Supplement) shall make reasonable efforts
to collect all payments required to be made pursuant to the terms of the Underlying Securities or any related Credit Support
Instruments in a manner consistent with the terms of this Agreement, the related Series Supplement, such Underlying Securities and
any related Credit Support Instruments.
Section 3.8 Collections by Sub-Administrative Agent. Unless otherwise provided in the applicable Series
Supplement, in the event a Sub-Administrative Agent is administering one or more Underlying Securities pursuant to a
Sub-Administration Agreement, the Sub-Administrative Agent shall be required to immediately direct the Trustee to deposit into an
Eligible Account established by such Sub-Administrative Agent (a "Sub-Administration Account") any amounts collected with respect
thereto, and not later than the Business Day after receipt thereof, all such amounts shall be deposited into the related Certificate
Account.
Section 3.9 Certificate Account. (a) For each Series of Certificates, the Trustee shall establish and
maintain one or more Eligible Accounts (collectively, the "Certificate Account"), held in trust for the benefit of the
Certificateholders of such Series. The Trustee on behalf of such Certificateholders shall possess all right, title and interest in
all funds on deposit from time to time in each Certificate Account and in all proceeds thereof. With respect to each Series of
Certificates, the Certificate Account shall be under the sole dominion and control of the Trustee for the benefit of the related
Certificateholders. With respect to each Series of Certificates, the Trustee shall deposit or the Administrative Agent, if any,
specified in the applicable Series Supplement shall direct the Trustee to deposit or cause to be deposited in the Certificate Account
no later than the Business Day after receipt thereof all amounts collected with respect to the Underlying Securities, any Credit
Support and all Liquidation Proceeds related to such Series including:
(i) all payments on account of principal of such Underlying Securities;
(ii) all payments on account of interest on such Underlying Securities;
(iii) all payments on account of premium (if any) on such Underlying Securities;
-24-
(iv) any payments in respect of any such Credit Support;
(v) any Advances made as required pursuant to Section 4.3; and
(vi) any interest or investment income earned on funds deposited in the related Accounts.
Unless otherwise specified in the applicable Series Supplement, 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 or any
Administrative Agent shall be deposited by the Trustee or the Administrative Agent, as applicable, in the Certificate Account and
shall not be retained by the Trustee or the Administrative Agent for its own account.
If, at any time, the Certificate Account for any Series ceases to be an Eligible Account, the Trustee shall within
10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is met) establish a
new Certificate Account meeting the conditions specified above and transfer any cash and any investments on deposit in the
Certificate Account to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the
Certificate Account for such Series.
(b) The Trustee shall give notice to the Administrative Agent, if any, the Trustor and the Rating Agency of the
location of each Eligible Account constituting the Certificate Account and prior to any change thereof.
(c) The Administrative Agent, if any, shall instruct the Trustee as to, or otherwise the Trustee shall
determine, the appropriate application of Available Funds with respect to any Distribution Date for which application is to be made
on any such Distribution Date in accordance with the terms of Section 4.1 and the related Series Supplement.
Section 3.10 Investment of Funds in the Accounts. The Trustor (or, if so specified in the applicable Series
Supplement, the Administrative Agent), on behalf of the Trust, may direct the Trustee to direct any depository institution
maintaining the Certificate Account or the Reserve Account, if any, for the applicable Series and any other segregated Eligible
Account the contents of which are held for the benefit of Certificateholders of such Series (each, an "Account") to invest the funds
therein in one or more Permitted Investments bearing interest or sold at a discount, which shall be held to maturity unless payable
on demand and which funds shall not be reinvested upon the maturity or demand for payment of such Permitted Investment. If the
Trustor (or the Administrative Agent, if applicable) does not provide any investment directions to the Trustee, funds held in any
Account will be invested in the Permitted Investments specified in clause (ii) of the definition thereof. Investments of such funds
shall be invested in Permitted Investments that will mature so that such funds will be available for distribution on the Distribution
Date on which such amounts are to be applied as distributions to Certificateholders. In the event amounts on deposit in an Account
are at any time invested in a Permitted Investment payable on demand, the Trustee shall:
(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last
day such Permitted Investment may otherwise mature
-25-
hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on
such date; and
(y) demand same day payment of all amounts due thereunder upon a determination by the Trustee that such
Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in any Account.
It is the intent of the Trustee, any Administrative Agent, and the Trustor that each Account shall be a securities
account of the Trustee and not an account of the Trustor or the Administrative Agent. Each Permitted Investment that constitutes
investment property shall be held by the Trustee through a securities intermediary, which securities intermediary shall agree with
the Trustee that (A) such investment property at all times shall be credited to a securities account of the Trustee, (B) all property
credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Trustee
as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities
intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or
entity, (E) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement
orders originated by any person or entity other than the Trustee, (F) such securities account and all property credited thereto shall
not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone
claiming through such securities intermediary (other than the Trustee), and (G) such agreement between such securities intermediary
and the Trustee shall be governed by the laws of the State of New York. Each Permitted Investment that does not constitute
investment property shall be held by the Trustee in the State of New York. Each term used in the preceding two sentences and defined
in the New York Uniform Commercial Code shall have the meaning set forth in the New York Uniform Commercial Code.
Section 3.11 Maintenance of Credit Support. On the applicable Closing Date, the Trustee or, if so specified in
the applicable Series Supplement, the Trustor or the Administrative Agent, shall, to the extent specified in the applicable Series
Supplement, establish and maintain, or enter into, as applicable, in the name of the Trustee, either as a part of the related Trust
or outside it, for the benefit of the Certificateholders of the related Series, the Credit Support specified in the applicable Series
Supplement. To the extent specified in the applicable Series Supplement, the Trustor or the Administrative Agent, as the case may
be, will make or cause to be made any initial deposit to the Certificate Account or any Reserve Account for the related Series as of
the Closing Date. Unless the Series Supplement for a given Series provides otherwise, if a Reserve Account exists for such Series,
collections with respect to the Underlying Securities for such Series not distributed to the Certificateholders of such Series shall
be deposited in the Reserve Account. The Reserve Account, if any, will not be a part of or otherwise includible in the Trust but
will be held for the benefit of the Credit Support Provider.
Amounts on deposit in the Reserve Account and amounts available pursuant to any other Credit Support for such Series
shall be applied by the Trustee to make distributions of principal of and premium (if any) and interest on the Certificates of such
Series as required pursuant to Section 4.1 and the applicable Series Supplement to the extent that funds are not otherwise available
for such purpose. If specified in such Series Supplement, immediately after
-26-
each Distribution Date, amounts on deposit in the Reserve Account for such Series in excess of a specified amount shall be paid to the
Person so specified in such Series Supplement.
Section 3.12 Realization Upon Defaulted Underlying Securities. (a) If:
(i) default is made in the payment of any installment of interest on any Underlying Security when the same
becomes due and payable, and such default continues unremedied for the period specified in the indenture or other
authorizing document for such Underlying Security (or, if no such period is specified, three days) after receipt by the
Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying Securities Issuer and the
Trustee of notice thereof from the Holders of Outstanding Certificates representing at least 25% of the Voting Rights; or
(ii) default is made in the payment of the principal of or any installment of the principal of any Underlying
Security when the same becomes due and payable, and such default continues unremedied for the period specified in the
indenture or other authorizing document for such Underlying Security (or, if no such period is specified, three
(3) days) after receipt by the Underlying Securities Issuer of notice thereof from the Trustee or receipt by the Underlying
Securities Issuer and the Trustee of notice thereof from the Holders of Outstanding Certificates representing at least 25%
of the Voting Rights;
and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to pay forthwith to the Trustee, for the benefit of the
Holders, the whole amount then due and payable on such Underlying Securities for principal and interest, with interest upon the
overdue principal, at the rate borne by the Underlying Securities and in addition thereto such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee and its agents and counsel, to the extent permitted by law (such event, an "Issuer Payment Default"), then the Trustee, in
its own name and as trustee of an express trust, subject to provision being made for indemnification against costs, expenses and
liabilities in a form satisfactory to the Trustee, shall institute a Proceeding for the collection of the sums so due and unpaid, and
shall prosecute such Proceeding to judgment or final decree or settlement, and shall enforce the same against the Underlying
Securities Issuer or other obligor upon the Underlying Securities and collect in the manner provided by law out of the property of
the Underlying Securities Issuer or other obligor upon the Underlying Securities wherever situated, the moneys adjudged or decreed to
be payable, unless otherwise directed by Holders of the Required Percentage – Direction of the Trustee. In connection therewith, the
Trustee shall use its best reasonable efforts in accordance with such normal and customary procedures it shall deem necessary or
advisable, and shall have the power and authority, acting alone, to do any and all things in connection therewith and the
administration of the Trust as it may deem necessary or advisable.
(b) In the event that the Trustee receives money or other property in respect of the Underlying Securities
(other than a scheduled interest or principal payment or the payment of any redemption premium on or with respect to the earlier
redemption of the Underlying Securities) as a result of a payment default on the Underlying Securities or actual notice that such
moneys or other property will be paid to the Trustee, the Trustee shall promptly give notice (as
-27-
provided in Section 10.5 hereof) to the Depositary or, if the Certificates are not then held by the Depositary, directly to the Holders
of the Certificates then outstanding and unpaid. Such notice shall state that, not later than thirty (30) days after the receipt of
such moneys or other property, the Trustee shall allocate and distribute such moneys or other property to the Holders of the
Outstanding Certificates then unpaid, in proportion to the Stated Amount or Accreted Amount, as applicable, of each class of
Outstanding Certificates, together with accrued interest to the date of distribution, if applicable, and within each class pro rata by
Stated Amount. Property received, other than cash, shall be liquidated by the Trustee in a commercially reasonable manner and the
proceeds thereof, after deduction of all reasonable costs of such liquidation, distributed in cash, only to the extent necessary to
avoid distribution of fractional securities.
(c) The Trustee (or, if and under the circumstances specified in the applicable Series Supplement, the
Administrative Agent), on behalf of the Certificateholders, shall assert claims under each applicable Credit Support Instrument, and
shall take such reasonable steps, in addition to those described in Section 3.12(a), as are necessary to receive payment or to permit
recovery thereunder with respect to any defaulted Underlying Securities, subject in all cases to the provisions of Article VI hereof
in the case of the Administrative Agent and Article VIII hereof in the case of the Trustee.
(d) Unless otherwise provided in a Series Supplement, if the Administrative Agent or the Trustee, as
applicable, is unable to obtain full recovery in respect of a defaulted Underlying Security and any related Credit Support Instrument
pursuant to Section 3.12(c), the Administrative Agent or the Trustee, as applicable, shall follow or cause to be followed such normal
practices and procedures as it deems necessary or advisable to realize upon such defaulted Underlying Security and such Credit
Support Instrument, subject in all cases to the provisions of Article VI hereof in the case of the Administrative Agent and
Article VIII hereof in the case of the Trustee.
Section 3.13 Retained Interest. The Retained Interest, if any, in any Underlying Security shall initially be
held by the Person so specified in the related Series Supplement as and to the extent specified in Schedule A thereof. With respect
to each Underlying Security, the Retained Interest shall be deducted by the Trustee, at the written direction of the Administrative
Agent, if any, or the Trustor from applicable collections in respect of such Underlying Security. Unless otherwise provided in the
applicable Series Supplement, collections in respect of Retained Interest shall not be deposited in the Certificate Account for the
applicable Series and shall not constitute a part of the Trust for such Series, but shall instead be distributed to the holder of
such Retained Interest, provided that the Series Supplement for any Series with respect to which there is a Retained Interest may
provide that, notwithstanding the terms contained herein, commingled amounts received in respect of assets inclusive of Underlying
Securities and Retained Interest may initially be deposited in a separate and discrete Eligible Account established by the Trustee at
the direction of the Administrative Agent, if any, or the Trustor and such Series Supplement may provide for additional terms
relating thereto. Unless otherwise provided in the applicable Series Supplement, after deduction of all applicable fees as provided
for in this Agreement, on each Distribution Date the Trustee shall allocate on a pari passu basis any partial recovery on an
Underlying Security between (a) the Retained Interest, if any, and (b) distributions to Certificateholders of the applicable Series.
-28-
Section 3.14 Administrative Agent's Compensation and Reimbursement.
(a) As compensation for its activities, the Administrative Agent, if any, specified in the applicable Series Supplement shall be
entitled to the Administrative Fee, which shall be paid on the dates, in the amounts, under the circumstances and in the manner
specified in the applicable Series Supplement.
(b) If, and only to the extent, provided in a Series Supplement, the Administrative Agent, if any, shall be
required to pay from its compensation hereunder or otherwise all expenses incurred in connection with the Trust for the related
Series and its administration of the Underlying Securities for the related Series, including payment of the fees and disbursements of
the Trustee (including the reasonable fees and expenses of its counsel and independent accountants allocable to such Series), payment
of expenses incurred in connection with distributions and reports to Certificateholders of such Series, payment of premiums on Credit
Support Instruments related to such Series and other expenses specified in such Series Supplement; provided, however, that neither
the Administrative Agent, if any, nor the Trustee will be responsible for any federal, state, local or foreign income and franchise
taxes, if any, and any interest or penalties with respect thereto, assessed on the Trust for such Series.
Section 3.15 Statement as to Compliance. (a) On or before noon (Eastern Time) on March 15 of each year,
commencing in March 2007, each of the Trustee and the Administrative Agent, at its own expense, shall furnish to the Trustor a report
assessment of the Trustee's compliance with the Servicing Criteria during the immediately preceding fiscal year that contains (i) a
statement by the Trustee and the Administrative Agent of its responsibility for assessing compliance with the Servicing Criteria
applicable to it, (ii) a statement that the Trustee and the Administrative Agent used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (iii) such Reporting Party's assessment of compliance with the Relevant Servicing Criteria as
of and for the period ending the end of the fiscal year covered by the Form 10 K required to be filed, including, if there has been
any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and
status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such Reporting
Party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. Promptly after receipt of each such
report, the Trustor may review each such report and, if applicable, consult with the Trustee and the Administrative Agent as to the
nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Trustee, the Administrative Agent or any
Servicing Participant with which it has entered into a servicing relationship with respect to the Underlying Securities.
Each such report shall be addressed to the Trustor and signed by an authorized officer of the applicable company,
and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit F
attached to the applicable Series Supplement. Promptly after receipt of each such report, (i) the Trustor may review each such
report and, if applicable, consult with the Trustee and the Administrative Agent as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria (and each Servicing Participant engaged or utilized by the Trustee and the
Administrative Agent) and (ii) the Trustor shall confirm that the assessments taken individually address the Relevant Servicing
Criteria as set forth on the applicable Exhibit F attached to the applicable Series Supplement and notify the Trustee and the
Administrative Agent of any exceptions. None of the Trustee, the
-29-
Administrative Agent or any Servicing Participant shall be required to cause the delivery of any such assessments until March 15 in any
given year so long as it has received written confirmation from the Trustor that a Report on Form 10 K is not required to be filed in
respect of the Trust for the preceding calendar year. To the extent each of the Trustee and the Administrative Agent has actual
knowledge of a deficiency in the reporting of the Relevant Servicing Criteria (whether individually with respect to the Relevant
Servicing Criteria, or in the aggregate with respect to the Servicing Criteria taken as a whole), the Trustee and the Administrative
Agent, as applicable, shall promptly notify the Trustor.
