Common use of DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES Clause in Contracts

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 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.

DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES. Section 2.1 PURPOSE AND CLASSIFICATION OF TRUSTS SECTION 2.01. Creation and Declaration of Trusts; : Assignment of Underlying Securities. (a) The TrustorDepositor, concurrently with the execution and delivery hereof, does hereby agree to (i) sell, assign, convey and set-over Grant 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 TrustorDepositor, including any security interest therein for the benefit of the TrustorDepositor, 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 TrustorSeries, as specified in the Underlying Securities Schedule to the applicable Series Supplement)now existing or hereafter acquired, in each case as identified on the applicable Underlying Securities ScheduleSchedule I, 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 Grant will include all interest, premium (if any) and principal received by or on behalf of the Trustor Depositor 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 Grant referred to in the preceding paragraph, the Trustor Depositor shall, not later than the applicable Closing Date, either (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 (ii) have delivered such Underlying Securities to be registered by book entry a Clearing Agency, in which event (A) the name Trustee has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities have been credited to a trust account of the Trustee, or its authorized agent, and the Trustee shall have the right to hold and (ii) with respect to each maintain such Underlying Security, deliver or cause to be delivered to the Trustee Securities on deposit with such Clearing Agency for all documents necessary to transfer ownership purposes of each such Underlying Security to the Trusteethis Trust Agreement. (c) Unless otherwise specified in the applicable Series Supplement, the sale Grant of such Underlying Securities by the Trustor Depositor 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 Trustor sale. (d) In the case of each delivery of Underlying Securities to the Trustee, the Depositor represents and covenants that warrants to the Trustee that: (i) the Depositor is duly authorized to so deliver such Underlying Securities; (ii) the Underlying Securities as so delivered are genuine; (iii) at the time of delivery of the respective Closing Dates will be Underlying Securities, such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest or lien or interest; and (iv) such delivery is irrevocable and free of any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder of a Certificate. The above representations and warranties shall survive the delivery of such Underlying Securities and the Certificates in favor respect thereof. The Depositor shall further be deemed by such delivery to have made the representations that, to the best of its knowledge, as of the Trustor andClosing Date, no default or event of default with respect to any sale the Underlying Securities has occurred and is continuing. (e) Unless otherwise specified in the related Series Supplement, it is the intention of Underlying Securities, all of the parties hereto that the Trustor will as transfer of the Trust property hereunder and under any Series Supplement shall constitute a sale and the Trust created hereunder and thereunder shall constitute a fixed investment trust for federal income tax purposes under Treasury Regulation Section 301.7701-4, and all parties hereto and thereto agree to treat the Trust, any distributions therefrom and the beneficial interest in the Certificates consistently with such respective Closing Date have characterization. The provisions of this Trust Agreement shall be interpreted consistently with such characterization. (f) Unless otherwise specified in the right related Series Supplement, any Trust created hereunder shall not engage in any business or activities other than in connection with, or relating to, the holding, protecting and preserving of the Trust property and the issuance of the Certificates, and other than those required or authorized by this Trust Agreement or incidental to and necessary to accomplish such activities. Any Trust created hereunder shall not issue or sell any certificates or other obligations other than the applicable Underlying Securities to the TrusteeCertificates or otherwise incur, assume or guarantee any indebtedness for money borrowed.