Exhibit 4.1


FORM OF STANDARD TERMS FOR TRUST AGREEMENTS


 


between


 


MERRILL LYNCH DEPOSITOR, INC.,


 


as Depositor,


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee and as Securities Intermediary


 


TRUST CERTIFICATES


 


Dated as of [                  ],
2012


 


 


 


 


 


 



    	 



    	 



    

Reconciliation and tie between the Standard Terms, dated as of [
 ], 2012, and the Trust Indenture Act of 1939, as amended.  This reconciliation and tie does not constitute part
of the Standard Terms.


 


 


	 	 
	
        Trust Indenture Act

        of 1939 Section
	
        Standard

        Terms Section

	310(a)(1)	7.07
	(a)(2)	7.07
	(a)(5)	7.07
	312(a)	7.14
	313(a)	7.16
	314(a)	3.10
	(c)(1)	1.03
	(c)(2)	1.03
	(e)	1.03
	315(a)(1)	7.01
	315(a)(2)	7.03
	315(b)	7.01(d)
	315(d)	7.01(c)
	316(a)(1)(A)	5.19
	(a)(1)(B)	5.20
	(b)	5.21
	(c)	1.03(b)
	317(a)(1)	5.18
	(b)	5.13
	318(a)	12.15
	 	 


 


 


 



    	 



    	 



    

TABLE OF CONTENTS


 


ARTICLE I

DEFINITIONS AND ASSUMPTIONS


	SECTION 1.01.	Definitions.	6
	SECTION 1.02.	Rules of Construction	20
	SECTION 1.03.	Compliance Certificates and Opinions; Record Date	20


ARTICLE II

DECLARATION OF TRUSTS; ENTRY INTO SWAP AGREEMENT; ISSUANCE OF CERTIFICATES;


	SECTION 2.01.	Creation and Declaration of Trusts; Assignment of Deposited Assets	21
	SECTION 2.02.	Acceptance by Trustee	22
	SECTION 2.03.	Representations and Warranties of the Depositor	23
	SECTION 2.04.	Breach of Representation, Warranty or Covenant	23
	SECTION 2.05.	Agreement to Execute, Authenticate and Deliver Certificates	23
	SECTION 2.06.	Custody and Holding of Deposited Assets	24
	SECTION 2.07.	Entry in Swap Agreement and Other Agreements	25


ARTICLE III

ADMINISTRATION OF EACH TRUST


	SECTION 3.01.	Administration of Each Trust	25
	SECTION 3.02.	Collection of Certain Underlying Security Payments	25
	SECTION 3.03.	Certificate Accounts	25
	SECTION 3.04.	Liquidation Event	26
	SECTION 3.05.	Investment of Funds in the Accounts	27
	SECTION 3.06.	Maintenance of Credit Support	27
	SECTION 3.07.	Realization upon Defaulted Underlying Securities	28
	SECTION 3.08.	Retained Interest	28
	SECTION 3.09.	Access to Certain Documentation	28
	SECTION 3.10.	Reports by the Depositor	28
	SECTION 3.11.	Charges and Expenses	30
	SECTION 3.12.	Sale	30
	SECTION 3.13.	Listing; Exchange Act Reporting Termination	30
	SECTION 3.14.	Significance Percentage	30


ARTICLE IV

DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS


	SECTION 4.01.	Distributions	30
	SECTION 4.02.	Distributions on Certificates	30
	SECTION 4.03.	Reports to Certificateholders	31
	SECTION 4.04.	Advances	33
	SECTION 4.05.	Allocation of Realized Losses and Trust Expenses	33
	SECTION 4.06.	Compliance with Withholding Requirements	33
	SECTION 4.07.	Optional Exchange	34
	SECTION 4.08.	Call Right	35


ARTICLE V

THE CERTIFICATES


	SECTION 5.01.	The Certificates	37



    	 



    	 



    