In connection with the execution of each Series Supplement, the Trustee and the Administrative Agent (and any
Servicing Participant with which the Trustee or the Administrative Agent has entered into a servicing relationship) shall furnish to
the Trustor the Relevant Servicing Criteria, in the form of Exhibit A hereto appropriately completed, which shall be subject to the
agreement of the Trustor.
No later than the end of each fiscal year for the Trust, the Trustee and the Administrative Agent, as applicable,
shall notify the Trustor as to the name of each Servicing Participant utilized by it, and each such notice will specify which
Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Participant. When
each of the Trustee and the Administrative Agent, as applicable, submits its assessments, it will also at such time include the
assessment (and related attestation pursuant) of each Servicing Participant engaged by it.
In the event that the Trustee or the Administrative Agent is terminated or resigns pursuant to the terms of this
Agreement or the applicable Series Supplement, such party shall provide, and cause any Servicing Participant engaged by it or
formerly engaged by it to provide an annual assessment of compliance pursuant to this Section 3.15(a), coupled with an attestation
with respect to the period of time that the Trustee and the Administrative Agent, as applicable, was subject to this Agreement or the
period of time that the Additional Servicer was subject to such other servicing agreement.
(b) Each of the Trustee and the Administrative Agent, as applicable, shall cause each Servicing Participant
with which it has entered into a relationship with respect to the Underlying Securities, to deliver to the Trustor on or before March
15 of each year, commencing in March 2007, an Officer's Certificate stating, as to the Trustee and the Administrative Agent, as
applicable, that (i) a review of such entity's activities during the preceding calendar year or portion thereof and of such entity's
performance under this Agreement, or the applicable servicing agreement in the case of any Additional Servicer, has been made under
such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such entity has fulfilled all its
obligations under this Agreement, in all material respects throughout such year or portion thereof, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Promptly after receipt of each such Officer's Certificate, the Trustor may review such Officer's Certificate and, if
applicable, consult with the Trustee and the Administrative Agent as to the nature of any failures by the Trustee.
-30-
The obligations of the Trustee and the Administrative Agent under this Section apply to the Trustee and the
Administrative Agent, whether or not the Trustee and Administrative Agent is acting as the Trustee and Administrative Agent, as
applicable, at the time such Officer's Certificate is required to be delivered.
In the event the Trustee or the Administrative Agent, as applicable, is terminated or resigns pursuant to the terms
of this Agreement, such party shall provide, an annual statement of compliance pursuant to this Section 3.15 with respect to the
period of time that the Trustee or the Administrative Agent, as applicable, was subject to this Agreement.
Section 3.16 Attestation by Independent Public Accountants. (a) On or before noon (Eastern Time) on March 15
of each year, commencing in March 2007, each of the Trustee and the Administrative Agent, as applicable, at its own expense, shall
cause, and each of the Trustee and the Administrative Agent, as applicable, shall cause each Servicing Participant with which it has
entered into a relationship with respect to the Underlying Securities to cause, a registered public accounting firm (which may also
render other services to the Trustee and the Administrative Agent, as applicable, or the applicable Servicing Participant, as the
case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustor, with
a copy to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management
of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party's assessment of compliance with the
Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Each such related accountant's attestation report shall be made
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be
available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee and the
Administrative Agent, as applicable, the Trustor may review the report and, if applicable, consult with the Trustee and the
Administrative Agent, as applicable, as to the nature of any defaults by the Trustee, the Administrative Agent or any Servicing
Participant with which it has entered into a servicing relationship with respect to the Underlying Securities in the fulfillment of
any of the Trustee's or the applicable Servicing Participant's obligations hereunder or under the applicable servicing agreement.
The Trustee and the Administrative Agent, as applicable, shall not be required to cause the delivery of such reports until April 15
in any given year so long as it has received written confirmation from the Trustor that a Report on Form 10 K is not required to be
filed in respect of the Trust for the preceding calendar year. Each of the Trustee and the Administrative Agent, as applicable,
shall confirm that each accountants' attestation report submitted pursuant to this Section relates to an assessment of compliance
that on its face meets the requirements of Section 3.15(a) and notify the Trustor of any exceptions.
(b) For so long as reports are required to be filed with the Commission under the Exchange Act (any such
reports, "Exchange Act Reports") with respect to the Trust, the Trustee and the Administrative Agent shall indemnify the Trustor and
any Affiliate that could be determined to be a "sponsor" of the Trust pursuant to Regulation AB and any officer or
-31-
employee of the Trustor that signs an Exchange Act Report and hold them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain in any way related to (i) the breach by the Trustee or the Administrative Agent of its obligations set
forth under Sections 3.15, 3.16 or Section 6.1 or (ii) any erroneous, delinquent or missed Exchange Act Reports or other filings
required to be filed under the Exchange Act which have occurred as the result of the Trustee's breach of any obligation under this
Agreement or the Trustee's negligence or willful misconduct; provided, however, that the failure of the Trustee, through no fault of
its own, to deliver when required the accountants report pursuant to Section 3.16(a) shall not give rise to an indemnification
obligation by the Trustee pursuant to this Section 3.16(b), unless such failure was due in part to the fault of the Trustee; provided
further, however, that such a failure to deliver the applicable accountants report will be deemed to be an event of default by the
Trustee. Furthermore, the Trustee shall have no liability under this Section 3.16(b) for any failure by it to perform any of its
obligations if such failure was caused by a failure of the Trustor to perform any obligation required to be performed by the Trustor
hereunder that is necessary for the Trustee to be able to perform any such obligation of the Trustee, including, but not limited to, a
failure by the Trustor to perform an obligation required of the Trustor under Section 6.1 hereof. Notwithstanding the foregoing, in no
event shall the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 3.16(b). This indemnity
shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee and the Administrative Agent, as
applicable.
(c) Each of the Trustee and the Administrative Agent shall reasonably cooperate with the Trustor in connection
with the satisfaction of the Trust's reporting requirements under the Exchange Act. The parties hereto acknowledge that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, and agree to comply with requests made by the Trustor, the Trustee and the Administrative Agent in
reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
Each of the Trustee and Administrative Agent shall cooperate fully with the Trustor, as applicable, to deliver to the Trustor, the
Trustee or the Administrative Agent, as applicable (including any of their assignees or designees), any and all statements, reports,
certifications, records and any other information necessary in the reasonable good faith determination of the Trustor, the Trustee
and the Administrative Agent, as applicable, to permit the Trustor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Trustee, as applicable, or the servicing of the Underlying Securities, reasonably believed by the Trustor
to be necessary in order to effect such compliance; provided that such information is available to such party without unreasonable
effort or expense and within such timeframe as may be reasonably required. The Trustee and the Administrative Agent shall have a
reasonable period of time to comply with any request made under this Section 3.16(c) but in any event, shall, upon reasonable advance
request, provide information in sufficient time to allow the Trustor to satisfy any related filing requirements.
(d) Each of the Trustee and the Administrative Agent, as applicable, shall (i) upon written request of the
Trustor, confirm in writing within five (5) Business Days of receipt of such request that the following is true and correct, or if it
is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Trustor of any of the
-32-
following, and (ii) as promptly as practicable following the Trustee and the Servicing Participant (in each case on behalf of itself
and any of its Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Trustor
that any of the following is not true and correct: (A) the Trustee and the Administrative Agent has not been terminated as trustee
in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or
trigger, other than as disclosed in the applicable Prospectus Supplement; (B) no material noncompliance with the applicable Servicing
Criteria with respect to other securitizations involving the Trustee and Administrative Agent, as applicable, as servicer or trustee
has been disclosed or reported by the Trustee or Administrative Agent, as applicable, other than as disclosed in the applicable
Prospectus Supplement; (C) no material changes to the Trustee's and Administrative Agent's, as applicable, policies or procedures
with respect to the servicing function or trustee function it will perform under this Agreement for corporate bonds of a type similar
to the Underlying Securities have occurred during the three-year period immediately preceding the Closing Date, other than as
disclosed in the applicable Prospectus Supplement; (D) there is no material risk that any aspects of the Trustee's and Administrative
Agent's, as applicable, financial condition could have a material impact on the performance of the Underlying Securities or the
Certificates, other than as disclosed in the applicable Prospectus Supplement; (E) there are no legal or governmental proceedings
pending (or known to be contemplated) against the Trustee or Administrative Agent, as applicable, that would be material to
Certificateholders other than as disclosed in the applicable Prospectus Supplement; and (F) there are no affiliations, relationships
or transactions relating to the Trustee and Administrative Agent, as applicable, with respect to the issuance of the Certificates and
any party thereto identified by the Trustor of a type described in Item 1119 of Regulation AB other than as disclosed in the
applicable Prospectus Supplement.
(e) Each of The Trustee and Administrative Agent shall promptly provide (but in any event at least seven (7)
Business Days prior to the date a Form 10-D would be required to be filed) any necessary disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D to the extent such information relates to such party or its Affiliates.
In addition, the Trustor shall provide the Trustee any similar disclosure relating to the Trustor and its affiliates that the Trustor
has actual knowledge of in connection with the preparation of the Form 10-D; provided that the Trustor's failure to deliver such
information shall not excuse the Trustee from the timely filing the applicable Form 10-D and the Trustee shall be entitled to deem
that the Trustor has no such information in such event.
(f) Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate
compliance by the Trustor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of
the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties' obligations hereunder
will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the
requirements of Regulation AB, (c) the parties shall comply with requests made by the Trustor or the Administrative Agent, as
applicable, for delivery of additional or different information as the Trustee, the Administrative Agent or the Trustor may determine
in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be
-33-
required to effect any such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB.
(g) Each of the Trustee and the Administrative Agent shall execute a reasonable reliance certificate to enable
the Person who signs the reports mandated by the Exchange Act (including any reports required under the Xxxxxxxx-Xxxxx Act) (the
"Certifying Person") on which the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity's officers, directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") to rely upon each annual compliance statement provided pursuant to Section 3.15 and any accountants report
delivered pursuant to Section 3.16.
Section 3.17 Access to Certain Documentation. The Trustee and the Administrative Agent, if any, shall provide
to any federal, state or local regulatory authority that may exercise authority over any Certificateholder access to the
documentation regarding the Underlying Securities required by applicable laws and regulations. Such access shall be afforded without
charge, but only upon reasonable request and during normal business hours at the offices of the Trustee and Administrative Agent, if
any, designated by each of them. In addition, access to the documentation regarding the Underlying Securities related to a given
Series (or Class within such Series) will be provided to any Certificateholder of such Series (or Class) upon reasonable request
during normal business hours at the offices of the Trustee and Administrative Agent designated by each of them at the expense of the
Certificateholder requesting such access.
Section 3.18 Duties of the Administrative Agent. Notwithstanding any other provision of this Agreement, with
respect to any Series, the applicable Series Supplement may provide that any Administrative Agent appointed pursuant to such Series
Supplement shall have no rights and no duties, obligations or liabilities except as provided in such Series Supplement and herein.
Section 3.19 Trustor to Furnish Names and Addresses of Holders to Trustee. The Trustor shall furnish or cause
to be furnished to the Trustee not more than five days before each Distribution Date, and at such other times as the Trustee may
request in writing, a list, in such form as the Trustee may reasonably require, to the extent such information is in the possession
or control of the Trustor or any of its paying agents, of the Holders of Certificates as of the close of business on the applicable
record date of the Underlying Securities; provided, however, that so long as the Trustee maintains the Certificate Register, no such
list shall be required to be furnished.
Section 3.20 Preservation of Information, Communications to Holders. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of the Holders of Certificates contained in the most recent list
furnished to the Trustee as provided in Section 3.20 and the names and addresses of Holders of Certificates received by the Trustee
in its capacity as Certificate registrar. The Trustee may destroy any list furnished to it as provided in such Section 3.20 upon
receipt of a new list so furnished.
-34-
(b) Holders shall have the right to communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Agreement or under the Certificates.
(c) The Trustor, the Trustee and the Certificate registrar shall have the protection of TIA Section 312(c).
Section 3.21 Reports by Trustee. If required by TIA Section 313(a), within 60 days after December 31 of each
year, the Trustee shall mail to (i) each Holder as required by TIA Section 313(c) and (ii) the Depositor, a brief report dated as of
such date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b). A copy of any report
delivered pursuant to this Section 3.21 shall, at the time of its mailing to Holders and the Depositor, be filed by the Trustee with
the Commission and each stock exchange, if any, on which the Certificates are listed. The Depositor shall notify the Trustee if and
when the Certificates are listed on any stock exchange.
ARTICLE IV
DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS
Section 4.1 Distributions. On each Distribution Date for a given Series of Certificates, the Trustee shall
apply funds in the Certificate Account for such Series in the manner and priority set forth in the Series Supplement for such
Series. Notwithstanding any other provisions in this Agreement, the right of the Holder of any Certificate to receive any such
distributions in the manner and priority set forth in the Series Supplement for such Series and to institute suit for the enforcement
of any such payment on or after the date such payment is payable, shall not be impaired without the consent of such Holder.
Section 4.2 Reports to Certificateholders. Unless otherwise specified in the applicable Series Supplement, on
the next Business Day following each such Distribution Date the Trustee or the Administrative Agent, if any, as specified in such
Series Supplement, shall forward or cause to be forwarded to the Trustor, each Certificateholder of such Series and such other
Persons as may be specified in such Series Supplement, a statement setting forth:
(i) the applicable record dates, accrual dates, determination dates for calculating distributions and actual
distribution dates for the distribution period;
(ii) the amount of cash flows received and the sources thereof relating to the distribution on such Distribution
Date to Certificateholders of each Class of such Series allocable to principal and premium, if any, and interest on the
Certificates of each such Class; and the amount of aggregate unpaid interest accrued as of such Distribution Date;
(iii) the amount of fees, compensation and expenses accrued and paid and the party receiving such fees and
expenses and such other customary information as the Trustee and Administrative Agent, as applicable, deems necessary or
desirable, or that any such Certificateholder reasonably requests, to enable such Certificateholders to prepare their tax
returns;
-35-
(iv) the amount of payments accrued or paid relating to any provider of Credit Support and the party receiving
such payments;
(v) the amount of excess cash flow or excess spread, if any;
(vi) the original and thereafter, the number and the aggregate stated principal amount and, if applicable,
Notional Amount of the Underlying Securities related to such Series at the close of business on such Distribution Date;
(vii) the original and thereafter, the aggregate Stated Amount (or Notional Amount, if applicable) of each Class
of such Series for such Distribution Date;
(viii) in the case of each Class of Floating Rate Certificates of such Series, the respective Floating
Pass Through Rate applicable to each such Class on such Distribution Date, as calculated in accordance with the method
specified in such Certificates and the related Series Supplement;
(ix) [RESERVED]
(x) as to any Series (or any Class within such Series) for which Credit Support has been obtained, the amount
or Notional Amount of coverage of each element of Credit Support (and rating, if any, thereof) included therein as of the
close of business on such Distribution Date;
(xi) the original and thereafter, the number and amount of Underlying Securities for such Distribution Date;
(xii) the delinquency and loss information for such distribution period, if applicable;
(xiii) if the Series Supplement provides for Advances, the aggregate amount of Advances, if any, included
in such distribution, and the aggregate amount of unreimbursed Advances, if any, at the close of business on such
Distribution Date;
(xiv) if the Series Supplement provides for modifications, extensions or waivers to the Underlying Securities
terms, fees, penalties or payments during the distribution period, descriptions of such material extensions or waivers;
(xv) material breaches of Underlying Securities representations or warranties or other transaction covenants of
which the Trustee or Administrative Agent has actual notice;
(xvi) if the Series Supplement provides for early amortization, liquidation or other performance triggers,
information on ratio, information relating to coverage or other tests used for determining any early amortization,
liquidation or other performance triggers and whether the trigger was met; and
-36-
(xvii) if the Series Supplement provides for the issuance of securities secured by the Underlying
Securities, material information relating to such issuance.
