Common use of Creation and Declaration of Trust Clause in Contracts

Creation and Declaration of Trust. Assignment of Securities (a) The Depositor, concurrently with the execution and delivery of the Trust Agreement, shall transfer to the Trustee, on behalf and for the benefit of the Certificateholders and without recourse, all the right, title and interest of the Depositor, in, to and under (i) the Securities, (ii) the Certificate Account, including all income from the investment of funds on deposit therein, (iii) all payments on or under and all proceeds of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) and (iv) all other assets included or to be included in the Trust Property, in each case of clauses (i) through (iv) except for any Retained Interest. The transfer of the Securities in accordance with the immediately preceding sentence shall include all rights, powers and options of the Depositor thereunder, including the first priority and continuing right to claim for, collect, receive and give receipt for principal, premium, if any, and interest payments in respect of the Securities and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings and generally to do and receive anything that the Depositor is or may be entitled to do or receive thereunder or with respect thereto. (b) In connection with the transfer of the Securities referred to in paragraph (a) above, the Depositor shall, not later than the Closing Date, (i) deposit the Securities with the Trustee by physical delivery of such Securities, duly endorsed, to the Trustee or cause the Securities to be registered by book-entry in the name of the Trustee (provided that the book-entry depositary shall be an agency of the United States, DTC or another book-entry institution acceptable to the Depositor) and (ii) deliver or cause to be delivered to the Trustee all documents necessary to transfer the Securities to the Trustee.

Creation and Declaration of Trust. Assignment of Securities (a) The Depositor, concurrently with trust created pursuant to this Agreement is a common law trust under the execution and delivery laws of the Trust AgreementState of New York. In exchange for all of the Certificates, shall transfer the Depositor hereby Conveys to the Trustee, on behalf and without recourse, for the benefit of all present and future Holders of the Certificateholders and without recourseCertificates, all of the Depositor’s right, title and interest of the Depositor, in, in and to and under (ia) the SecuritiesAgency Securities listed in Schedule A to this Agreement, which the Depositor causes to be delivered to the Trustee as described in paragraph (b) below, and all Agency Security Distributions with respect thereto payable to Persons who are holders of record thereof on and after [____] [the Dated Date], (iib) the Certificate Trust Account, including all income from the investment of funds on deposit therein, (iiic) the rights and remedies of the Depositor pursuant to the [Agency Securities Purchase Agreement][Purchase and Contribution Agreement] relating to the Agency Securities, and (d) all payments on proceeds of the conversion, voluntary or under and all proceeds involuntary, of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid propertyproperty (including without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property property) which at any time constitute all or part of or are included in the proceeds of any of the foregoing) foregoing (the “Conveyed Assets”). [For the avoidance of doubt, Agency Security Distributions relating to the period between the Closing Date and (iv) all other assets included or to be included in the Trust Property, in each case of clauses (i) through (iv) except for any Retained Interest. The transfer Dated Date shall not constitute part of the Securities Conveyed Assets but shall be available to the Trustee as described in accordance with the immediately preceding sentence shall include all rights, powers and options of the Depositor thereunder, including the first priority and continuing right to claim for, collect, receive and give receipt for principal, premium, if any, and interest payments in respect of the Securities and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings and generally to do and receive anything that the Depositor is or may be entitled to do or receive thereunder or with respect theretoSection 5.04.] (b) In connection with the transfer of the Securities Conveyance referred to in paragraph (a) abovethe preceding paragraph, the Depositor shall, not later than the Closing Date, convey the Agency Securities to the Trustee either (i) deposit the Securities with the Trustee by physical delivery of such SecuritiesAgency Securities which are in physical form, duly endorsed, to the Trustee; [(ii) by delivery of any other Agency Securities through a Clearing Agency, in which event (A) the Trustee has accepted delivery of such Agency Securities through such Clearing Agency and (B) the Agency Securities have been credited to a custodial account established by the Trustee, or its authorized agent for the benefit of the Certificateholders, and for which the Trustee is the sole entitlement holder and the Trustee shall have the right to hold and maintain such Agency Securities on deposit with such Clearing Agency for all purposes of this Agreement. In addition, the Depositor shall, not later than the Closing Date, deliver to the Trustee any related agreements or other instruments with respect to the Agency Securities and any other Conveyed Assets that are conveyed to the Trustee pursuant to the preceding paragraph.] [(ii) in the case of Agency Securities that are issuable only in book-entry form under the book-entry system operated by the Federal Reserve System, have been registered on the books of the Federal Reserve Bank of New York in the name of Participants Trust Company, which has confirmed to the Trustee in writing on or prior to the Closing Date that it is holding such Agency Securities on behalf of the Trustee and has identified such Agency Securities on its records as belonging to the Trustee,] or (iii) in the case of ▇▇▇▇▇▇ Mae Agency Securities that are held under the clearing system operated by Participants Trust Company, have been registered on the books of in the name of , which has confirmed in writing to the Trustee on or prior to the Closing Date that it is holding such ▇▇▇▇▇▇ ▇▇▇ Agency Securities on behalf of the Trustee and has identified such ▇▇▇▇▇▇ Mae Agency Securities on its records as belonging to the Trustee; provided that the Depositor may, at its sole option, instead request the Trustee to cause the all of such Agency Securities to be so registered no later than the opening of business on the last Business Day of the month of the Closing Date, in which event such Agency Securities shall be accompanied by book-entry such powers and shall otherwise be in such form as shall permit the registration thereof in the name of the Trustee (provided that or its nominee without the book-entry depositary taking of any further action other than presentation for registration of transfer and payment of the applicable fees in connection therewith, and the Trustee, by its acceptance of such Agency Securities, shall be an agency deemed to have agreed to present them for registration of transfer no later than the opening of business on the last Business Day of the United States, DTC or another book-entry institution acceptable month of closing and to pay the applicable transfer fees (subject to its right of reimbursement under Section 9.07). (c) The Conveyance of the Conveyed Assets by the Depositor pursuant to this Agreement is absolute and is intended by the parties hereto as a sale. (d) With respect to the Depositordelivery of the Conveyed Assets to the Trustee, the Depositor hereby represents and warrants to the Trustee that: (i) and the Depositor is duly authorized to so deliver the Conveyed Assets; (ii) deliver at the time of delivery of the Conveyed Assets, the Depositor’s interest in such Conveyed Assets is free and clear of any lien, pledge, encumbrance, right, charge, claim or cause other security interest created by the Depositor; (iii) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder; (iv) each item of the Conveyed Assets is comprised of “investment property”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles,” which shall in each case have the meaning defined in the Uniform Commercial Code; and (v) the Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to be delivered perfect the security interest in the Conveyed Assets Transferred to the Trustee all documents hereunder. The above representations and warranties shall survive the delivery of such Conveyed Assets to the Trustee and the execution and delivery of the Certificates. (e) Unless otherwise specified in this Agreement, the Trust Fund created hereunder shall not engage in any business or activities other than in connection with, or relating to, acquiring, holding, protecting and preserving of the Conveyed Assets, the issuance of the Certificates, making distributions on the Certificates and other than those required or authorized by this Agreement or incidental to and necessary to transfer accomplish such activities. The Trust Fund created hereunder shall not issue or sell any securities or other obligations other than the Securities to the TrusteeCertificates and shall not otherwise incur, assume or guarantee any indebtedness for money borrowed.