	SECTION 5.02.	Execution, Authentication and Delivery	37
	SECTION 5.03.	Temporary Certificates	37
	SECTION 5.04.	Registration; Registration of Transfer and Exchange	38
	SECTION 5.05.	Mutilated, Destroyed, Lost and Stolen Certificates	40
	SECTION 5.06.	Persons Deemed Owners	40
	SECTION 5.07.	Cancellation	40
	SECTION 5.08.	Global Securities	41
	SECTION 5.09.	Notices to Depository	41
	SECTION 5.10.	Definitive Certificates	42
	SECTION 5.11.	Currency of Distributions	42
	SECTION 5.12.	Conditions of Execution, Authentication and Delivery of New Series	43
	SECTION 5.13.	Appointment of Paying Agent	44
	SECTION 5.14.	Authenticating Agent	44
	SECTION 5.15.	Voting Rights with Respect to Underlying Securities	45
	SECTION 5.16.	Actions by Certificateholders	46
	SECTION 5.17.	Events of Default	46
	SECTION 5.18.	Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit	46
	SECTION 5.19.	Control by Certificateholders	47
	SECTION 5.20.	Waiver of Past Defaults	47
	SECTION 5.21.	Right of Certificateholders to Receive Payments Not to Be Impaired	47
	SECTION 5.22.	Remedies Cumulative	47
	SECTION 5.23.	Amendments and Waivers Under Swap Agreement and Swap Guarantee	47


ARTICLE VI

THE DEPOSITOR


	SECTION 6.01.	Liability of the Depositor	48
	SECTION 6.02.	Limitation on Liability of the Depositor	48
	SECTION 6.03.	Depositor May Purchase Certificates	49
	SECTION 6.04.	Merger or Consolidation of the Depositor	49
	SECTION 6.05.	No Liability of the Depositor with Respect to the Underlying Securities; Certificateholders to Proceed Directly Against the Underlying Securities Issuer(s)	49


ARTICLE VII

THE TRUSTEE


	SECTION 7.01.	Duties of Trustee	49
	SECTION 7.02.	Agreements Between Trustee and Administrative Agents	52
	SECTION 7.03.	Certain Matters Affecting the Trustee	53
	SECTION 7.04.	Trustee Not Liable for Recitals in Certificates or Underlying Securities	54
	SECTION 7.05.	Trustee May Own Certificates	54
	SECTION 7.06.	Trustee’s Fees and Expenses	54
	SECTION 7.07.	Eligibility Requirements for Trustee	54
	SECTION 7.08.	Resignation or Removal of the Trustee; Appointment of Successor Trustee	54
	SECTION 7.09.	Appointment of Office or Agency	55
	SECTION 7.10.	Representations and Warranties of Trustee	55
	SECTION 7.11.	Indemnification of Trustee by the Depositor; Contribution	56
	SECTION 7.12.	No Liability of the Trustee with Respect to the Underlying Securities; Certificateholders to Proceed Directly Against the Underlying Securities Issuer(s)	57
	SECTION 7.13.	The Depositor to Furnish Trustee with Names and Addresses of Certificateholders	57
	SECTION 7.14.	Preservation of Information; Communications to Holders	57
	SECTION 7.15.	Reports by Trustee	58
	SECTION 7.16.	Trustee’s Application for Instructions from the Depositor	58
	SECTION 7.17.	Assessment of Compliance by Trustee; Annual Independent Certified Public Accountant’s Report, Etc.	58
	SECTION 7.18.	Information to be Provided by the Trustee	59


 



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ARTICLE VIII

MARKET AGENT


	SECTION 8.01.	Market Agent	60


ARTICLE IX

SECURITIES INTERMEDIARY


	SECTION 9.01.	Resignation or Removal of the Securities Intermediary; Appointment of Successor Securities Intermediary	60


ARTICLE X

TRUST WIND-UP EVENTS AND LIQUIDATION EVENTS


	SECTION 10.01.	Trust Wind-up Events	61
	SECTION 10.02.	Disposition of Trust Property	62
	SECTION 10.03.	Limitation on Notice Requirement	65
	SECTION 10.04.	Special Depositor Wind-Up Event	65


ARTICLE XI

TERMINATION


	SECTION 11.01.	Termination upon Liquidation of All Underlying Securities	65


ARTICLE XII

MISCELLANEOUS PROVISIONS


	SECTION 12.01.	Amendment	65
	SECTION 12.02.	Limitation on Rights of Certificateholders	67
	SECTION 12.03.	Governing Law	68
	SECTION 12.04.	Jurisdiction and Venue	68
	SECTION 12.05.	Waiver of Trial By Jury	68
	SECTION 12.06.	Damages	68
	SECTION 12.07.	Force Majeure	68
	SECTION 12.08.	Notices	68
	SECTION 12.09.	Notice to Rating Agencies	69
	SECTION 12.10.	Severability of Provisions	70
	SECTION 12.11.	Nonpetition Covenant	70
	SECTION 12.12.	No Recourse	70
	SECTION 12.13.	Article and Section References	70
	SECTION 12.14.	Counterparts	70
	SECTION 12.15.	Trust Indenture Act	70
	SECTION 12.16.	Perfection of Swap Counterparty Security Interest	70