In the case of information furnished pursuant to subclauses (ii) and (iii) above, the amounts shall be expressed as
a Dollar amount (or the equivalent thereof in any other Specified Currency) per minimum denomination of Certificates or for such
other specified portion thereof. Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish
to each person who at any time during each such calendar year was a Certificateholder a statement containing the information set
forth in subclauses (ii) and (iii) above, aggregated for such calendar year or the applicable portion thereof during which such
person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant to any requirements of the Code and the Treasury
Regulations as are from time to time in effect.
Section 4.3 Advances. (a) Unless otherwise specified in the applicable Series Supplement, an Administrative
Agent appointed pursuant to the Series Supplement shall have no obligation to make Advances (as defined below) with respect to the
Underlying Securities or in favor of the Holders of any Series (or Class within such Series) of Certificates. However, as and to the
extent provided in the Series Supplement for a given Series, and subject to the terms of paragraphs (b) and (c) of this Section 4.3,
on or prior to each Distribution Date, such Administrative Agent shall advance or cause to be advanced in immediately available funds
to the Trustee for deposit in the Certificate Account for such Series an advance (each, an "Advance") in an amount equal, unless
otherwise specified in the related Series Supplement, to the aggregate of distributions of principal, premium (if any) and interest
due on the Underlying Securities for such Series (or Class) during the related Collection Period, to the extent remaining unpaid at
the time of such Advance. In satisfaction of its obligation to make such Advances, the Administrative Agent shall make such Advances
from either (i) its own funds or (ii) funds with respect to the Underlying Securities for such Series or Class on deposit in the
Certificate Account for such Series, if any, that do not constitute Available Funds with respect to such Distribution Date; provided,
however, that, to the extent the Administrative Agent shall have made Advances from funds on deposit in the applicable Certificate
Account, the Administrative Agent shall immediately deposit funds equal to the aggregate amount of such Advances into such
Certificate Account on any subsequent Distribution Date to the extent that amounts on deposit in such Certificate Account on such
Distribution Date are less than the amount of distributions required to be made on such Distribution Date pursuant to Section 4.1 and
the related Series Supplement. The Administrative Agent may recover Advances from late collections received by the Trustee on the
applicable Underlying Securities, proceeds from any applicable Credit Support, if any, and Liquidation Proceeds with respect to the
Underlying Securities for such Series or Class, as specified in the related Series Supplement, as to which any such unreimbursed
Advance was made.
(b) Notwithstanding any provision herein to the contrary, no Advance shall be required to be made hereunder if
the Administrative Agent reasonably believes that it will be unable to recover such Advance from related late collections, Credit
Support proceeds, if any, or Liquidation Proceeds with respect to the applicable Underlying Securities. It is further understood and
agreed that the Administrative Agent shall not be obligated to make any
-37-
Advances in respect of reductions in the amount of collections on the Underlying Securities due to bankruptcy proceedings with respect
to the Underlying Securities or the obligors thereof.
(c) Notwithstanding any provision herein to the contrary, unless otherwise provided in the Series Supplement
for a given Series, any Advances made in respect of any Underlying Securities related to such Series (or Class within such
Series) that are subsequently deemed by the Administrative Agent to be nonrecoverable from related late collections, Credit Support
proceeds, if any, or Liquidation Proceeds may be reimbursed to the Administrative Agent through the application of amounts on deposit
in the Certificate Account for such Series allocable to any of such Underlying Securities prior to the distributions of interest,
premium (if any) and principal with respect to the Certificates of such Series or Class.
Section 4.4 Compliance with Withholding Requirements. The Trustee shall request, and, to the extent that it
receives the same pursuant to such request, be required to deliver all appropriate tax certifications and forms necessary to enable
the Trustee or its agents on behalf of the Trust, to satisfy its obligations under this Agreement or determine its duties and
liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in respect of the
Certificateholders under any present or future law or regulation of the United States or any present or future law or regulation of
any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any law or
regulation, and to pay, deduct or withhold any such taxes or charges and remit them to the relevant taxing authorities as required
under law. Such certification may take the form of a correct, complete and executed U.S. Internal Revenue Service Form W-8BEN,
W-8IMY, or W-9, (or any successors thereto), including appropriate attachments, as applicable, that identifies the beneficial owner
of the Certificate. If any withholding tax is imposed on the payment (or allocations of income) to any Certificateholder, such tax
shall reduce the amount otherwise distributable to such Holder. The Trustee is hereby authorized and directed to retain from amounts
otherwise distributable to any Holder sufficient funds for the payment of any tax that is legally owed by the Trust (but such
authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings and withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings), or that the Trustee may otherwise determine it is obligated to
withhold under applicable law or regulation. The amount of any withholding tax imposed with respect to any Holder shall be treated
as cash distributed to such Holder at the time it is withheld by the Trustee and remitted to the appropriate taxing authority. If
there is a possibility that withholding tax is payable with respect to a distribution, the Trustee may in its sole discretion
withhold such amounts in accordance with this Section 4.4. If any Holder wishes to apply for a refund of any such withholding tax,
the Trustee shall reasonably cooperate with such Holder in making such claim so long as such Xxxxxx agrees to reimburse the Trustee
for any out-of-pocket expenses incurred. The Trustee shall use reasonable efforts to give notice to each Holder of any such
withholding requirement at least 10 days prior to the date of the payment from which amounts are required to be withheld.
Section 4.5 Optional Exchange. (a) The terms and conditions, if any, upon which Certificates of any Series
(or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be
specified in the related Series Supplement; provided that any right of exchange shall be exercisable only to the extent that the
Trustor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would
-38-
not be inconsistent with the Trustor's and the Trust's continued satisfaction of the applicable requirements for exemption under Rule
3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules,
regulations and interpretations thereunder and (ii) s such exchange would not cause the Trust to be taxable as a corporation for
federal income tax purposes. Such terms may relate to, but are not limited to, the following:
(1) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such
Series;
(2) a minimum Stated Amount or Notional Amount, as applicable, with respect to Certificates being tendered for
exchange by a single Holder;
(3) a requirement that the Stated Amount or Notional Amount, as applicable, of each Certificate tendered for
exchange be an integral multiple of an amount specified in such Series Supplement;
(4) specified dates during which a Holder may effect such an exchange (each, an "Optional Exchange Date");
(5) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit
Support or Underlying Securities which are not debt securities; and
(6) adjustments to the value of the proceeds of any exchange based upon required prepayment of future expense
allocations and if provided for in the applicable Series Supplement the establishment of a reserve for any anticipated
Extraordinary Trust Expenses.
(b) Unless otherwise provided in the applicable Series Supplement, no Certificate may be exchanged pursuant to
the preceding paragraph unless the Trustee has received at least 30 days but not more than 45 days prior to an Optional Exchange Date
in accordance with delivery instructions specified in the applicable Series Supplement (i) such Certificate with the form entitled
"Option to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with
its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such
Certificate, the Stated Amount or Notional Amount of such Certificate to be exchanged and the Certificate number or a description of
the tenor and the terms of such Certificate, a statement that the option to elect exchange is being exercised thereby and an
assurance that the Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Certificate
duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter, and such Certificate and form duly completed must be received by such Trustee by such fifth Business Day.
Any tender of a Certificate by the Holder thereof for exchange shall be irrevocable. Unless otherwise provided in the applicable
Series Supplement, the exchange option may be exercised pursuant to this Section by the Holder of a Certificate for
-39-
less than the Stated Amount or Notional Amount of such Certificate as long as the Stated Amount or Notional Amount remaining
Outstanding after such exchange is an authorized denomination and all other exchange requirements set forth in the related Series
Supplement are satisfied. Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates for the
remaining Stated Amount or Notional Amount thereof shall be issued (which, in the case of any Certificate, shall be in the name of the
Holder of such exchanged Certificate).
(c) Upon the completion of any such Optional Exchange, the Trustee shall give prompt written notice thereof to
the Rating Agency.
ARTICLE V
THE CERTIFICATES
Section 5.1 The Certificates. The Certificates of any Series (or Class within such Series) will be issued in
fully registered form as Certificates and shall be substantially in the form of the exhibits with respect thereto attached to the
applicable Series Supplement. The aggregate Stated Amount or Notional Amount of Certificates which may be authenticated and
delivered under this Agreement is unlimited.
The Certificates may be issued in one or more Series, each of which Series may be issued in one or more Classes,
with such further particular designations added or incorporated in such title for the Certificates of any particular Series or Class
within such Series as the Board of Directors may determine. Each Certificate shall bear upon its face the designation so selected
for the Series and Class to which it belongs. All Certificates of the same Series and Class shall be identical in all respects
except for the denominations thereof. All Certificates of all Classes within any one Series at any time Outstanding shall be
identical except for differences among the Certificates of the different Classes within such Series specified in the applicable
Series Supplement. Except as otherwise provided in a Series Supplement, all Certificates of a particular Series (and all Classes
within such Series) issued under this Agreement shall be in all respects equally and ratably entitled to the benefits hereof without
preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the
terms and provisions of this Agreement.
Each Series (and all Classes within such Series) of Certificates shall be created by a Series Supplement authorized
by the Board of Directors and establishing the terms and provisions of such Series. The several Series may differ as between Series
and any Class may vary as between the other Classes within any given Series in respect of any of the following matters:
(1) designation of such Series and Class;
(2) the dates on which or periods during which the Certificates of such Series and Class may be issued;
-40-
(3) the number of Classes, the maximum Stated Amount or Notional Amount of Certificates of each Class that may
be issued and any priorities or subordination among Classes of a Series with respect to distributions from the Trust;
(4) for each Class of Certificates, the Pass Through Rate and, in the case of each Class of Floating Rate
Certificates, the method for calculating such Pass Through Rate;
(5) the terms of the Letter of Credit, if any, or of the Surety Bond, if any, or of any other Credit Support
for the benefit of the Certificateholders of such Series or Class or group of Classes;
(6) the places, if any, in addition to or instead of the Corporate Trust Office of the Trustee (in the case of
Certificates), where the principal of (and premium, if any) and interest on Certificates of such Series and Class shall be
distributable;
(7) the authorized denominations (if other than $100,000 and integral multiples of $1,000 in excess
thereof) with respect to such Series or Class;
(8) the Collection Periods, the Distribution Dates and the Scheduled Final Distribution Dates for such Series
and Class;
(9) the types of Underlying Securities that will be included in the Trust for such Series and the manner and
priorities of allocating distributions with respect to collections of principal (and premium, if any) and interest payments
allocable to such Underlying Securities among Holders of Certificates of different Classes (including whether the
Certificates of any such Class are to be entitled to receive principal distributions with disproportionate, nominal or no
interest distributions, or interest distributions with disproportionate, nominal or no principal distributions, and, in each
case, the applicable terms thereof);
(10) the amount, if any, to be deposited on the Closing Date in the Certificate Account for such Series;
(11) the manner in which the Reserve Account, if any, is to be funded, the amount, if any, to be deposited
therein on the Closing Date and the Requisite Reserve Amount, if any, for such Series or Class;
(12) the terms of any Guaranteed Investment Contract sold as part of the related Trust;
(13) the provisions, if any, for the optional exchange of the Certificates of such Series by the
Certificateholders of such Series and the periods within which or the dates on which, and the terms and conditions on which,
such Certificates may be exchanged in whole or in part for a pro rata portion of the Underlying Securities related to such
Series;
-41-
(14) whether the Certificates of such Series or Class are to be issued as Discount Certificates and the amount
of discount with which such Certificates may be issued;
(15) whether the Certificates of such Series or Class are to be issued in whole or in part in the form of one or
more Global Securities and, in such case, the Depositary for such Global Security or Securities and the terms and
conditions, if any, upon which interests in such Global Security or Securities may be exchanged in whole or in part for the
individual Certificates represented thereby;
(16) if other than Dollars, the Currency in which Certificates of such Series or Class shall be denominated or
in which distributions of the principal of (and premium, if any) and interest on such Certificates may be made and any other
terms concerning such payment;
(17) if the principal of (and premium, if any) or interest on Certificates of such Series or Class are to be
distributable, at the election of the Trustor or a Holder thereof, in a Currency other than that in which such Certificates
are denominated or distributable without such election, the periods within which and the terms and conditions upon which
such election may be made and the time and the manner of determining the exchange rate between the Currency in which such
Certificates are denominated or distributable without such election and the Currency in which such Certificates are to be
distributed if such election is made;
(18) any additional Administrative Agent Termination Events or representations, warranties or covenants provided
for with respect to Certificates of such Series;
(19) provisions with respect to the terms for which the definitions set forth in Article I permit or require
further specification in the related Series Supplement, including:
(a) "Accounting Date";
(b) "Accreted Amount";
(c) "Administrative Agent";
(d) "Administrative Fee";
(e) "Available Funds";
(f) "Basic Documents";
(g) "Calculation Agent";
(h) "Call Premium Percentage";
-42-
(i) "Closing Date";
(j) "Collection Period";
(k) "Corporate Trust Office";
(l) "Credit Support";
(m) "Credit Support Instrument";
(n) "Credit Support Provider";
(o) "Cut-off Date";
(p) "Depositary";
(q) "Depository Agreement";
(r) "Discount Certificates";
(s) "Distribution Date";
(t) "Event of Default";
(u) "Extraordinary Trust Expense";
(v) "Final Scheduled Distribution Date";
(w) "Fixed Pass Through Rate";
(x) "Floating Pass Through Rate";
(y) "Floating Rate Certificate";
(z) "Global Securities";
(aa) "Guaranteed Investment Contract";
(bb) "Letter of Credit";
(cc) "Limited Guarantor";
(dd) "Limited Guaranty";
(ee) "Notional Amount";
(ff) "Optional Exchange Date";
(gg) "Pass Through Rate";
-43-
(hh) "Permitted Investments";
(ii) "Place of Distribution";
(jj) "Purchase Price";
(kk) "Qualified Substitute Underlying Security";
(ll) "Rating Agency";
(mm) "Rating Agency Condition";
(nn) "Record Date";
(oo) "Required Interest";
(pp) "Required Premium";
(qq) "Required Principal";
(rr) "Required Percentage";
(ss) "Required Rating";
(tt) "Requisite Reserve Amount";
(uu) "Retained Interest";
(vv) "Scheduled Final Distribution Date";
(ww) "Specified Currency";
(xx) "Surety Bond";
(yy) "Underlying Security Provider";
(zz) "Underlying Security Purchase Agreement";
(aaa) "Underlying Securities";
(bbb) "Underlying Securities Issuer";
(ccc) "Underlying Securities Schedule";
(ddd) "Trust";
(eee) "Trustee";
(fff) "Trust Termination Event";
-44-
(ggg) "Voting Rights";
(20) rights and remedies provided to any Credit Support Provider with respect to all or a portion of the Trust
for such Series or Class;
(21) any restrictions on the sale and transfer of the Certificates, including restrictions arising out of the
Employee Retirement Income Security Act of 1974, as amended, the Code or the Treasury Regulations; and
(22) any other provisions expressing or referring to the terms and conditions upon which the Certificates of
such Series or Class are to be issued under this Agreement that do not prevent such Certificates from receiving the Required
Rating.