Creation and Declaration of Trust. Assignment of Securities (a) The Depositor, concurrently with the execution and delivery of the Trust Agreement, shall transfer to the Trustee, on behalf and for the benefit of the Certificateholders and without recourse, all the right, title and interest of the Depositor, in, to and under (i) the Securities, (ii) the Certificate Account, including all income from the investment of funds on deposit therein, (iii) all payments on or under and all proceeds of any of the foregoing (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, causes of action, rights to payment of any and every kind and other forms of obligations, receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing) and (iv) all other assets included or to be included in the Trust Property, in each case of clauses (i) through (iv) except for any Retained Interest. The transfer of the Securities in accordance with the immediately preceding sentence shall include all rights, powers and options of the Depositor thereunder, including the first priority and continuing right to claim for, collect, receive and give receipt for principal, premium, if any, and interest payments in respect of the Securities and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings and generally to do and receive anything that the Depositor is or may be entitled to do or receive thereunder or with respect thereto. (b) In connection with the transfer of the Securities referred to in paragraph (a) above, the Depositor shall, not later than the Closing Date, (i) deposit the Securities with the Trustee by physical delivery of such Securities, duly endorsed, to the Trustee or cause the Securities to be registered by book-entry in the name of the Trustee (provided that the book-entry depositary shall be an agency of the United States, DTC or another book-entry institution acceptable to the Depositor) and (ii) deliver or cause to be delivered to the Trustee all documents necessary to transfer the Securities to the Trustee.receive