EXHIBIT A - Applicable Servicing Criteria Under Item 1122(d) of Regulation AB


 



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STANDARD TERMS FOR TRUST AGREEMENTS dated
as of [ ], 2012 between MERRILL LYNCH DEPOSITOR, INC., a Delaware corporation, as Depositor (the “Depositor”), and
THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (in such capacity, the “Trustee”) and as securities
intermediary (in such capacity, the “Securities Intermediary”).


 


PRELIMINARY STATEMENT


 


The Depositor, the Trustee and the Securities
Intermediary have duly authorized the execution and delivery of these Standard Terms for Trust Agreements (the “Standard
Terms”) to provide for one or more Series (and one or more Classes within each such Series) of Certificates, issuable
from time to time as provided in these Standard Terms.


 


Each such Series (inclusive of any
Classes specified within such Series) will be issued under a separate Supplement to these Standard Terms, duly executed and delivered
by the Depositor, the Trustee and the Securities Intermediary.  With respect to each Series, these Standard Terms and
all amendments hereof and, unless the context otherwise requires, the related Supplement and all amendments thereto shall be known
as the “Trust Agreement”.


 


All representations, covenants and agreements
made herein by each of the Depositor, the Trustee and the Securities Intermediary are for the benefit and security of the Holders
and, to the extent provided in the applicable Supplement, for the benefit and security of any Credit Support Provider, Swap Counterparty,
Swap Guarantor or any other party as specified therein.


 


The Depositor and the Securities Intermediary
are entering into these Standard Terms, and the Trustee is accepting the trust created hereby, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.


 


ARTICLE I


DEFINITIONS AND ASSUMPTIONS


 


SECTION 1.01.Definitions.  Except
as otherwise specified herein or in the applicable Supplement or as the context may otherwise require, the following terms have
the respective meanings set forth below for all purposes of this Trust Agreement.


“25% Test”: The restriction
on Transfer of the Certificates set forth in Section 5.04(h).


“Account”:  As
defined in Section 3.05.


“Accounting Date”:  With
respect to any Series, if applicable, as defined in the related Supplement.


“Administration Account”:  As
defined in Section 7.02.


“Administrative Agent”:  Any
Person with which the Trustee has entered into an Administration Agreement and that meets the qualifications of an Administrative
Agent, pursuant to Section 7.02.


“Administration Agreement”:  The
written contract, if any, between the Trustee and an Administrative Agent and any successor Trustee or Administrative Agent providing
that the Trustee can delegate certain of its administrative obligations with respect to any Series hereunder.






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“Administrative Agent Termination
Event”:  With respect to any given Series, any of the following:  (i) any failure by an Administrative
Agent to remit to the Trustee any funds in respect of collections on the Underlying Securities, Credit Support (if any) and Swap
Agreement (if any) as required under this Trust Agreement, that continues unremedied for five days after the giving of written
notice of such failure to the Administrative Agent by the Trustee or the Depositor, or to the Administrative Agent, the Depositor,
the Swap Counterparty, the Swap Guarantor and the Trustee by the Holders of not less than 25% of the Voting Rights; (ii) any failure
by an Administrative Agent duly to observe or perform in any material respect any of its other covenants or obligations under the
Administration Agreement with respect to such Series that continues unremedied for thirty days after the giving of written notice
of such failure to the Administrative Agent by the Trustee or the Depositor, or to the Administrative Agent, the Depositor, the
Swap Counterparty, the Swap Guarantor and the Trustee by the Holders of not less than 25% of the Voting Rights; and (iii) events
of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings and certain actions by or on
behalf of an Administrative Agent indicating its insolvency or inability to pay its obligations.  Any additional Administrative
Agent Termination Event with respect to any given Series may be set forth in the applicable Supplement.


“Advance”:  As
defined in Section 4.04.


“Affected Transaction”:
As defined in the Swap Agreement.