In the absence of any specification pursuant to this Section 5.1 with respect to Certificates of any Series, the
Certificates of such Series shall be issuable only as Certificates in denominations of $25 and in integral multiples thereof and
shall be payable only in Dollars.
A different Trustee and an Administrative Agent may be appointed by the Trustor for each Series of Certificates
prior to the issuance of such Series provided that the Rating Agency Condition is met. If the initial Trustee is to be other than
U.S. Bank Trust National Association, or there is to be an Administrative Agent, then such Series Supplement shall provide for the
appointment of such Trustee or such Administrative Agent or both, as applicable, of such Series and shall add or change any of the
provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the trusts hereunder and of the
Underlying Securities; it being understood that nothing contained herein or in such Series Supplement shall constitute the Trustees
for different Series as co-trustees for the same Series or the administrative agents for different Series as co-administrative agents
for the same Series, and that each Trustee shall be a trustee of a trust or trusts separate and apart from any trust or trusts
hereunder of any other Trustee, and that each Administrative Agent shall be an administrative agent of a Trust separate and apart
from any other Trust. Upon final appointment of any new Trustee or Administrative Agent, the Trustee shall provide a notice of such
appointment to the Rating Agency not later than 15 days following such appointment.
Section 5.2 Execution, Authentication and Delivery. (a) The Certificates shall be executed by the Trustor by
its President, its Treasurer, one of its Vice Presidents, or one of its Finance Officers. The signature of any of these officers may
be manual or facsimile.
Certificates bearing the manual or facsimile signature of individuals who were at any time the proper officers of
the Trustor shall be binding, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.
(b) Each Certificate shall be dated as of the later of the date specified in the related Series Supplement and
the date of its authentication.
(c) No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any
purpose, unless there appears on such Certificate a certificate of authentication substantially in one of the forms provided for
herein executed by the Trustee by
-45-
the manual signature of one of its authorized signatories, and such certificate upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly authenticated and delivered hereunder and is entitled to the benefits of this
Agreement.
Section 5.3 Temporary Certificates. Pending the preparation of Definitive Certificates of any Series (or
Class within such Series), the Trustor may execute, and upon receipt of a Trustor Order, the Trustee shall authenticate and deliver
temporary Certificates which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the Definitive Certificates in lieu of which they are issued, in registered form and with
such appropriate insertions, omissions, substitutions and other variations as may be authorized by such Trustor Order. Any such
temporary Certificate may be in global form, representing all or a portion of the Outstanding Certificates of such Series or Class.
Every such temporary Certificate shall be executed by the Trustor and shall be authenticated and delivered by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect, as the Definitive Certificate or Definitive
Certificates in lieu of which it is issued.
If temporary Certificates of any Series (or Class within such Series) are issued, the Trustor will cause Definitive
Certificates of such Series or Class to be prepared without unreasonable delay and (a) after the preparation of Definitive
Certificates of such Series or Class, the temporary Certificates of such Series or Class shall be exchangeable for Definitive
Certificates of such Series or Class upon surrender of the temporary Certificates of such Series or Class at the office of the
Trustee in a Place of Distribution for such Series or Class, without charge to the Holder, except as provided in Section 5.4 in
connection with a transfer and (b) upon surrender for cancellation of any one or more temporary Certificates of any Series or Class
within such Series the Trustor shall execute and the Trustee shall authenticate and deliver in exchange therefor Definitive
Certificates with a like Stated Amount or Notional Amount, as applicable, of the same Series (or Class within such Series) of
authorized denominations and of like tenor. Until so exchanged, temporary Certificates of any Series (or Class within such
Series) shall in all respects be entitled to the same benefits under this Agreement as Definitive Certificates of such Series or
Class, except as otherwise specified in the applicable Series Supplement with respect to the payment of interest on Global Securities
in temporary form.
Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual
Definitive Certificates represented thereby pursuant to this Section 5.3 or Section 5.4, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the aggregate Stated Amount or Notional Amount, as applicable, evidenced thereby,
whereupon the aggregate Stated Amount or Notional Amount, as applicable, of such temporary Global Security shall be reduced for all
purposes by the amount so exchanged and endorsed.
Section 5.4 Registration; Registration of Transfer and Exchange. The Trustee shall cause to be kept a
register for each Series of Certificates (the registers maintained in such office and in any other office or agency of the Trustee in
a Place of Distribution being herein sometimes collectively referred to as the "Certificate Register") in which a transfer agent and
registrar (which may be the Trustee) (the "Certificate Registrar") shall provide for the registration of Certificates and the
registration of transfers and exchanges of Certificates. The
-46-
Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided; provided, however, that the Trustee may appoint one or more co-Certificate Registrars. Upon any
resignation of any Certificate Registrar, the Trustor shall promptly appoint a successor or, in the absence of such appointment, assume
the duties of Certificate Registrar.
If a Person other than the Trustee is appointed by the Trustor as Certificate Registrar, the Trustor will give the
Trustee prompt written notice of the appointment of a Certificate Registrar and of the location, and any change in the location, of
the Certificate Register, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Certificate
Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Certificates and the principal amounts
and numbers of such Certificates. Upon surrender for registration of transfer of any Certificate of any Series (or Class within such
Series) at the office or agency of the Trustee, if the requirements of Section 8- 401(1) of the Uniform Commercial Code are met to
the Trustor's satisfaction, the Trustor shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of any authorized denominations, of a like Series, Class and aggregate Stated
Amount or Notional Amount, as applicable.
Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the
individual Certificates represented thereby, a Global Security representing all or a portion of the Certificates of a Series (or
Class within such Series) may not be transferred except as a whole by the Depositary for such Series or Class to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such Series or Class or a nominee of such successor Depositary.
At the option of the Holder, Certificates of any Series (or Class within such Series) (other than a Global Security,
except as set forth below) may be exchanged for other Certificates of the same Series or Class of any authorized denomination or
denominations of like tenor and aggregate Stated Amount or Notional Amount, as applicable, upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Trustor shall execute and the Trustee shall authenticate and deliver the Certificates that the Holder making the
exchange is entitled to receive.
If at any time the Depositary for the Certificates of a Series (or Class within such Series) notifies the Trustor
that it is unwilling or unable to continue as Depositary for the Certificates of such Series or Class or if at any time the
Depositary for the Certificates of such Series or Class shall no longer be eligible under Section 5.9(b), the Trustor shall appoint a
successor Depositary with respect to the Certificates of such Series or Class. If a successor Depositary for the Certificates of
such Series or Class is not appointed by the Trustor within 90 days after the Trustor receives such notice or becomes aware of such
ineligibility, the Trustor's election pursuant to Section 5.1 shall no longer be effective with respect to the Certificates of such
Series or Class and the Trustor will execute, and the Trustee, upon receipt of a Trustor Order for the authentication and delivery of
individual Certificates of such Series or Class, will authenticate and deliver individual Certificates of such Series or Class in an
aggregate Stated Amount or Notional Amount, as applicable, equal to the aggregate Stated
-47-
Amount or Notional Amount, as applicable, of the Global Security or Securities representing Certificates of such Series or Class in
exchange for such Global Security or Securities.
The Trustor may at any time and in its sole discretion determine that individual Certificates of any Series (or
Class within such Series) issued in the form of one or more Global Securities shall no longer be represented by such Global Security
or Securities. In such event the Trustor shall execute, and the Trustee, upon receipt of a Trustor Order for the authentication and
delivery of individual Certificates of such Series or Class, shall authenticate and deliver, individual Certificates of such Series
or Class in an aggregate Stated Amount or Notional Amount, as applicable, equal to the aggregate Stated Amount or Notional Amount, as
applicable, of the Global Security or Securities representing Certificates of such Series or Class in exchange for such Global
Security or Securities.
If specified by the Trustor pursuant to Section 5.1 with respect to a Series (or Class within such Series) of
Certificates, the Depositary for such Series may surrender a Global Security for such Series or Class in exchange in whole or in part
for individual Certificates of such Series or Class on such terms as are acceptable to the Trustor and such Depositary.
Thereupon, the Trustor shall execute, and the Trustee, upon receipt of a Trustor Order, shall authenticate and
deliver, without service charge,
(i) to each Person specified by such Depositary a new individual Certificate or Certificates of the same
Series or Class, of any authorized denomination as requested by such Person in an aggregate Stated Amount or Notional
Amount, as applicable, equal to and in exchange for such Person's beneficial interest in the Global Security; and
(ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the
aggregate Stated Amount or Notional Amount, as applicable, of the surrendered Global Security and the aggregate Stated
Amount or Notional Amount, as applicable, of individual Certificates delivered to Holders thereof.
In any exchange provided for in any of the preceding three paragraphs, the Trustor shall execute, and the Trustee,
upon receipt of a Trustor Order, will authenticate and deliver individual Certificates in registered form in authorized
denominations. Upon the exchange of a Global Security for individual Certificates, such Global Security shall be cancelled by the
Trustee. Individual Certificates issued in exchange for a Global Security pursuant to this Section 5.4 shall be registered in such
names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its
Participants, any indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Certificates to the
Persons in whose names such Certificates are so registered.
All Certificates issued upon any registration of transfer or exchange of Certificates shall constitute complete and
indefeasible evidence of ownership in the Trust related to such Certificates and be entitled to the same benefits under this
Agreement as the Certificates surrendered upon such registration of transfer or exchange.
-48-
Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the
Trustor, the Trustee or the Certificate Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustor, the Trustee and the Certificate Registrar, duly executed, by the Holder thereof or his attorney duly
authorized in writing, with such signature guaranteed by a brokerage firm or financial institution that is a member of a Securities
Approved Medallion Program such as Securities Transfer Agents Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or
New York Stock Exchange Inc. Medallion Signature Program (MSP).
No service charge shall be made to a Holder for any registration of transfer or exchange of Certificates, but the
Trustor may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Certificates, other than exchanges pursuant to Section 5.3 not involving any transfer.
Section 5.5 Mutilated, Destroyed, Lost and Stolen Certificates. If (i) any mutilated Certificate is
surrendered to the Trustee at its Corporate Trust Office (in the case of Certificates) or (ii) the Trustor and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustor and the
Trustee such security or indemnity as they may require to hold each of them and any Paying Agent harmless, and neither the Trustor
nor the Trustee receives notice that such Certificate has been acquired by a bona fide purchaser, then the Trustor shall execute and
the Trustee, upon receipt of a Trustor Order, shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate a new Certificate of the same Series and Class of like tenor, form, terms and principal amount,
bearing a number not contemporaneously Outstanding. Upon the issuance of any new Certificate under this Section, the Trustor may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in respect thereto and any
other expenses (including the fees and expenses of the Trustee) connected therewith.
Every new Certificate of any Series or Class issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust related to such Series, whether or not the destroyed, lost or stolen Certificate
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately
with any and all other Certificates of that Series or Class duly issued hereunder. The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates.
Section 5.6 Distribution of Interest; Interest Rights Preserved. (a) Interest on any Certificate that is
payable and is punctually paid or duly provided for on any Distribution Date shall be distributed to the Person in whose name such
Certificate (or one or more Predecessor Certificates) is registered at the close of business on the related Record Date
notwithstanding the cancellation of such Certificate upon any transfer or exchange subsequent to such related Record Date. The
distribution of interest on Certificates shall be made at the Corporate Trust Office (except as otherwise specified pursuant to
Section 5.1) or, at the option of the Trustee, by check mailed to the address of the Person entitled thereto as such address shall
-49-
appear in the Certificate Register or, if provided pursuant to Section 5.1 and in accordance with arrangements satisfactory to the
Trustee, at the option of the Holder by wire transfer to an account designated by the Holder.
(b) Subject to the foregoing provisions of this Section 5.6, each Certificate delivered under this Agreement
upon transfer of or in exchange for or in lieu of any other Certificate shall carry the rights to interest accrued and undistributed,
and to accrue, that were carried by such other Certificate.
(c) All computations of interest due with respect to any Certificate of any Series or Class within such Series
shall be made as specified in the Series Supplement applicable to that particular Series or Class of Certificates.
(d) With respect to any computations or calculations to be made under this Agreement, the applicable Series
Supplement and the Certificates, except as otherwise provided, (i) all percentages resulting from any calculation of accrued interest
will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded
upward, and (ii) all currency amounts will be rounded to the nearest one hundredth of a unit (with .005 of a unit being rounded
upward).
(e) Notwithstanding any other provisions in this Agreement, the right of the Holder of any Certificate to
receive any of the payments described above in this Section 5.6, and to institute suit for the enforcement of any such payment on or
after the date such payment is payable, shall not be impaired without the consent of such Holder.
Section 5.7 Persons Deemed Owners. The Trustor, the Trustee and the Administrative Agent, if any, and any
agent of the Trustor, the Trustee or the Administrative Agent, if any, may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions of principal of (and premium, if any) and
(subject to Section 5.6) interest, if any, on such Certificate and for all other purposes whatsoever, whether or not such Certificate
be overdue, and neither the Trustor, the Trustee, the Administrative Agent, if any, nor any agent of the Trustor, the Trustee nor the
Administrative Agent, if any, shall be affected by notice to the contrary. All distributions made to any Holder, or upon his order,
shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability for moneys distributable
upon such Certificate.
None of the Trustor, the Trustee, the Administrative Agent, if any, or any of their agents will have any
responsibility or liability for any aspect of the records relating to or distributions made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests. In connection with any notice or other communication to be provided to Holders pursuant to this Agreement by the Trustee
with respect to any consent or other action to be taken by Holders, the Trustee shall establish a record date for such consent or
other action and in the case of Global Certificates, give the Depositary notice of such record date not less than 15 calendar days in
advance of such record date to the extent possible. Such record date shall be the later of thirty (30) days prior to the first
solicitation of such consent or other action or the date of the most recent list of Holders furnished to the Trustee pursuant to
Section 3.20 hereof.
-50-
Section 5.8 Cancellation. Unless otherwise specified pursuant to Section 5.1 for Certificates of any Series,
all Certificates surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. No Certificates shall be authenticated in lieu of or in
exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement.
Section 5.9 Global Securities. (a) If the Series Supplement pursuant to Section 5.1 provides that a Series
(or Class within such Series) of Certificates shall be represented by one or more Global Securities, then the Trustor shall execute
and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate initial Stated
Amount or Notional Amount, as applicable, equal to the aggregate initial Stated Amount or Notional Amount, as applicable, of the
Certificates of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered, in the name
of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee
to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for the individual Certificates represented hereby, this Global Security may not
be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary."
No Holder of a Certificate of such Series or Class will receive a Definitive Certificate representing such Holder's
interest in such Certificate or Certificates, except as provided in Section 5.11. Unless and until definitive, fully registered
Certificates (the "Definitive Certificates") have been issued to Holders of such Series or Class pursuant to Section 5.11:
(i) the provisions of this Section 5.9 shall be in full force and effect;
(ii) the Certificate Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of
this Agreement (including the distribution of principal of, and premium, if any, and interest on the Certificates and the
giving of instructions or directions hereunder) as the sole Holder of the Certificates of such Series or Class, and shall
have no obligation to the owners of beneficial interests in such Series or Class (collectively, the "Certificate Owners");
(iii) to the extent that the provisions of this Section 5.9 conflict with any other provisions of this Agreement,
the provisions of this Section 5.9 shall control;
(iv) the rights of Certificate Owners of such Series or Class shall be exercised only through the Depositary and
shall be limited to those established by law and agreements between such Certificate Owners and the Depositary or its
Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of
Holders of Certificates of such Series or Class evidencing a specified percentage of the aggregate Voting Rights of such
Series or Class,
-51-
the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such
effect from Certificate Owners of such Series or Class or Participants in such Depositary's system owning or representing,
respectively, such required percentage of the beneficial interest in the Certificates of such Series or Class and has
delivered such instructions to the Trustee.
