Additional Depositor Representation. It is the express intent of the parties hereto that the conveyance of the Underlying Securities by the Depositor to the Trustee be, and be construed as, a sale of the Underlying Securities by the Depositor and not a pledge of any Underlying Securities by the Depositor to secure a debt or other obligation of the Depositor. In the event that, notwithstanding the aforementioned intent of the parties, any Underlying Securities are held to be property of the Depositor, then, it is the express intent of the parties that such conveyance be deemed a pledge of such Underlying Securities by the Depositor to the Trustee to secure a debt or other obligation of the Depositor, pursuant to Section 10.07 of the Standard Terms. In connection with any such grant of a security interest in the Underlying Securities (including any such grant in connection with any sale of additional Underlying Securities pursuant to Section 3(d)), the Depositor hereby represents and warrants to Trustee as follows:
(i) In the event the Underlying Securities are held to be property of the Depositor, then the Trust Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Underlying Securities in favor of the Trustee which security interest is prior to all other liens, and is enforceable as such as against creditors of, and purchasers from, the Depositor.
(ii) The Underlying Securities have been credited to a trust account (the "Securities Account") of the Trustee, or its authorized agent, in accordance with Section 2.01 of the Standard Terms. The Trustee, as securities intermediary for the Securities Account, has agreed to treat the Underlying Securities as "financial assets" within the meaning of the Uniform Commercial Code.
(iii) Immediately prior to the transfer of the Underlying Securities to the Trust, Depositor owned and had good and marketable title to the Underlying Securities free and clear of any lien, claim or encumbrance of any Person.
(iv) Depositor has received all consents and approvals required by the terms of the Underlying Securities to the transfer to the Trustee of its interest and rights in the Underlying Securities as contemplated by the Trust Agreement.
(v) Depositor has taken all steps necessary to cause the Trustee, as securities intermediary for the Securities Account, to identify on its records that the Trustee, as the trustee of the Trust, is the Person having a security entitlement against the securities ...
Additional Depositor Representation. 24 SCHEDULE I SEARS ROEBUCK ACCEPTANCE NOTE-BACKED SERIES 2003-5 UNDERLYING SECURITIES SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF CLASS A-2 CERTIFICATE INVESTMENT LETTER i SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES SEARS ROEBUCK ACCEPTANCE NOTE-BACKED SERIES 2003-5 SERIES SXXXXXXXNT, Sears Roebuck Acceptance Note-Backed Series 2003-5 Trust, dated as of Xxxxx 0, 2003 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. XXXX TRUST NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 27 SCHEDULE I SERIES 2003-11 UNDERLYING SECURITIES SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF INVESTMENT LETTER SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES KRAFT FOODS NOTE-BACKED SERIES 2003-11 TRUST SERIES SUPPLEMENT, Kraft Foods Note-Backed Series 2003-11, dated as of July 24, 2003 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. XXXX TRUST NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 23 SCHEDULE I SERIES 2003-19 UNDERLYING SECURITIES SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF INVESTMENT LETTER SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES GE GLOBAL INSURANCE NOTE-BACKED SERIES 2003-19 TRUST SERIES SUPPLEMENT, GE Global Insurance Note-Backed Series 2003-19, dated as of December 12, 2003 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BANX XXXXT NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 18 SCHEDULE I SERIES 2002-5 UNDERLYING SECURITIES SCHEDULE SCHEDULE II CLASS A-2 CERTIFICATE CALL SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF INVESTMENT LETTER SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES GENERAL ELECTRIC CAPITAL SERVICES NOTE-BACKED SERIES 2002-5 TRUST SERIES SUPPLEMENT, General Electric Capital Services Note-Backed Series 2002-5, dated as of April 2, 2002 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BAXX XXXST NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 18 SCHEDULE I SERIES 2002-1 UNDERLYING SECURITIES SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES W.R. BERKLEY CAPITAL TRUST SECURITIES-BACKED SERIES 2002-1 TRUST XXXXXX XXXXXEMENT, W.R. Berkley Capital Trust Securities-Backed Series 2002-1, dated xx xx Xxxxxxy 23, 2002 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BXXX XXUST NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 25 SCHEDULE I SERIES 2004-3 UNDERLYING SECURITIES SCHEDULE EXHIBIT A FORM OF TRUST CERTIFICATE EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF SWAP AGREEMENT SERIES SUPPLEMENT CORPORATE-BACKED TRUST CERTIFICATES, DAIMLERCHRYSLER DEBENTURE-BACKED SERIES 2004-3 TRUST SERIES SUPPLEMENT, Corporate-Backed Trust Certificates, DaimlerChrysler Debenture-Backed Series 2004-3, dated as of February 11, 2004 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BAXX XXXST NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 18 SCHEDULE I SERIES 2001-36 UNDERLYING SECURITIES SCHEDULE SCHEDULE II CLASS A-2 CERTIFICATE CALL SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF INVESTMENT LETTER SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES FORD MOTOR CO. DEBENTURE-BACKED SERIES 2001-36 TRUST SERIES SUPPLEMENT, Ford Motor Co. Debenture-Backed Series 2001-36, dated as of November 15, 2001 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BANK XXXXX NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 21 SCHEDULE I SERIES 2004-6 UNDERLYING SECURITIES SCHEDULE EXHIBIT A FORM OF TRUST CERTIFICATE EXHIBIT B FORM OF SWAP AGREEMENT SERIES SUPPLEMENT CORPORATE-BACKED TRUST CERTIFICATES, GOLDMAN SACHS CAPITAL I SECURITIES-BACKED SERIES 2004-6 TRUST XXXIXX XXPPLEMENT, Corporate-Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-6, dated as of Xxxxx 09, 0004 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BANK XXXXX NATIONAL ASSOCIATION, as Trustee (the "Trustee").
Additional Depositor Representation. 30 SCHEDULE I SERIES 2003-16 UNDERLYING SECURITIES SCHEDULE EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1 EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2 EXHIBIT A-3 FORM OF TRUST CERTIFICATE CLASS A-3 EXHIBIT B FORM OF WARRANT AGENT AGREEMENT EXHIBIT C FORM OF INVESTMENT LETTERS SERIES SUPPLEMENT CORPORATE BACKED TRUST CERTIFICATES BOEING SECURITIES-BACKED SERIES 2003-16 TRUST SERIES SUPPLEMENT, Boeing Securities-Backed Series 2003-16 Trust, dated as of October 28, 2003 (the "Series Supplement"), by and between LEHMAN ABS CORPORATION, as Depositor (the "Depositor"), and U.S. XXXX TRUST NATIONAL ASSOCIATION, as Trustee (the "Trustee").