“Affected Underlying Securities”:
With respect to any Liquidation Event, the Underlying Securities affected by an Underlying Security Default, Disqualified Underlying
Securities or Underlying Securities related to a termination event.


“Affiliate”:  With
respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person.  For the purposes of this definition, “control”, when used with
respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


“Allocation Ratio”:  With
respect to any Series, as defined in the related Supplement.


“Authenticating Agent”:  As
defined in Section 5.14.


“Authorized Denomination”:  The
minimum denomination in which a Certificate may be issued, or any multiple thereof, as specified in the related Supplement.


“Available Funds”:  Unless
otherwise specified in the applicable Supplement, for any Distribution Date in respect of a given Series or Class, the sum of (a)
all amounts actually received on or with respect to the Underlying Securities (including Liquidation Proceeds and investment income
earned on Account funds invested pursuant to Section 3.05) with respect to such Series during the related Collection Period,
(b) all amounts received pursuant to any Credit Support Instruments with respect to such Series for such Distribution Date, (c)
all other amounts, if any, specified by the applicable Supplement less any amount held for the benefit of the Retained Interest
and (d)(i) all Swap Amounts, if any, paid to the Trustee by the Swap Counterparty pursuant to the Swap Agreement, or by the Swap
Guarantor pursuant to the Swap Guarantee for such Distribution Date minus (ii) all amounts paid or payable to the Swap Counterparty
by the Trustee pursuant to the Swap Agreement for such Distribution Date.


“Beneficial Owner”:  With
respect to Certificates held through a Depository, the beneficial owner of a Certificate.  For purposes only of Section 5.16,
the Trustee shall be obligated to treat a Person who claims to be a beneficial owner of a Certificate as a “Beneficial Owner”
within the meaning of the Supplement only if such Person has first delivered to the Trustee, (i) a certificate or other writing
executed by such Person stating the full name and address of such Person, the principal distribution amount of the Certificate
with respect to which such Person claims to be the Beneficial Owner, and the participant in the Depository (“such Person’s
Participant”) through which such Person holds its beneficial ownership interest in the Certificates and (ii) a certificate
or other writing executed by such Person’s Participant confirming that such Person’s Participant holds on its own books
and records Certificates for the account of such Beneficial Owner and identifying the principal distribution amount held for such
Beneficial Owner.






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“Benefit Plan Investor”:
Any (i) “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject
to the fiduciary responsibility provisions of Title I of ERISA, (ii) “plan”
described in Section 4975(e)(1) of the Code, or (iii) entity whose underlying assets include plan assets by reason of a plan’s
investment in such entity or otherwise.


“BofA Merrill Lynch ”:  Merrill
Lynch, Pierce, Fenner & Smith Incorporated.


“Book-Entry Securities”:  Securities
maintained in the form of entries (including, without limitation, the Security Entitlements in such Securities) in the commercial
book-entry system of the Fed and held for the Trustee, directly or indirectly, by any Trustee’s Fed Member.  Book-Entry
Securities shall not include, in any event, any Certificated Security (or any Security Entitlement in any Certificated Security)
held, directly or indirectly, through a Clearing Corporation.


“Business Day”:  With
respect to any Series, as defined in the related Supplement.


“Calculation Agent”:  If
applicable with respect to any Series, as specified in the applicable Supplement.


“Call Date”:  The
date on which the Call Right may be exercised, as specified in the applicable Supplement.


“Call Option”: As
specified in the Supplement.


“Call Price”:  If
applicable with respect to any Series, as specified in the applicable Supplement.


“Callable Series”:  A
Series or Class within such Series subject to a Call Right, as specified in the applicable Supplement.


“Call Right”:  A
Call Option or another right of the holder thereof (or any successor), as named in the applicable Supplement, to purchase Certificates
from the Holders thereof or to purchase Underlying Securities from the Trust.


“Call Terms”:  The
terms pursuant to which a Call Right may be exercised, as set forth in the applicable Supplement.


“Certificate” and
“Certificates”:  Any trust certificate or trust certificates authorized by, executed pursuant to and
authenticated and delivered under, this Trust Agreement, and unless the context requires otherwise, “Certificate” and
“Certificates” shall also be deemed to refer to the Retained Interest.


“Certificate Account”:  As
defined in Section 3.03.