(b) Each Depositary designated pursuant to Section 5.1 for a Global Security in registered form must, at the
time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act
and any other applicable statute or regulation.
Section 5.10 Notices to Depositary. Whenever a notice or other communication to the Holders of a Series or
Class within such Series represented by one or more Global Securities is required under this Agreement, unless and until Definitive
Certificates for such Series or Class shall have been issued to such Certificate Owners pursuant to Section 5.11, the Trustee shall
give all such notices and communications specified herein to be given to Holders of the Certificates of such Series to the
Depositary, and shall have no obligation to the Certificate Owners.
Section 5.11 Definitive Certificates. If in respect of a Series (or Class within such Series) represented by
one or more Global Securities (i) the Trustor advises the Trustee in writing that the Depositary is no longer willing or able to
properly discharge its responsibilities with respect to the Certificates of such Series or Class and the Trustor is unable to locate
a qualified successor, (ii) the Trustor at its option advises the Trustee in writing that it elects to terminate the book-entry
system for such Series or Class through the Depositary or (iii) after the occurrence of an Administrative Agent Termination Event,
Certificate Owners representing beneficial interests aggregating at least a majority (or such other Required Percentage–Definitive
Certificates that may be specified in a Series Supplement) of the Voting Rights of the Certificates of such Series or Class advise
the Depositary in writing that the continuation of a book-entry system for such Series or Class through the Depositary is no longer
in the best interests of the Certificate Owners of such Series or Class, then the Depositary shall notify all Certificate Owners or
Participants in the Depositary's system with respect to such Series or Class and the Trustee of the occurrence of any such event and
of the availability of Definitive Certificates for such Series or Class to Certificate Owners of such Series or Class requesting the
same. Upon surrender to the Trustee of the Global Securities of such Series or Class by the Depositary, accompanied by registration
instructions, the Trustor shall execute and the Trustee shall authenticate the Definitive Certificates of such Series or Class in
accordance with the instructions of the Depositary. None of the Trustor, the Certificate Registrar or the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates of such Series or Class, the Trustee shall recognize the holders of the
Definitive Certificates of such Series or Class as Holders.
Section 5.12 Currency of Distributions in Respect of Certificates. (a) Except as otherwise specified pursuant
to Section 5.1 for Certificates of any Series (or Class within such Series), distributions of the principal of (and premium, if
any) and interest on Certificates of such Series or Class will be made in Dollars.
-52-
(b) For purposes of any provision of the Agreement where the Holders of Outstanding Certificates may perform an
act that requires that a specified percentage of the aggregate Voting Rights of the Certificates of all Series perform such act and
for purposes of any decision or determination by the Trustee of amounts due and not distributed for the principal of (and premium, if
any) and interest on the Certificates of all Series in respect of which moneys are to be disbursed ratably, the principal of (and
premium, if any) or notional amount of, as applicable, and interest on the Outstanding Certificates denominated in a Foreign Currency
will be the amount in Dollars based upon exchange rates, determined as specified pursuant to Section 5.1 for Certificates of such
Series, as of the date for determining whether the Holders entitled to perform such act have performed it or as of the date of such
decision or determination by the Trustee, as the case may be.
(c) With respect to Certificates of any Series (or Class within such Series), any decision or determination to
be made regarding exchange rates shall be made by an Exchange Rate Agent appointed by the Trustor; provided that such Exchange Rate
Agent shall accept such appointment in writing and the terms of such appointment shall be acceptable to the Trustee and shall, in the
opinion of the Trustor at the time of such appointment, require such Exchange Rate Agent to make such determination by a method
consistent with the method provided in the applicable Series Supplement for the making of such decision or determination. All
decisions and determinations of such Exchange Rate Agent regarding exchange rates shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Trustor, the Trustee and all Holders of
the Certificates of such Series or Class.
(d) If distributions in respect of a Certificate are required to be made in a Specified Currency other than
Dollars and such currency is unavailable due to the imposition of exchange controls or other circumstance beyond the control of the
Trustee, the Administrative Agent, if any, and the Trustor or is no longer used by the government of the country issuing such
Specified Currency or is no longer commonly used for the settlement of transactions by public institutions of or within the
international banking community, then all distributions in respect of such Certificate shall be made in Dollars until such Specified
Currency is again so used in the manner specified in the related Series Supplement.
Section 5.13 Conditions of Authentication and Delivery of New Series. Certificates of a new Series may be
issued at any time and from time to time after the execution and delivery of this Agreement. The Trustor shall execute and deliver
Certificates of such Series to the Trustee and the Trustee shall authenticate and deliver such Certificates upon a Trustor Order and
upon delivery by the Trustor to the Trustee of the following:
(1) Board Resolution. A Board Resolution (or action by a Person authorized by Board Resolution) authorizing
the execution, authentication and delivery of the Certificates and specifying the Series, the Classes within such Series and
their respective Final Scheduled Distribution Dates, priorities as to distributions of principal, premium (if any) and
interest, aggregate initial Stated Amounts and Notional Amounts, if any, and Pass Through Rates of, if any, each Class of
such Series of Certificates to be authenticated and delivered and the method of calculation thereof.
-53-
(2) Series Supplement. A Series Supplement consistent with the applicable provisions of this Agreement,
accompanied by a Board Resolution (or action by a Person authorized by Board Resolution) authorizing such Series Supplement
(and, in the case of the first Series to be authenticated and delivered hereunder, authorizing this Agreement).
(3) Certificates of the Trustor.
(a) An Officer's Certificate of the Trustor, dated as of the Closing Date, to the effect that the
Trustor is not in breach of this Agreement and that the issuance of the Certificates applied for
will not result in any breach of any of the terms, conditions, or provisions of, or constitute a
default under, the Trustor's Certificate of Incorporation or bylaws, or any indenture, mortgage,
deed of transfer or other agreement or instrument to which the Trustor is a party or by which it
or its property is bound or any order of any court or administrative agency entered in any
Proceeding to which the Trustor is a party or by which it or its property may be bound or to which
it or its property may be subject.
(b) An Officer's Certificate of the Trustor, dated as of the Closing Date, to the effect that attached
thereto are true and correct copies of letters signed by the Rating Agency (or other evidence
satisfactory to the Trustee) and confirming that the related Certificates have received the
Required Rating.
(4) Requirements of Series Supplement. Such other funds, accounts, documents, certificates, agreements,
instruments or opinions as may be required by the terms of the Series Supplement creating such Series.
If all the Certificates of a Series are not to be originally issued at the same time, then the documents required to be delivered
pursuant to this Section 5.13 must be delivered only once, prior to the authentication and delivery of the first Certificate of such
Series; provided, however, that any subsequent Trustor Order to the Trustee to authenticate Certificates of such Series upon original
issuance shall constitute a representation and warranty by the Trustor that, as of the date of such request, the statements made in
the Officer's Certificates delivered pursuant to this Section 5.13 shall be true and correct as if made on such date.
Section 5.14 Appointment of Paying Agent. The Trustee may appoint one or more paying agents (each, a "Paying
Agent") with respect to the Certificates of any Series. Any such Paying Agent shall be authorized to make distributions to
Certificateholders of such Series from the Certificate Account for such Series pursuant to the provisions of the applicable Series
Supplement and shall report the amounts of such distributions to the Trustee. Any Paying Agent shall have the revocable power to
withdraw funds from such Certificate Account for the purpose of making the distributions referred to above. The Trustee may revoke
such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The Paying Agent
-54-
shall initially be the Trustee and any co-paying agent chosen by the Trustor and acceptable to the Trustee, including, if and so long
as any Series or Class within such Series is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent
in Luxembourg or another European city. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days' notice to the
Trustee. In the event that the Trustee shall no longer be the Paying Agent, the Trustee shall appoint a successor or additional Paying
Agent. The Trustee shall cause each successor to act as Paying Agent to execute and deliver to the Trustee an instrument in which such
successor or additional Paying Agent shall agree with the Trustee that (i) it will hold all sums, if any, held by it for distribution
to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be distributed to
such Certificateholders and (ii) it will give the Trustee notice of any default by any obligor on the applicable Series of Certificates
or on the Underlying Securities. The Paying Agent shall return all unclaimed funds to the Trustee and upon removal shall also return
all funds in its possession to the Trustee. The provisions of Sections 8.1, 8.2, 8.3, 8.5 and 8.9 shall apply to the Trustee also in
its role as Paying Agent, for so long as the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent
shall include any co-paying agent unless the context requires otherwise. Notwithstanding anything contained herein to the contrary, the
appointment of a Paying Agent pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations,
responsibilities or liabilities arising under this Agreement other than with respect to funds paid to such Paying Agent.
Section 5.15 Authenticating Agent. (a) The Trustee may appoint one or more Authenticating Agents (each, an
"Authenticating Agent") with respect to the Certificates of any Series which shall be authorized to act on behalf of the Trustee in
authenticating such Certificates in connection with the issuance, delivery and registration of transfer or exchange of such
Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
must be acceptable to the Trustor and the Administrative Agent, if any. Notwithstanding anything contained herein to the contrary,
the appointment of an Authenticating Agent pursuant to this Section 5.15 shall not release the Trustee from the duties, obligations,
responsibilities or liabilities arising under this Agreement.
(b) Any institution succeeding to the corporate agency business of any Authenticating Agent shall continue to
be an Authenticating Agent without the execution or filing of any power or any further act on the part of the Trustee or such
Authenticating Agent. An Authenticating Agent may at any time resign by giving notice of resignation to the Trustee and to the
Trustor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such
Authenticating Agent and to the Trustor. Upon receiving such a notice of resignation or upon such a termination, or in case at any
time an Authenticating Agent shall cease to be acceptable to the Trustee or the Trustor, the Trustee promptly may appoint a successor
Authenticating Agent. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless acceptable to the Administrative Agent, if any, and the Trustor. The
Trustee agrees to pay to each
-55-
Authenticating Agent from time to time reasonable compensation for its services under this Section. The provisions of Section 8.1, 8.2
and 8.3 shall be applicable to any Authenticating Agent.
(c) Pursuant to an appointment made under this Section, the Certificates may have endorsed thereon, in lieu of
the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form:
This is one of the Certificates described in the Trust Agreement and the related Series Supplement.
_________________________________________________________
_________________________________________________________
as Authenticating Agent
for the Trustee,
By: _____________________________________________________
Authorized Signatory
Section 5.16 Events of Default. If any Event of Default shall occur and be continuing with respect to any
class of Certificates, then, and in each and every case, the Trustee shall exercise any rights in respect of the related Underlying
Securities as provided in the applicable Series Supplement.
Section 5.17 Control by Holders. The Holders of Outstanding Certificates representing the Required Percentage
– Direction of Trustee shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form
satisfactory to the Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy
available to the Trustee with respect to any Issuer Payment Default; provided, however, that:
(i) such direction shall not be in conflict with any rule of law or with this Agreement;
(ii) subject to Section 8.7, the Trustee need not take any action that it determines might cause it to incur any
liability or might materially adversely affect the rights of any Holders not consenting to such action.
Section 5.18 Waiver of Past Defaults. The Holders of Outstanding Certificates representing the Required
Percentage – Direction of Trustee may waive any past default and its consequences except (i) an Issuer Payment Default or other
default in the payment of principal of or interest on any of the Certificates or (ii) a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of each Certificate. In the case of any such waiver,
the Trustor, the Trustee and the Holders shall be restored to their
-56-
former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereto.
ARTICLE VI
THE TRUSTOR AND THE ADMINISTRATIVE AGENT
Section 6.1 Preparation and Filing of Exchange Act Reports; Obligations of the Trustor and the Administrative
Agent. (a) The Administrative Agent, if any, shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement and the related Series Supplement. The Trustee shall:
(1) on behalf of the Trust, prepare for signature by the Trustor and file with the Commission, following the
execution thereof by the Trustor, within the time period set forth below, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe), if any, which the Trustor on behalf of the Trust may be required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act or otherwise required by Regulation AB (collectively,
"Reports") with respect to the Trust.
(2) The names of such Reports and the dates on which they are required to be filed with the Commission are as
follows:
(i) Form 8-K, in substantially the form previously provided by the Trustor to the Trustee, within 15
calendar days after the Closing Date and each Distribution Date, and within the time advised to the Trustee by the
Trustor if the filing of Form 8-K is necessary for any other reason;
(ii) Form 10-D, in substantially the form previously provided by the Trustor to the Trustee, within 15
calendar days after each Distribution Date; and
(iii) Form 10-K, in substantially the form previously provided by the Trustor to the Trustee, within 90
calendar days after December 31 of each year;
(iv) such other Reports as the Trustor requests the Trustee to prepare and file from time to time as
may be required pursuant to Section 13 or 15(d) of the Exchange Act or as otherwise required by Regulation AB;
(3) receive from the Trustor, within 15 days after the Trustor is required to file the same with the
Commission, such additional information, documents and reports with respect to compliance by the Trustor with the conditions
and covenants of this Agreement, if any, as may be required to be filed with the Commission from time to time by such rules
and regulations;
(4) receive from the Trustor and transmit by mail to all Holders described in TIA Section 313(c), in the manner
and to the extent provided therein, such summaries of
-57-
any information, documents and reports required to be filed by the Trustor and received pursuant to clauses (i) and (ii) of
this Section 6.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission.
The Trustor acknowledges and agrees that the performance of the Trustee's obligations under this Section 6.1 is in
part dependent upon the Trustor providing certain of the relevant information to be included in the applicable reports in a timely
fashion and upon one or more officers of the Trustor executing the applicable reports in a timely manner. The Trustor shall
reasonably cooperate with the Trustee in connection with the Trustee's performance of its obligations under this Section 6.1. The
Trustor shall designate the financial printer or other entity (the "Report Filer") (which may be the Trustor) that will be
responsible for the processing of the applicable reports and the Trustor shall reimburse the Trustee for the reasonable out of pocket
fees of the Financial Filer; provided that, to the extent the Trustor fails to designate the Report Filer, the Trustee shall choose a
Financial Filer. Notwithstanding the immediately preceding sentence, the Trustee shall have no liability for the performance of the
Financial Filer to the extent any failure of the Financial Filer occurs through no fault of the Trustee.
(b) The Trustor shall deliver to the Trustee, not less often than annually, an Officer's Certificate signed by
an Executive Officer who is the principal executive officer, principal financial officer or principal accounting officer of the
Trustor, dated as of the date set forth in the Series Supplement for such year, stating that:
(1) a review of the activities of the Trustor during such fiscal year and of performance under this Agreement
has been made under such Executive Officer's supervision; and (2) to the best of such Executive Officer's knowledge, based
on such review, the Trustor has fulfilled all of its obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such default known to such Executive Officer and
the nature and status thereof. A copy of such certificate may be obtained by any Holder by a request in writing to the
Trustor addressed to the Corporate Trust Office of the Trustee.
(c) If and only if the Series Supplement provides for the pledge of the Underlying Securities to the Trustee
(and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the
Trustor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been
taken with respect to the recording and filing of this Agreement, any agreements supplemental hereto and any other requisite
documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to
perfect and make effective the lien and security interest of this Agreement and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.
