0001214659-15-005639 Sample Contracts

Incapital Trust Products II Trust ___ Trust Agreement Among Incapital Trust Products II LLC as Depositor, U.S. Bank National Association, as Trustee and Securities Intermediary, U.S. Bank Trust National Association, as Delaware Trustee and Incapital...
Trust Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities • Delaware

This Trust Agreement (this “Agreement”), dated as of _______, 2015, by and among U.S. Bank National Association, as Trustee and Securities Intermediary (the “Trustee”), U.S. Bank Trust National Association, as Delaware trustee, Incapital Trust Products II LLC, a Delaware limited liability company, as Depositor (the “Depositor”), and Incapital Holdings LLC, a Delaware limited liability company, as Administrative Agent (the “Administrative Agent”), relates to the issuance of CD Pass-Through Certificates (the “Certificates”) of Incapital Trust Products II Trust _________ (the “Trust”).

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SELLING AGENT AGREEMENT by and among Incapital Trust Products II Trust ___, Incapital Trust Products II LLC and the Agents named herein
Selling Agent Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

ADMINISTRATIVE AGENT AGREEMENT
Administrative Agent Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities • New York

This ADMINISTRATIVE AGENT AGREEMENT, dated [ ], 2015 (this Agreement”), is by and between Incapital Holdings LLC, an Illinois limited liability company (“Administrative Agent”), and Incapital Trust Products II LLC, a Delaware limited liability company (“ITP”). The Administrative Agent and ITP individually are referred to as “Party” and collectively as the “Parties”.

DEPOSIT AGREEMENT
Deposit Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities

This DEPOSIT AGREEMENT, dated as of ________ (this “Agreement”), is by and between Incapital Trust Products II LLC, a Delaware limited liability company (“Incapital Trust”), and Incapital Trust Products II Trust __ (the “Trust”).

LIMITED LIABILITY COMPANY AGREEMENT OF INCAPITAL TRUST PRODUCTS II LLC
Limited Liability Company Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of INCAPITAL TRUST PRODUCTS II LLC (the “Company”), is entered into as of the 29th day of July, 2015, by INCAPITAL HOLDINGS LLC as the sole member of the limited liability company (the “Member”).

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