“Certificate Principal Balance”:  With
respect to an Outstanding Certificate, as determined at any time, the maximum amount that the Holder thereof is entitled to receive
as distributions allocable to principal payments on the Underlying Securities.  The Certificate Principal Balance, if
any, of any Class within a given Series (other than those Classes, if any, specified in the related Supplement), as of any
date of determination, shall be equal to the aggregate initial Certificate Principal Balance thereof less the sum of (i) all
amounts allocable to prior distributions made to such Class in respect to principal of the Underlying Securities, (ii) any
reductions attributable to Certificates surrendered in exchange for Underlying Securities, as and to the extent provided in the
applicable Supplement, and (iii) any reductions in the Certificate Principal Balance thereof deemed to have occurred in connection
with allocations of (A) Realized Losses in respect of principal of the Underlying Securities and (B) expenses of the
Trust if any only to the extent specified in the applicable Supplement, each as allocated to such Class pursuant to the applicable
Supplement.


“Certificate Register”
and “Certificate Registrar”:  As defined in Section 5.04.


“Certificated Security”:  As
defined in Section 8-102(a)(4) of the UCC.


“Certificateholder”:  Any
holder of a Certificate or a Retained Interest.






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“Class”:  With
respect to any Series, any one of the classes of Certificates of such Series, each class consisting of Certificates having identical
terms.


“Clearing Agency”:  An
organization that (i) is registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and
(ii) is a Clearing Corporation.


“Clearing Agency Participant”:  At
any time, in respect of any Clearing Agency, a securities intermediary that maintains Securities Accounts with such Clearing Agency
at such time.


“Clearing Corporation”:  The
meaning specified in Section 8-102(a)(5) of the UCC.


“Closing Date”:  With
respect to any Series, the day on which Certificates of such Series are first executed, authenticated and delivered, as specified
in the related Supplement.


“Code”:  The
Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder.


“Collection Period”:  With
respect to any Distribution Date for a Series (or Class within such Series), the period specified in the related Supplement.


“Commission”:  The
Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the
execution and delivery of this Trust Agreement such Commission is not existing and performing the duties now assigned to it, then
the body then performing such duties.


“Concentrated Underlying Securities”:  Any
Underlying Security that is issued by a Significant Obligor.


“Corporate Trust Office”:  The
principal corporate trust office of the Trustee located at the address set forth in the related Supplement or such other address
as the Trustee may designate from time to time by notice to the Holders, the Depositor, the Credit Support Provider, the Swap Counterparty
and the Swap Guarantor, or the principal corporate trust office of any successor Trustee (or such other addresses as a successor
Trustee may designate from time to time by notice to the Holders and the Depositor).


“Counterparty Subordination
Event”: Any Liquidation Event or Trust Wind-Up Event that results in an early termination of the Swap Agreement due to
(i) a redemption of the Underlying Securities or (ii) an acceleration of the Underlying Securities for any reason other than an
Underlying Security Default.


“Covenant Breach Acceleration
Event”: An acceleration of the Underlying Securities based solely upon an Underlying Security event of default relating
to a covenant breach.


“Credit Support”:  As
specified in the related Supplement, a Letter of Credit, Limited Guaranty, Surety Bond, or other asset intended to support or ensure
the timely or ultimate distributions of amounts due in respect of a Series (or Class within such Series).


“Credit Support Instrument”:  The
instrument or document pursuant to which the Credit Support for a given Series (or Class within such Series) is provided,
as specified in the applicable Supplement.


“Credit Support Provider”:  With
respect to any Series (or Class within such Series), the Person, if any, that will provide any Credit Support with respect
to all or a portion of a Series or Class, as specified in the applicable Supplement.


“Cut-off Date”:  With
respect to any Series, the date specified as such in the related Supplement.  For purposes of this Trust Agreement, any
Underlying Security acquired by the Depositor after the applicable Cut-off Date but prior to the applicable Closing Date and included
in the related Trust as of such Closing Date shall be deemed to have been Outstanding as of such Cut-off Date and references to
the principal balance of such Underlying Security as of such Cut-off Date shall be deemed to be to the principal balance of such
Underlying Security as of the date on which it was acquired by the Depositor.


“Definitive Certificates”:  As
defined in Section 5.10.