(d) If and only if the Series Supplement provides for the pledge of the Underlying Securities to the Trustee
(and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), at least annually after the
Closing Date, the Trustor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording and
-58-
refiling of this Agreement, any agreements supplemental hereto and any other requisite documents and with respect to the execution and
filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by
this Agreement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to
maintain the lien and security interest created by this Agreement. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Agreement, any agreements supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the
lien and security interest of this Agreement until such date in the following calendar year.
(e) If and only if the Series Supplement provides for the pledge of the Underlying Securities to the Trustee
(and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee),
(i) whenever any property or securities are to be released from the lien of this Agreement, the Trustor shall
furnish to the Trustee an Officer's Certificate of the Trustor certifying or stating the opinion of each Person signing such
certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and
stating that in the opinion of such person the proposed release will not impair the security under this Agreement in
contravention of the provisions hereof.
(ii) whenever the Trustor is required to furnish to the Trustee an Officer's Certificate of the Trustor
certifying or stating the opinion of any signatory thereof as to the matters described in clause (i) above, the Trustor
shall also furnish to the Trustee an Independent Certificate as to the same matters if the fair value of the property or
securities and of all other property or securities released from the lien of this Agreement since the commencement of the
then current calendar year, as set forth in the certificates required by clause (i) above and this clause (ii), equals 10%
or more of the principal amount of the Outstanding Certificates, but such certificate need not be furnished in the case of
any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate of the
Trustor is less than $25,000 or less than one percent of the then principal amount of the Outstanding Certificates.
(iii) prior to the deposit with the Trustee of any securities that are to be made the basis for the
authentication and delivery of Certificates, the withdrawal of cash constituting a part of the trust estate or the release
of any property or securities subject to the lien of this Agreement, the Trustor shall furnish to the Trustee an Officer's
Certificate of the Trustor certifying or stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such deposit) to the Trustor of the securities to be so deposited.
(iv) whenever the Trustor is required to furnish to the Trustee an Officer's Certificate of the Trustor
described in clause (iii) above, the Trustor shall also deliver to the Trustee an Independent Certificate as to the same
matters, if the fair value to the Trustor of the securities to be so deposited and of all other such securities made the
basis of any such withdrawal or release since the commencement of the then current fiscal year
-59-
of the Trustor, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more
of the principal amount of the Outstanding Certificates, but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Trustor as set forth in the related Officer's Certificate of the
Trustor is less than $25,000 or less than one percent of the principal amount of the Outstanding Certificates.
(v) subject to the payment of its fees and expenses hereunder, the Trustee may, and when required by the
provisions of this Agreement, shall, execute instruments to release property from the lien of this Agreement, or convey the
Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this
Agreement. No party relying upon an instrument executed by the Trustee in connection therewith shall be bound to ascertain
the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.
(vi) the Trustee shall at such time as there are no Outstanding Certificates and all sums due to the Trustee
hereunder have been paid, release any remaining portion of the trust estate that secured the Certificates from the lien of
this Agreement and release to the Trustor or any other Person entitled thereto any funds then included in the trust estate.
(f) Upon any application or request by the Trustor to the Trustee to take any action under the provisions of
this Agreement, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which
constitutes a condition precedent), the Trustor shall furnish to the Trustee: (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with, (ii) an Opinion
of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if
required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of
the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Agreement shall include:
(i) a statement that such signatory of such certificate or opinion has read or has caused to be read such
covenant or condition and the definitions herein relating thereto;
(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based;
(iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or
investigations as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or
condition has been complied with; and
-60-
(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been
complied with.
(g) A copy of each 10-K shall be delivered to each Rating Agency promptly after filing.
Section 6.2 Merger or Consolidation of the Trustor or the Administrative Agent. (a) Subject to the following
paragraph, the Trustor will keep in full effect its existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation, and the Administrative Agent, if any, will keep in full effect its existence, rights and
franchises under the laws of the jurisdiction of its incorporation or association. The Trustor and the Administrative Agent, if any,
each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of
the Underlying Securities and to perform its respective duties under this Agreement. (b) The Trustor and an Administrative Agent, if
any, may consolidate or merge with or into any other Person, provided that:
(i) the Person (if other than the Trustor or Administrative Agent, as applicable) formed by or surviving such
consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee,
in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the
part of the Trustor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the
applicable Series Supplement or Supplements;
(ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event
which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred
and be continuing;
(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and
(iv) the Trustor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply
with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied
with.
Section 6.3 Limitation on Liability of the Trustor and the Administrative Agent. (a) Unless otherwise
expressly specified in this Agreement or a Series Supplement, neither the Administrative Agent, if any, nor the Trustor shall be
under any obligation to expend or risk its own funds or otherwise incur financial liability in the performance of its duties
hereunder or under a Series Supplement or in the exercise of any of its rights or powers if reasonable grounds exist for believing
that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
-61-
(b) Neither the Trustor, an Administrative Agent, if any, nor any of the directors, officers, employees or
agents of the Trustor or such Administrative Agent shall be under any liability to any Trust or the Certificateholders of any Series
for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Trustor, any such Administrative Agent or any such person
against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on such
Administrative Agent pursuant hereto, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.
Neither the Trustor nor an Administrative Agent, if any, shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not
involve it in any expense or liability; provided, however, that either of the Trustor or such Administrative Agent may in its
discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder. The legal expenses and costs of such action and
any liability resulting (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be allocated as
specified in the applicable Series Supplement.
Section 6.4 Limitation on Resignation of the Administrative Agent. An Administrative Agent appointed pursuant
to the applicable Series Supplement shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment
by the Trustee of a successor administrative agent and receipt by the Trustee of a letter from the Rating Agency that such a
resignation and appointment will satisfy the Rating Agency Condition or (b) upon a determination that its duties hereunder are no
longer permissible under applicable law. Any such determination pursuant to clause (b) of the preceding sentence permitting the
resignation of the Administrative Agent shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the
Trustor. No resignation of an Administrative Agent shall become effective until the Trustee or a successor administrative agent
shall have assumed the Administrative Agent's responsibilities, duties, liabilities (other than those liabilities arising prior to
the appointment of such successor) and obligations under this Agreement.
Section 6.5 Rights of the Trustor in Respect of the Administrative Agent. An Administrative Agent appointed
pursuant to the applicable Series Supplement shall afford the Trustor and the Trustee, upon reasonable notice, during normal business
hours, access to all records maintained by the Administrative Agent in respect of its rights and obligations hereunder and access to
officers of the Administrative Agent responsible for such obligations. Upon request, the Administrative Agent shall furnish to the
Trustor and the Trustee the Administrative Agent's most recent financial statements and such other information relating to its
capacity to perform its obligations under this Agreement as the Administrative Agent possesses. To the extent such information is
not otherwise available to the public, the Trustor and the Trustee shall not disseminate any information obtained pursuant to the
preceding two sentences without the Administrative Agent's written consent, except as required pursuant to this Agreement to the
-62-
extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies
or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Trustor, the Trustee or the Trust. The Trustor may, but is not obligated to, enforce the obligations of
the Administrative Agent under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Administrative Agent under this Agreement or exercise the rights of the Administrative Agent under this
Agreement; provided, however, that the Administrative Agent shall not be relieved of any of its obligations under this Agreement by
virtue of such performance by the Trustor or its designee. The Trustor shall not have any responsibility or liability for any action
or failure to act by the Administrative Agent and is not obligated to supervise the performance of the Administrative Agent under
this Agreement or otherwise.
Section 6.6 Trustor May Purchase Certificates. The Trustor may at any time purchase Certificates in the open
market or otherwise. Certificates so purchased by the Trustor may, at the discretion of the Trustor, be held or resold.
Certificates beneficially owned by the Trustor will be disregarded for purposes of determining whether the required percentage of the
aggregate Voting Rights has given any request, demand, authorization, direction, notice, consent or waiver hereunder.
Section 6.7 The Administrative Agent and Other Parties. The Person serving as an Administrative Agent, if
any, appointed pursuant to the applicable Series Supplement may be the Trustor, the Trustee or an Affiliate of either thereof, and
may have normal business relationships with the Trustor, the Trustee or any Affiliates thereof.
Section 6.8 Preferential Collection of Claims Against Trustor. The Trustee shall comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent required by TIA Section 311(a).
ARTICLE VII
ADMINISTRATIVE AGENT TERMINATION EVENTS
Section 7.1 Administrative Agent Termination Events. (a) "Administrative Agent Termination Event," wherever
used herein with respect to any Series of Certificates, means any one of the following events:
(i) a failure by any Administrative Agent specified in the applicable Series Supplement to remit to the
Trustee, pursuant to the terms of this Agreement, any funds in respect of collections on Underlying Securities, Credit
Support, if any, and Advances, if any, collected by the Administrative Agent pursuant to the terms of this Agreement that
continues unremedied for a period of two days after the date upon which written notice of such failure, requiring the same
to be remedied, shall have been given to the Administrative Agent by the Trustor or the Trustee (in which case notice shall
be provided by telecopy), or to the Administrative Agent, the Trustor and the Trustee by the
-63-
Holders of Certificates of such Series representing at least 25% of the aggregate Voting Rights; or
(ii) a failure on the part of any Administrative Agent specified in the applicable Series Supplement to observe
or perform in any material respect any other of the covenants or agreements on the part of the Administrative Agent
contained in the Certificates of such Series or in this Agreement which continues unremedied for a period of 10 days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
Administrative Agent by the Trustor or the Trustee, or to the Administrative Agent, the Trustor and the Trustee by the
Holders of Certificates of such Series representing at least 25% of the aggregate Voting Rights; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding,
or for the winding up or liquidation of its affairs, shall have been entered against the Administrative Agent, if any,
specified in the applicable Series Supplement and such decree or order shall have remained in force undischarged or unstayed
for a period of 30 days; or
(iv) any Administrative Agent specified in the applicable Series Supplement shall consent to the appointment of
a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Administrative Agent or of or relating to all or substantially all its property; or
(v) any Administrative Agent specified in the applicable Series Supplement shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) if so specified in the related Series Supplement, any failure of the Administrative Agent, if any,
specified in the applicable Series Supplement to make any Advances required to be made from its own funds pursuant to
Section 4.3 which continues unremedied until twelve o'clock noon New York City time on the Business Day immediately following
the day on which such Advance was required to have been made; or
(vii) any additional Administrative Agent Termination Event that may be specified with respect to such Series in
the related Series Supplement.
Each Series Supplement shall specify as to each of the foregoing clauses requiring a vote of Holders of different Classes the
circumstances and manner in which the aggregate Voting Rights applicable to each such clause shall be calculated.
-64-
(b) Unless otherwise provided in the applicable Series Supplement and provided an Administrative Agent shall
have been appointed pursuant to the applicable Series Supplement, so long as an Administrative Agent Termination Event with respect
to the related Series of Certificates shall have occurred and be continuing, the Trustor or the Trustee may, and at the written
direction of the Holders of Certificates evidencing not less than the "Required Percentage – Administrative Agent Termination" of the
aggregate Voting Rights, the Trustee shall, by notice in writing to such Administrative Agent (and to the Trustor if given by the
Trustee or to the Trustee if given by the Trustor) terminate all the rights and obligations of the Administrative Agent specified in
the applicable Series Supplement in its capacity as Administrative Agent with respect to such Series under this Agreement, to the
extent permitted by law, and in and to the Underlying Securities relating to such Series (other than any Retained Interest of the
Administrative Agent, if any) and the proceeds thereof. On or after the receipt by such Administrative Agent of such written notice,
all authority and power of the Administrative Agent under this Agreement relating to such Series, whether with respect to the
Certificates (other than as a Holder of any Certificate) of such Series or the Underlying Securities relating to such Series or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 7.1(b), and without limitation, the Trustee
is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the expense of the
Administrative Agent, any and all documents and other instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
such Underlying Securities and related documents, or otherwise. The Administrative Agent, if any, specified in the applicable Series
Supplement agrees promptly (and in any event not later than ten Business Days subsequent to such notice) to provide the Trustee with
all documents and records requested by it to enable it to assume the functions of the Administrative Agent under this Agreement
relating to such Series, and to cooperate with the Trustee in effecting the termination of the Administrative Agent's
responsibilities and rights under this Agreement relating to such Series, including the transfer within one Business Day to the
Trustee for administration by it of all cash amounts and investments which shall at the time be or should have been credited by the
Administrative Agent to the Certificate Account relating to such Series or thereafter be received with respect to such Underlying
Securities; provided, however, that the Administrative Agent shall continue to be entitled to receive all amounts accrued or owing to
it under this Agreement on or prior to the date of such termination, whether in respect of Advances or otherwise, and shall continue
to be entitled to the benefits of Section 6.3 notwithstanding any such termination.
Section 7.2 Trustee to Act; Appointment of Successor. On and after the time an Administrative Agent, if any,
specified in the applicable Series Supplement receives a notice of termination pursuant to Section 7.1, the Trustee shall be the
successor in all respects to the Administrative Agent in its capacity as Administrative Agent under this Agreement or the applicable
Series Supplement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Administrative Agent (except for any representations or warranties
of the Administrative Agent under this Agreement and except as otherwise provided herein or in the applicable Series Supplement) by
the terms and provisions hereof including the Administrative Agent's obligation, if any, to make Advances pursuant to Section 4.3;
provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make Advances, then the Trustee
shall not be obligated to make such Advances pursuant to Section 4.3; and provided
-65-
further, that any failure to perform such duties or responsibilities caused by the Administrative Agent's failure to provide
information required by Section 7.1 shall not be considered a default by the Trustee as successor to the Administrative Agent
hereunder. As compensation therefor, the Trustee shall be entitled to the amounts relating to the Underlying Securities of a given
Series to which such Administrative Agent would have been entitled if the Administrative Agent had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Holders
of Certificates of such Series evidencing not less than the Required Percentage – Administrative Agent Termination of the
aggregate Voting Rights, so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, an Administrative Agent acceptable to the Rating Agency (such acceptance to be evidenced by satisfaction of the Rating Agency
Condition with respect to such appointment) and having a net worth of not less than $15,000,000, as the successor to such
Administrative Agent under this Agreement with respect to such Series in the assumption of all or any part of the responsibilities,
duties or liabilities of such Administrative Agent under this Agreement with respect to such Series. The Trustee, the Trustor and any
such successor Administrative Agent may agree upon the compensation to be paid with respect thereto; provided, however, that in no
event shall such compensation be greater than the compensation payable to the Administrative Agent under this Agreement. No appointment
of a successor Administrative Agent under this Agreement shall be effective until the assumption by the successor Administrative Agent
of all the responsibilities, duties and liabilities placed on the Administrative Agent hereunder and under the related Series
Supplement. Pending appointment of a successor Administrative Agent under this Agreement, the Trustee shall act in such capacity as and
to the extent hereinabove provided.
Section 7.3 Notification to Certificateholders. (a) Upon any such termination pursuant to Section 7.2 or
appointment of a successor Administrative Agent, the Trustee shall give prompt written notice thereof to Certificateholders of the
affected Series in the manner provided in Section 10.5.
(a) Within 60 days after the occurrence of any Administrative Agent Termination Event or event which but for
the lack of notice or passage of time or both would constitute an Administrative Agent Termination Event with respect to any Series,
the Trustee shall transmit by mail to all Certificateholders of such Series notice of each such Administrative Agent Termination
Event or event which but for lack of notice or passage of time or both would constitute an Administrative Agent Termination Event
which is known to the Trustee, unless such Administrative Agent Termination Event or event which but for lack of notice or passage of
time or both would constitute an Administrative Agent Termination Event shall have been cured or waived.
