Common use of Additional Representations and Warranties of the Depositor Clause in Contracts

Additional Representations and Warranties of the Depositor. The Depositor represents and warrants to and agrees with each of the Underwriters as of the date of this Agreement and as of the time of delivery of the Designated Securities that: (a) The Depositor has been duly incorporated, is an existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Depositor. (b) If the Trust is purchasing the Underlying Securities or any other Trust Assets directly from the Depositor, at the time of the execution and delivery of the Trust Agreement, the Depositor (i) will have good and marketable title to the Underlying Securities or such Trust Assets being transferred by it to the Trustee pursuant thereto, free and clear of any Liens, (ii) will not have assigned to any person any of its right, title or interest in such Underlying Securities or such Trust Assets or in the Trust Agreement and (iii) will have the power and authority to transfer such Underlying Securities or such Trust Assets to the Trustee, and upon execution and delivery of the Trust Agreement and delivery of the Underlying Securities or such Trust Assets to the Trustee as provided in the Trust Agreement, the Trustee will (assuming that it has not received notice of any adverse claims to such Underlying Securities or such Trust Assets) be a protected purchaser of such Underlying Securities or such Trust Assets, free of any adverse claim, and will have acquired ownership of all of the Depositor's right, title and interest in and to the related Underlying Securities or such Trust Assets. (c) The Depositor possesses all material licenses, certificates, authorizations and permits required to be issued by any state, federal or foreign regulatory agencies or bodies in order to conduct the business now operated by it, and the Depositor has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial otherwise, or the earnings, business affairs or business prospects of the Depositor.

Additional Representations and Warranties of the Depositor. The Depositor represents and warrants to and agrees with each of the Underwriters as of the date of this Agreement and as of the time of delivery of the Designated Securities that: (a) The Depositor has been duly incorporated, is an existing corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Depositor. (b) If the Trust is purchasing the Underlying Securities or any other Trust Assets directly from the Depositor, at the time of the execution and delivery of the Trust Agreement, the Depositor (i) will have good and marketable title to the Underlying Securities or such Trust Assets being transferred by it to the Trustee pursuant thereto, free and clear of any Liens, (ii) will not have assigned to any person any of its right, title or interest in such Underlying Securities or such Trust Assets or in the Trust Agreement and (iii) will have the power and authority to transfer such Underlying Securities or such Trust Assets to the Trustee, and upon execution and delivery of the Trust Agreement and delivery of the Underlying Securities or such Trust Assets to the Trustee as provided in the Trust Agreement, the Trustee will (assuming that it has not received notice of any adverse claims to such Underlying Securities or such Trust Assets) be a protected purchaser of such Underlying Securities or such Trust Assets, free of any adverse claim, and will have acquired ownership of all of the Depositor's right, title and interest in and to the related Underlying Securities or such Trust Assets. (c) The Depositor possesses all material licenses, certificates, authorizations and authorizations, or permits required to be issued by any state, federal or foreign regulatory agencies or bodies in order to conduct the business now operated by it, and the Depositor has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial otherwise, or the earnings, business affairs or business prospects of the Depositor.notice