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“Deposited Assets”:  With
respect to any Series, the following assets, properties and items (together with the accounts and book-entry accounts containing
or reflecting, directly or indirectly, such assets, properties and items), in each case, wherever located, however held and whether
now existing or hereafter acquired:


(i)all Underlying Securities and
Related Assets;


(ii)all payments receivable or received
in respect of the Underlying Securities including the immediate and continuing right to claim for, collect, receive and give receipt
for principal, premium, if any, and interest payments in respect of the Underlying Securities and all other monies payable thereunder;


(iii)all Financial Assets, Security
Entitlements and Investment Property in, constituting, evidenced by, resulting from or otherwise related to, any of the Deposited
Assets;


(iv)all other rights and remedies
(but none of the obligations) comprising, arising or resulting from or related to the Transfer of the Deposited Assets including,
without limitation, the right to give and receive notices and other communications, to make waivers or other agreements, to exercise
all rights and options of the Depositor, to bring Proceedings in the name of the Depositor or otherwise, and generally to exercise
all of the rights and remedies of the Depositor and to do and receive anything that the Depositor is or may be entitled to do or
receive thereunder or with respect thereto; and


(v)any other assets identified as
Deposited Assets in the related Supplement, which assets may include cash, cash equivalents, guarantees, letters of credit, financial
insurance, Swap Agreements (including interest rate, currency, equity, commodity and credit-linked swaps, caps, floors, collars
and options), forward contracts, structured securities and other instruments and transactions that credit enhance, hedge or otherwise
support the Underlying Securities designed to assure the servicing or timely distribution of payments to Holders.


“Depositor”:  Merrill
Lynch Depositor, Inc., a Delaware corporation, and, if a successor Person shall have become the Depositor pursuant to any applicable
provisions of this Trust Agreement, “Depositor” shall mean such successor Person.  With respect to any provisions
of this Trust Agreement that relate to the provisions of the TIA, “Depositor” shall include any obligor on the Certificates
as the term obligor is defined in the TIA.


“Depositor Order”:  A
written order or request, respectively, signed in the name of the Depositor by any one of its Executive Officers.


“Depository”:  With
respect to the Certificates of any Series (or Class within such Series) issuable in whole or in part in the form of one or
more Global Securities, the Person so designated in the applicable Supplement, and, if at any time there is more than one such
Person, “Depository” as used with respect to the Certificates of any such Series or Class shall mean the Depository
with respect to the Certificates of that Series or Class.


“Disqualified Credit Support”
Any Credit Support in relation to which (i) the Credit Support Provider, together with any other affiliated entities providing
any Credit Support in relation to any Series (or Class within such Series) is liable or contingently liable to provide payments
representing 10% or more of the cash flow supporting any such Series (or Class within such Series), as determined in accordance
with Item 1114 of Regulation AB and (ii) an Underlying Security issued by the relevant credit support provider would
be a Disqualified Underlying Security.


“Disqualified Issuer”:
An issuer with respect to which none of the following is true:  (A)(1) such issuer meets the requirements of General
Instruction I.A. of Form S-3 or General Instructions 1.A.1, 2, 3, 4 and 6 of Form F-3 under the Securities Act and (2)
the relevant underlying securities relating to such issuer are not guaranteed by a wholly owned subsidiary of such issuer which
does not meet the conditions in (A)(1); (B) such issuer does not meet the conditions of paragraph (A)(1) but the relevant
underlying securities relating to such issuer are fully and unconditionally guaranteed by a direct or indirect parent of the third
party who meets the conditions of paragraph (A)(1) and the requirements of Rule 3-10 of Regulation S-X under the
Exchange Act are satisfied regarding the information in the reports to be referenced; (C) the relevant underlying securities
relating to such issuer are guaranteed by a wholly owned subsidiary of such issuer and the subsidiary does not meet the conditions
of paragraph (A)(1), but the conditions in paragraph (A)(1) are met with respect to such issuer and the requirements
of Rule 3-10 of Regulation S-X under the Exchange Act are satisfied regarding the information in the reports to be referenced.