Section 7.4 Waiver of Administrative Agent Termination Events. Unless otherwise provided in the applicable
Series Supplement, the Holders of Certificates of the related Series evidencing not less than the Required Percentage – Waiver of the
aggregate Voting Rights may, on behalf of all Certificateholders of such Series, (i) if so provided in the applicable Series
Supplement, waive compliance by the Trustor, the Trustee or the Administrative Agent, if any, with certain restrictive provisions of
this Agreement as set forth in such Series Supplement prior to the time such compliance is required and (ii) waive any Administrative
Agent Termination Event or event which but for lack of notice or passage of time or both would constitute an
-66-
Administrative Agent Termination Event with respect to such Series; provided, however, that an Administrative Agent Termination Event
or event which but for lack of notice or passage of time or both would constitute an Administrative Agent Termination Event with
respect to such Series regarding the failure to distribute, in accordance with the terms of this Agreement, amounts received with
respect to any Underlying Security or any such event with respect to such Series in respect of a covenant or provision of this
Agreement the modification or amendment of which would require the consent of the Holders of all outstanding Certificates of such
Series, may be waived only by all the Certificateholders of such Series. Upon any such waiver of an Administrative Agent Termination
Event or event which but for lack of notice or passage of time or both would constitute an Administrative Agent Termination Event with
respect to such Series, such Administrative Agent Termination Event or event which but for lack of notice or passage of time or both
would constitute an Administrative Agent Termination Event shall cease to exist and shall be deemed to have been remedied for every
purpose hereunder. No such waiver shall extend to any subsequent or other Administrative Agent Termination Event or event which but for
lack of notice or passage of time or both would constitute an Administrative Agent Termination Event or impair any right consequent
thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.1 Duties of Trustee; Notice of Defaults. (a) The Trustee, prior to the occurrence of an
Administrative Agent Termination Event or Event of Default with respect to any Series and after the curing of all such Administrative
Agent Termination Events or Events of Default which may have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement and the related Series Supplement. During the period an Administrative Agent Termination
Event or Event of Default with respect to any Series shall have occurred and be continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of such person's own affairs. Any permissive right of the Trustee
enumerated in this Agreement shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of
this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument
is found not to conform to the requirements of this Agreement, the Trustee shall take action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee's satisfaction, the Trustee will provide notice thereof
to the Trustor, Administrative Agent, if any, and Certificateholders.
(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own misconduct; provided, however, that:
-67-
(i) prior to the occurrence of an Administrative Agent Termination Event or Event of Default with respect to
any Series, and after the curing of all such Administrative Agent Termination Events or Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,
the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in
this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform
to the requirements of this Agreement;
(ii) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and
(iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of Holders of the Required Percentage – Direction of Trustee of
the aggregate Voting Rights of a given Series (or Class or group of Classes within such Series) relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;
(iv) the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there is reasonable
ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or
be responsible for the manner of performance of, any obligations of an Administrative Agent, if any, appointed pursuant to
the applicable Series Supplement, under this Agreement except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of, such an Administrative Agent in accordance
with and only to the extent provided in this Agreement;
(v) except for actions expressly authorized by this Agreement, the Trustee shall take no actions reasonably
likely to impair the interests of the Trust in any Underlying Security now existing or hereafter acquired or to impair the
value of any Underlying Security now existing or hereafter acquired;
(vi) except as expressly provided in this Agreement, the Trustee shall not engage in any activity other than
those required or authorized by the terms of this Agreement. In particular, after the Closing Date the Trustee shall not
purchase or otherwise acquire any additional securities, modify or permit the modification of any Trust Asset or otherwise
vary the investment of the Certificateholders or incur or modify any obligations, (i) except as expressly required or
permitted by the terms of this Agreement or (ii) unless the Trustee obtains, at the expense of the Certificateholders, an
-68-
Opinion of Counsel to the effect that such acquisition, incurrence or modification will not cause the Trust (unless
otherwise indicated in a related Series Supplement) to fail to be classified as a grantor trust for federal income tax
purposes; and
(vii) in the event that the Paying Agent or the Certificate Registrar shall fail to perform any obligation, duty
or agreement in the manner or on the day required to be performed by the Paying Agent or Certificate Registrar, as the case
may be, under this Agreement, the Trustee shall be obligated promptly upon its knowledge thereof to perform such obligation,
duty or agreement in the manner so required.
(d) The Trustee shall have the legal power to exercise all of the rights, powers and privileges of holders of
the Underlying Securities in which the Certificates evidence an interest. However, neither the Trustee (except as specifically
provided herein or in the TIA) nor the Trustor shall be under any obligation whatsoever to appear in, prosecute or defend any action,
suit or other proceeding in respect of Underlying Securities or Certificates.
(e) Neither the Trustee nor the Trustor shall have any obligation on or with respect to the Underlying
Securities, except as provided in this Article VIII with respect to the Trustee; and their respective obligations with respect to
Certificates shall be solely as set forth in this Agreement.
(f) If there is an event of default (as defined in the indenture or other document pursuant to which the
Underlying Securities were issued) with respect to any Underlying Security and such default is known to the Trustee, the Trustee
shall promptly give notice to the Depositary or, if the Certificates are Definitive Certificates, directly to Holders thereof as
provided in Section 10.5 hereof (and in the manner and to the extent provided in TIA Section 313(c)) within 10 days after such event
of default occurs. Such notice shall set forth (i) the identity of the Underlying Securities, (ii) the date and nature of such
default, (iii) the face amount of the obligation to which such default relates, (iv) the identifying numbers of the Series and Class
of Certificates, or any combination, as the case may be, evidencing the obligations (or portions thereof) described above in clause
(iii), and (v) any other information which the Trustee may deem appropriate.
(g) Holders of Certificates shall have no recourse against the Trustor or the Trustee for payment defaults on
the Underlying Securities.
Section 8.2 Certain Matters Affecting the Trustee. (a) Except as otherwise provided in Section 8.1:
(i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel and any written advice or Opinion of Counsel shall be full and
complete authorization and protection in respect of any action
-69-
taken or suffered or omitted by it hereunder in good faith and in accordance with such written advice or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations,
upon the occurrence of an Administrative Agent Termination Event or Event of Default (which has not been cured or waived),
to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the circumstances in the conduct of such person's own affairs;
(iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of an Administrative Agent Termination Event hereunder and after the curing of all
Administrative Agent Termination Events which may have occurred, the Trustee shall not be bound to make any investigation
into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine, unless requested in
writing to do so by Holders of the Required Percentage – Direction of Trustee of the aggregate Voting Rights of the affected
Series (or Class or Classes within any such Series), as specified by the applicable Series Supplement; provided, however,
that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or
liability as a condition to taking any such action;
(vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys or a custodian and shall not be liable for such persons' actions if it has
selected such persons with reasonable care; and
(vii) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in any
Certificate Account or Reserve Account at the direction of an Administrative Agent or the Trustor pursuant to Section 3.10.
(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee, may
be enforced by it without the possession of any of the Certificates of any Series (or Class within such Series), or the production
thereof at the trial or
-70-
other Proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for
the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.
Section 8.3 Trustee Not Liable for Recitals in Certificates or Underlying Securities. The Trustee assumes no
responsibility for the correctness of the recitals contained herein and in the Certificates or in any document issued in connection
with the sale of the Certificates (other than the signature and authentication on the Certificates). Except as set forth in
Section 8.12, the Trustee makes no representations or warranties as to the validity or sufficiency of this Agreement or of the
Certificates of any Series (other than the signature and authentication on the Certificates) or of any Underlying Security or related
document. The Trustee shall not be accountable for the use or application by the Trustor or the Administrative Agent, if any, of any
of the Certificates or of the proceeds of such Certificates.
Section 8.4 Trustee May Own Certificates. The Trustee in its individual capacity or any other capacity may
become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee.
Section 8.5 Trustee's Fees and Expenses; Indemnification; Undertaking for Costs. (a) The Trustee shall be
entitled to receive from the Trustor or an affiliate of the Trustor as compensation for the Trustee's services hereunder, trustee's
fees pursuant to a separate agreement between the Trustee and the Trustor, and shall be reimbursed for all reasonable expenses,
disbursements and advances incurred or made by the Trustee (including the reasonable compensation, disbursements and expenses of its
counsel and other persons not regularly in its employ). The Trustor shall indemnify and hold harmless the Trustee and its
successors, assigns, agents and servants against any and all loss, liability or reasonable expense (including attorney's
fees) incurred by it in connection with the administration of this trust and the performance of its duties thereunder. The Trustee
shall notify the Trustor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Trustor
shall not relieve the Trustor of its obligations hereunder. The Trustor need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. The
indemnities contained in this Section 8.5(a) shall survive the resignation or termination of the Trustee or the termination of this
Agreement.
(b) Failure by the Trustor to pay, reimburse or indemnify the Trustee shall not entitle the Trustee to any
payment, reimbursement or indemnification from the Trust, nor shall such failure release the Trustee from the duties it is required
to perform under this Agreement. Any unpaid, unreimbursed or unindemnified amounts shall not be borne by the Trust and shall not
constitute a claim against the Trust, but shall be borne by the Trustee in its individual capacity.
(c) All parties to this Agreement agree, and each Holder of any Certificate by such Xxxxxx's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or
remedy under this Agreement, or in any Proceeding against the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding and that such court may in its
discretion assess reasonable costs, including
-71-
reasonable attorneys' fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this Section 8.5(c) shall not apply to:
(i) any Proceeding instituted by the Trustee;
(ii) any Proceeding instituted by any Holder, or group of Holders, in each case holding in the aggregate
Outstanding Certificates representing more than 10% of the Voting Rights; or
(iii) any Proceeding instituted by any Holder for the enforcement of the payment of principal or interest on or
after the respective due dates expressed in such Certificate and in this Agreement (or, in the case of redemption, on or
after the redemption date).
Section 8.6 Eligibility Requirements for Trustee. (a) The Trustee shall at all times satisfy the
requirements of TIA Section 310(a). The Trustee hereunder shall at all times be a corporation which is not an Affiliate of the
Trustor (but may have normal banking relationships with the Trustor or any obligor with respect to the Underlying Securities with
respect to such Series of Certificates and their respective Affiliates) organized and doing business under the laws of any State or
the United States, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or association publishes
reports of conditions at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of conditions so published. Such corporation or association (or
its parent) must be rated in one of the four highest rating categories by the Rating Agency.
(b) The Trustee shall comply with Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1), any Series Supplement under which other securities are outstanding evidencing ownership interest
in obligations of the Underlying Securities Issuer if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.
Section 8.7 Resignation or Removal of the Trustee. (a) The Trustee may, with respect to any Series of
Certificates, at any time resign and be discharged from any trust hereby created by giving written notice thereof to the Trustor, the
Administrative Agent, if any, the Rating Agency and to all Certificateholders of such Series. Upon receiving such notice of
resignation, the Trustor shall promptly appoint a successor trustee for such Series by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor trustee. A copy of such instrument shall be delivered to
such Certificateholders and the Administrative Agent, if any, by the Trustor. If no such successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor trustee for such Series.
-72-
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.6 and
shall fail to resign after written request therefor by the Trustor, or if at any time the Trustee shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Trustor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, which
instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered
to the Certificateholders and the Administrative Agent, if any, by the Trustor.
(c) The Holders of Certificates of any Series representing the Required Percentage–Removal of Trustee of the
aggregate Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact and duly authorized, one complete set of which instruments shall be
delivered to the Trustor, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A
copy of such instrument shall be delivered to the Certificateholders and the Administrative Agent, if any, by the Trustor.
(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in
Section 8.8. Upon any such resignation or removal, the Trustee shall be discharged from all of its obligations and duties in
connection with this Agreement.
Section 8.8 Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.7 shall execute,
acknowledge and deliver to the Trustor and to its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder (either with respect to a given Series of Certificates or with respect to all Certificates issued under this Agreement),
with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all
documents and statements held by it hereunder, and the Trustor and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee
all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at
the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.6.
(b) Upon acceptance of appointment by a successor trustee as provided in this Section, the Trustor shall
transmit notice of the succession of such trustee hereunder to all Holders of Certificates and to the Rating Agency in the manner
provided in Section 10.5.
Section 8.9 Merger or Consolidation of Trustee. Any corporation or association into which the Trustee may be
merged or converted or with which it may be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or association succeeding
-73-
to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or association shall be
eligible under the provisions of Section 8.6, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust for a given Series may at the time be located, the Trustor and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee
or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of such Trust, and to vest in
such Person or Persons, in such capacity, such title to such Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Trustor and the Trustee may consider necessary or
desirable. If the Trustor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or
in case an Administrative Agent Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.6 hereunder and no notice to Holders of Certificates of the appointment of co-trustee or co-trustees or
separate trustee or trustees shall be required under Section 8.8 hereof. Notwithstanding anything contained herein to the contrary,
the appointment of a co-trustee pursuant to this Section 8.10 shall not release the Trustee from the duties, obligations,
responsibilities or liabilities arising under this Agreement.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all
rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed by the Trustee (whether as Trustee hereunder or as successor to an
Administrative Agent hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to such Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the
then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee
or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to
-74-
do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
Section 8.11 Appointment of Office or Agency. As specified in a Series Supplement, the Trustee shall appoint
an office or agency in the City of New York where the Certificates may be surrendered for registration of transfer or exchange, and
presented for the final distribution with respect thereto, and where notices and demands to or upon the Trustee in respect of the
Certificates of the related Series and this Agreement may be served.
Section 8.12 Representations and Warranties of Trustee. The Trustee represents and warrants that:
(i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation or association;
(ii) neither the execution nor the delivery by the Trustee of this Agreement, nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will violate its charter
documents or by-laws.
(iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations
as set forth herein and in each Series Supplement to which it is a party and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement; and
(iv) this Agreement has been duly executed and delivered by the Trustee and constitutes the legal, valid and
binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally
and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law).
Section 8.13 Trustee to Act Only in Accordance With This Agreement or Pursuant to Instructions of
Certificateholders. The Trustee shall only take such action or shall refrain from taking such action under this Agreement as
directed pursuant to a specific provision of this Agreement or, if required hereunder, by all the Certificateholders, and the Trustee
shall not otherwise act in respect of the Trust; provided, however, that the Trustee shall not be required to take any such action if
it reasonably determines, or receives, at the expense of the Certificateholders, an Opinion of Counsel (with copies thereof delivered
to the Certificateholders and the Trustor), that such action (i) is inconsistent with the purpose of the Trust set forth in
Section 2.7 or contrary to the terms hereof.
Section 8.14 Accounting and Reports to Certificateholders, Internal Revenue Service and Others. The Trustee
shall (a) maintain the books of the Trust on a calendar year basis on the accrual method of accounting, (b) after the close of each
calendar year, deliver to
-75-
each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information for such year
as may be required to enable each Certificateholder to prepare its federal income tax returns, (c) as specifically directed in writing
by the Trustor, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate
under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as other
than an association taxable as a corporation for federal income tax purposes, (d) cause such tax returns to be signed in the manner
required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with Subsection 4.4 with
respect to income or distributions to Certificateholders.
Section 8.15 Signature on Returns. Except as required by law, the Trustee shall sign on behalf of the Trust
any and all tax returns of the Trust presented to it by the Trustor in final execution form.
Section 8.16 Grantor Trust Status. The Trustee shall perform its duties hereunder so as to maintain the status
of the Trust as a grantor trust under the Grantor Trust Provisions. The Trustee shall not knowingly take (or cause the Trust to take)
any action or fail to take (or fail to cause to be taken) any action that, under the Grantor Trust Provisions, if taken or not taken,
as the case may be, could adversely affect the status of the Trust as a grantor trust under the Grantor Trust Provisions (any such
adverse effect on grantor trust status, an "Adverse Grantor Trust Event"), unless the Trustee has received an Opinion of Counsel (at
the expense of the party requesting such action or at the expense of the Trust if the Trustee seeks to take such action or to refrain
from taking any action for the benefit of the beneficial owners of Certificates) to the effect that the contemplated action will not
result in an Adverse Grantor Trust Event. In addition, prior to taking any action with respect to the Trust, or causing the Trust to
take any action, that is not expressly permitted under the terms of this Agreement, the Trustee shall consult with counsel with
respect to whether such action could cause an Adverse Grantor Trust Event to occur. The Trustee shall not have any liability
hereunder for any action taken by it in accordance with the written Opinion of Counsel, upon which the Trustee may rely.
ARTICLE IX
TERMINATION
Section 9.1 Termination upon Purchase or Liquidation of All Underlying Securities. (a) The respective
obligations and responsibilities under this Agreement of the Trustor, the Administrative Agent, if any, and the Trustee (other than
the obligations of any such Administrative Agent to provide for and the Trustee to make distributions to Holders of the Certificates
of any given Series as hereafter set forth) shall terminate upon the distribution to such Holders of all amounts held in all the
Accounts for such Series or by an Administrative Agent, if any, and required to be paid to such Holders pursuant to this Agreement on
the Distribution Date coinciding with or following the earlier to occur of (i) if and as provided in the Series Supplement for such
Series, the purchase by, and at the sole option of, the Administrative Agent, if any, as provided in the Series Supplement for such
Series, of all remaining Underlying Securities for such Series in the Trust for such Series on any Distribution Date, provided that
such option may be exercised only if the aggregate principal amount of such Underlying
-76-
Securities at the time of any such purchase is less than 10% (or such other percentage as may be specified in such Series Supplement)
of the aggregate principal amount of all Underlying Securities deposited in such Trust as of the applicable Cut-off Date and (ii) the
final payment on or other liquidation (which may include redemption or other purchase thereof by the applicable Underlying Securities
Issuer) (or any Advance with respect thereto) of the last Underlying Security remaining in the Trust for such Series or the disposition
of all property acquired upon foreclosure or liquidation of any such Underlying Security; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof.
(b) The Administrative Agent shall exercise its option to purchase all the Underlying Securities remaining in
the Trust pursuant to clause (i) of Section 9.1(a) not later than 91 days prior to the anticipated date of purchase of all such
Underlying Securities, at a price as may be specified in the applicable Series Supplement; provided, however, that such price shall
not be less than the then outstanding aggregate principal amount of such Underlying Securities as determined on the date of
purchase. The proceeds of such purchase will be deposited into the Certificate Account and applied in the same manner and priority
that collections on Underlying Securities would be applied as provided in the applicable Series Supplement.
(c) Written notice of any termination shall be provided as set forth in Section 10.5.
(d) Upon presentation and surrender of the Certificates by the Certificateholders on the Final Scheduled
Distribution Date, or the Distribution Date coinciding with or next following the earlier to occur of the occurrences specified in
clauses (i) and (ii) of Section 9.1(a), with respect to the applicable Series of Certificates, the Trustee shall distribute to each
Holder presenting and surrendering its Certificates (i) the amount otherwise distributable on such Distribution Date in accordance
with Section 4.1 in respect of the Certificates so presented and surrendered, if not in connection with the purchase by an
Administrative Agent or the Trustor of all the Underlying Securities or (ii) as specified in the applicable Series Supplement, if in
connection with an Administrative Agent's purchase of all the remaining Underlying Securities. Any funds not distributed on such
Distribution Date shall be set aside and held in trust for the benefit of Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner, and shall be disposed of in accordance with this Section 9.1 and Section 4.1 hereof.
Immediately following the deposit of funds in trust hereunder, the Trust for such Series shall terminate.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1 Amendment. (a) This Agreement may be amended from time to time by the Trustor and the Trustee
without notice to or the consent of any of the Certificateholders for any of the following purposes: (i) to cure any ambiguity or to
correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (ii) to add or
supplement any Credit Support for the benefit of any
-77-
Certificateholders (provided that if any such addition affects any series or class of Certificateholders differently that any other
series or class of Certificateholders, then such addition will not, as evidenced by an opinion of counsel, have a material adverse
effect on the interests of any affected series or class of Certificateholders); (iii) to add to the covenants, restrictions or
obligations of the Trustor, the Administrative Agent, if any, or the Trustee for the benefit of the Certificateholders; (iv) to add,
change or eliminate any other provisions with respect to matters or questions arising under this Agreement, so long as (x) any such
amendment described in (i) through (iv) will not, as evidenced by an opinion of counsel, cause the Trust (unless otherwise specified in
a related Series Supplement) to fail to qualify as a grantor trust for federal income tax purposes or result in a sale or exchange of
any Certificate for tax purposes and (y) the Trustee has received written confirmation from each Rating Agency rating such Certificates
that such amendment will not cause such Rating Agency rating such Certificates to reduce or withdraw the then current rating thereof;
(v) to comply with any requirements imposed by the Code; (vi) to evidence and provide for the acceptance of appointment hereunder of a
Trustee other than U.S. Bank Trust National Association, as Trustee for a Series of Certificates, and to add to or change any of the
provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the separate Trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 5.1 hereof; (vii) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Certificates of one or more Series or to add or change any of the
provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the trusts hereunder; (viii) to
provide for the issuance of a new Series of Certificates pursuant to a Series Supplement issued hereunder pursuant to Sections 5.1 and
5.13 hereof; or (ix) at the request of the Trustor, to add or modify provisions as Trustor deems necessary or appropriate for
compliance with Regulation AB.
(b) Without limiting the generality of the foregoing, with respect to any Series this Agreement may also be
modified or amended from time to time by the Trustor and the Trustee with the consent of the Holders of Certificates representing the
Required Percentage – Amendment of the aggregate Voting Rights of those Certificates to which such modification or amendment relates
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided, however, that (i) no such amendment shall reduce in any
manner the amount of, or defer the timing of, payments received on Underlying Securities which are required to be distributed on any
Certificate without the unanimous consent of the Holders of such Certificates, and (ii) this Section 10.1(b) shall not be amended
without the unanimous consent of the Holders of all the Certificates of such Series; and provided further that the Trustor shall
furnish to the Trustee an Opinion of Counsel (unless otherwise indicated in a related Series Supplement) stating that, in the opinion
of such counsel, any such amendment would not affect the characterization of the Trust as a "grantor trust" for federal income tax
purposes. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 10.1, Certificates registered in the name of the Trustor, or any Affiliate thereof, shall be entitled to Voting Rights
with respect to matters affecting such Certificates; and provided further that in the event the Rating Agency Condition is not
satisfied with respect to such modification or amendment, the Required Percentage– Amendment shall be increased to require an
aggregate percentage of the aggregate Voting Rights in the amount specified in the applicable Series Supplement.
-78-
(c) Promptly after the execution of any such amendment or modification, the Trustee shall furnish a copy of
such amendment or modification to each Certificateholder of the affected Series or Class and to the Rating Agency. It shall not be
necessary for the consent of Certificate-holders under this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may
prescribe.
Section 10.2 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 10.3 Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a partition or winding up of the applicable Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto or any of then.
(b) No Certificateholder of a given Series shall have any right to vote (except as expressly provided for
herein) or in any manner otherwise control the operation and management of any Trust, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability
to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder of a given Series shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder
previously shall have given to the Trustee a written notice of breach and of the continuance thereof and unless also the Holders of
Certificates of such Series evidencing not less than the Required Percentage – Remedies of the aggregate Voting Rights of such Series
shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 15 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. It is understood and agreed that the Trustee shall not
be obligated to make any investigation of matters arising under this Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have
offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and expressly covenanted by
each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more Holders
of Certificates of such Series shall have any right in any manner whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates of such Series, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right under this
-79-
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders of such Series.
For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 10.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed entirely therein without reference to such State's principles
of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby, and the
obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 10.5 Notices. All directions, demands and notices hereunder shall be in writing and shall be delivered
as set forth in the applicable Series Supplement. Any notice required to be provided to a Holder of a Certificate shall be given by
first class mail, postage prepaid, at the last address of such Holder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice.
Section 10.6 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.7 Notice to Rating Agency. The Trustee shall use its best efforts promptly to provide notice to the
Rating Agency with respect to each of the following of which it has actual knowledge:
(i) any change or amendment to this Agreement;
(ii) the occurrence of any Administrative Agent Termination Event;
(iii) the resignation or termination of an Administrative Agent, if any, or the Trustee;
(iv) the appointment of a successor Xxxxxxx;
(v) the repurchase or substitution of Underlying Securities, if any, pursuant to Section 2.3;
(vi) the final payment to Holders of the Certificates of any Class;
(vii) any change in the location of the Certificate Account; and
(viii)any event that would result in the inability of the Trustee to make Advances.
-80-
In addition, the Trustee shall promptly furnish to each Rating Agency copies of each report to Certificateholders
described in Section 4.2 and the Administrative Agent, if any, or otherwise the Trustee shall promptly furnish to each Rating Agency
copies of the following:
(i) each annual statement as to compliance described in Section 3.15; and
(ii) each annual independent public accountants' servicing report described in Section 3.16.
Any such notice pursuant to this Section shall be in writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to each Rating Agency at the address specified in the
applicable Series Supplement.
Section 10.8 Grant of Security Interest. It is the express intent of the parties hereto that each conveyance
of any Underlying Securities by the Trustor to the Trustee be, and be construed as, a sale of the Underlying Securities by the
Trustor and not a pledge of or grant of a security interest in any Underlying Securities by the Trustor to secure a debt or other
obligation of the Trustor. However, in the event that, notwithstanding the aforementioned intent of the parties, any Underlying
Securities are held to be property of the Trustor, then, (a) it is the express intent of the parties that such conveyance be a pledge
of or grant of a security interest in such Underlying Securities by the Trustor to the Trustee to secure a debt or other obligation
of the Trustor and (b)(1) this Agreement shall also be a security agreement within the meaning of Articles 8 and 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York, or such other State as may be specified in the related
Series Supplement; (2) the conveyance provided for in Section 2.1 hereof shall be a grant by the Trustor to the Trustee of a security
interest in all the Trustor's right, title and interest in and to such Underlying Securities and all amounts payable to the holders
of such Underlying Securities in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including all amounts from time to time held or invested in the
applicable Certificate Account, whether in the form of cash, instruments, securities or other property; (3) the obligations secured
by such security agreement shall be all the Trustor's obligations under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to such Underlying Securities and the applicable Trust; and
(4) notifications to persons holding such property, and acknowledgements, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgements, receipts or confirmations from, financial intermediaries, bailees or
agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Trustor shall
direct the Trustee to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Underlying Securities, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be maintained as such for so long as any of the
Underlying Securities remain outstanding. Without limiting the generality of the foregoing, the Trustee, upon receipt of such
direction, shall file, or shall cause to be filed, all filings identified by the Trustor to be necessary to maintain the
effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the Underlying
-81-
Securities, including (x) continuation statements and (y) such other statements as may be occasioned by (1) any change of name of the
Trustor or the Trustee, (2) any change of location of the place of business, the chief executive office, or jurisdiction of
organization of the Trustor or (3) any transfer of any interest of the Trustor in any Underlying Security.
Section 10.9 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, each of the
Trustee (including any Co-Trustee) the Administrative Agent, if any, (including any Sub-Administrative Agent, Authenticating Agent,
Calculation Agent, or Paying Agent) and the Trustor agrees that it shall not, until the date which is one year and one day after the
earlier of a Trust Termination Event or the Final Scheduled Distribution Date, acquiesce, petition or otherwise invoke or cause the
Trust to invoke the process of the United States of America, any State or other political subdivision thereof or any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of
commencing or sustaining a case by or against the Trust under a federal or state bankruptcy, insolvency or similar law or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or all or any part of the
property or assets of the Trust or ordering the winding up or liquidation of the affairs of the Trust.
Section 10.10 No Recourse. Provided that there exists no default on the Underlying Securities, neither the
Trustee (including any Co-Trustee), the Administrative Agent, if any (including any Sub-Administrative Agent, Authenticating Agent,
Calculation Agent, or Paying Agent) nor the Trustor shall have any recourse to the Underlying Securities, except as specifically
provided in the related Series Supplement.
Section 10.11 Article and Section References. All Article and Section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.
Section 10.12 Conflict with Trust Indenture Act.
(a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be
included in this Agreement by any of the provisions of the TIA, such required provision shall control.
(b) The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions
automatically deemed included herein unless expressly excluded by this Agreement) are a part of and govern this Agreement, whether or
not physically contained herein.
-82-
IN WITNESS WHEREOF, the Trustor and the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first above written.
SYNTHETIC FIXED-INCOME SECURITIES, INC.,
as Trustor
By:_______________________________________
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:_______________________________________
Authorized Signatory
EXHIBIT A
RELEVANT SERVICING CRITERIA
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the applicable Reporting Servicer and shall address, at a minimum, the criteria
identified below as applicable to each Reporting Servicer:
_________________________________________________________________________________________________________________
SERVICING CRITERIA
_________________________________________________________________________________________________________________
Reference Criteria Reporting Servicer
_________________________________________________________________________________________________________________
General Servicing Considerations
____________________ ______________________
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
____________________ ______________________
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
____________________ ______________________
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
____________________ ______________________
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
____________________ ______________________
Cash Collection and Administration
____________________ ______________________
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
____________________ ______________________
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
____________________ ______________________
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
____________________ ______________________
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
____________________ ______________________
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
____________________ ______________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
____________________ ______________________
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
____________________ ______________________
Exh. A-1
SERVICING CRITERIA
_________________________________________________________________________________________________________________
Reference Criteria Reporting Servicer
_________________________________________________________________________________________________________________
Investor Remittances and Reporting
____________________ ______________________
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
Reporting Servicer.
____________________ ______________________
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
____________________ ______________________
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
____________________ ______________________
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
____________________ ______________________
Pool Asset Administration
____________________ ______________________
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by
the transaction agreements or related pool asset documents.
____________________ ______________________
Pool assets and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
____________________ ______________________
1122(d)(4)(iii) Any additions, removals or substitutions to the pool asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
____________________ ______________________
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the Servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related pool asset documents.
____________________ ______________________
1122(d)(4)(v) The Reporting Servicer's records regarding the pool assets agree
with the Reporting Servicer's records with respect to an obligor's
unpaid principal balance.
____________________ ______________________
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool
assets (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
____________________ ______________________
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
____________________ ______________________
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
____________________ ______________________
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
Exh. A-2
SERVICING CRITERIA
_________________________________________________________________________________________________________________
Reference Criteria Reporting Servicer
_________________________________________________________________________________________________________________
____________________ ______________________
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool assets, or such other number
of days specified in the transaction agreements.
____________________ ______________________
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
____________________ ______________________
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
____________________ ______________________
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
____________________ ______________________
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
____________________ ______________________
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
____________________ ______________________
_________________________________________________________________________________________________________________
[NAME OF REPORTING SERVICER]
Date:___________________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
Exh. A-3