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“Disqualified Swap Counterparty”:  A
swap counterparty with respect to which (i) the “significance percentage” as determined in accordance with Item 1115
of Regulation AB is 10% or more and (ii) none of the following is true:  (A)(1) such swap counterparty meets the
requirements of General Instruction LA. of Form S-3 or General Instructions 1.A.1, 2, 3, 4 and 6 of Form F-3 under the
Securities Act and (2) the relevant swap transaction relating to such swap counterparty are not guaranteed by a wholly owned
subsidiary of such swap counterparty which does not meet the conditions in (A)(1); (B) such swap counterparty does not meet
the conditions of paragraph (A)(1) but the relevant swap transaction relating to such swap counterparty are fully and unconditionally
guaranteed by a direct or indirect parent of the third party who meets the conditions of paragraph (A)(1) and the requirements
of Rule 3-10 of Regulation S-X under the Exchange Act are satisfied regarding the information in the reports to be referenced;
(C) the relevant swap transaction relating to such swap counterparty are guaranteed by a wholly owned subsidiary of such swap counterparty
and the subsidiary does not meet the conditions of paragraph (A)(1), but the conditions in paragraph (A)(1) are met with
respect to such swap counterparty and the requirements of Rule 3-10 of Regulation S-X under the Exchange Act are satisfied
regarding the information in the reports to be referenced.


“Disqualified Underlying Securities”:
Underlying Securities with respect to which the Underlying Securities Issuer is a Disqualified Issuer.


“Discount Certificate”:  Any
Certificate that is issued with “original issue discount” within the meaning of Section 1273(a) of the Code and
any other Certificate designated by the Depositor as issued with original issue discount for United States Federal income tax purposes.


“Distribution Date”:  With
respect to any Series (or Class within such Series), each date specified as a “Distribution Date” for such Series (or
Class) in the related Supplement.


“Distribution Election”:  With
respect to any Series, as specified in the related Supplement.


“Distribution Participant”:
Each Person acting as underwriter, dealer, placement agent or any similar capacity in connection with the initial distribution
of the Certificates.


“Dollar” or “$”
or “USD”:  Such currency of the United States as at the time of payment is legal tender for the payment
of public and private debts.


“Depository Securities”:  Securities
consisting of Security Entitlements to Certificated Securities, held by the Depository or a Clearing Corporation or a nominee of
either subject to the control of the Depository and in bearer form or endorsed in blank by an appropriate Person or registered
on the books of the issuer thereof in the name of the Depository or its Clearing Corporation or a nominee of either.


“DCR”:  Duff
& Phelps Credit Rating Co. and any successor thereto.


“DTC”: The Depository
Trust Company, its nominee, and their respective successors.


“Early Termination Event”:
As defined in the Swap Agreement.


“Eligible Account”:  Either
(i) an account or accounts maintained with a Federal or State chartered depository institution or trust company the long-term unsecured
obligations of which are rated by the Rating Agency the higher of (x) at least the then current long-term rating of the Certificates
or (y) in one of its two highest long-term rating categories (unless otherwise specified in the Supplement) at the time any amounts
are held in deposit therein or (ii) a trust account(s) maintained as a segregated account(s) and held by a Federal or State chartered
depository institution or trust company in trust for the benefit of the Certificateholders; provided, however, that
such depository institution or trust company is the Trustee or has a long-term rating in one of the four highest categories by
the Rating Agency.


“Eligible Investments”:  With
respect to any Series, unless otherwise specified in the related Supplement, any one or more of the following obligations or securities;
provided, however, that the total stated return specified by the terms of each such obligation or security is at
least equal to the purchase price thereof; and provided further that no such instrument may carry the symbol “r”
from S&P in its rating:






    	11



    	 



    
(i)direct obligations of, and obligations
fully guaranteed by, the United States, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association,
the Federal Farm Credit System or any agency or instrumentality of the United States the obligations of which are backed by the
full faith and credit of the United States; provided, however, that obligations of, or guaranteed by, the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage Association or the Federal Farm Credit System shall be Eligible Investments
only if, at the time of investment, such investment has the rating specified in such Supplement for Eligible Investments;


(ii)demand and time deposits in,
certificates of deposit of, or banker’s acceptances issued by any depository institution or trust company (including the
Trustee or any agent of the Trustee acting in their respective commercial capacities) incorporated under the laws of the United
States or any State and subject to supervision and examination by Federal and/or State banking authorities so long as the commercial
paper and/or the short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution
which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding
company) at the time of such investment or contractual commitment providing for such investment have the rating specified in such
Supplement for Eligible Investments; provided, however, that such rating shall be no lower than the lower of the
rating on the Underlying Securities or the Trust Certificates at the time of purchase of the investments;


(iii)securities bearing interest
or sold at a discount issued by any corporation incorporated under the laws of the United States or any State that have the rating
specified in such Supplement for Eligible Investments at the time of such investment or contractual commitment providing for such
investment; provided, however, that such rating shall be no lower than the lower of the rating on the Underlying Securities
or the Trust Certificates; and provided further that securities issued by any particular corporation will not be
Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued
by such corporation and held as part of the Trust for such Series to exceed 10% of the aggregate outstanding principal balances
and amounts of all the Underlying Securities and Eligible Investments held as part of the Trust for such Series; and


(iv)commercial paper having at the
time of such investment the rating specified in the Supplement for Eligible Investments.


“Entitlement Holder”:  As
defined in Section 8-102(a)(7) of the UCC.


“Event of Default”:  With
respect to any Series (or Class within such Series), as specified in the related Supplement.


“Exchange Act”:  The
Securities Exchange Act of 1934, as amended.


“Exchange Act Report”:
As defined in Section 3.10(b).


“Exchange Rate Agent”:  As
specified in the Supplement.


“Executive Officer”:  With
respect to any limited liability company or corporation, the chief executive officer, the chief operating officer, the chief financial
officer, the president, any vice president, the secretary or the treasurer of such limited liability company or corporation; with
respect to any partnership, any general partner thereof.


“Extraordinary Trust Expenses”:  Any
and all costs, expenses or liabilities arising out of the establishment, existence or administration of the Trust, other than (i)
Ordinary Expenses, and (ii) costs and expenses payable by a particular Certificateholder, the Trustee or the Depositor pursuant
to this Trust Agreement.


“Failure to File Event”:
As defined in Section 10.01(a)(v).


“Fed”:  The
Federal Reserve Bank of New York.


“Fed Member Securities Account”:  In
respect of any Person, an account in the name of such Person at the Fed, to which account Book-Entry Securities held for such Person
are or may be credited.






    	12



    	 



    
“Federal Book-Entry Regulations”:  (a)
the Federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)” governing Book-Entry
Securities consisting of U.S. Treasury bonds, notes and bills) and Subpart D (“Additional Provisions”) of 31 C.F.R.
Part 357, 31 C.F.R. ss. 357.10 through ss. 357.14 and ss. 357.41 through ss. 357.44 (including related defined terms
in 31 C.F.R. ss. 357.2) and (b) to the extent substantially identical to the federal regulations referred to in clause (a)
above (as in effect from time to time), the federal regulations governing other Book-Entry Securities.


“Final Scheduled Distribution
Date”:  With respect to any Certificate, the date on which all the unpaid principal of (and premium, if any, on)
and interest on such Certificate is scheduled, without giving effect to any prepayment, exchange or early termination, to become
due and payable as provided therein and in the applicable Supplement.


“Financial Asset”:  As
defined in Section 8-102(a)(9) of the UCC.


“Fitch”:  Fitch
Investors Service, L.P., and any successor thereof.


“Fixed Pass-Through Rate”:  With
respect to any Fixed Rate Certificate, as defined in the related Supplement.


“Fixed Rate Certificate”:  A
Certificate that provides for a payment of interest at a Fixed Pass-Through Rate.


“Floating Pass-Through Rate”:  With
respect to any Floating Rate Certificate, as defined in the related Supplement.


“Floating Rate Certificate”:  A
Certificate that provides for the payment of interest at a Floating Pass-Through Rate determined periodically by reference to a
formula specified in the related Supplement.


“Global Security”:  A
registered Certificate evidencing all or part of a Series (or Class within such Series), issued to the Depository for such
Series or Class in accordance with Section 5.08 and bearing the legend prescribed therein.


“Holder”:  The
Person in whose name a Certificate or Retained Interest is registered in the Certificate Register on the applicable Record Date.  Where
the context requires, “Holder” may refer to the person entitled to exercise the Voting Rights accompanying a Certificate.


“Independent”:  When
used with respect to any Person means that such Person (1) is in fact independent of the Depositor, the Swap Counterparty and the
Swap Guarantor and of any Affiliate of the foregoing Persons, (2) does not have any direct or indirect material financial interest
in the Depositor, the Swap Counterparty or the Swap Guarantor, or in any Affiliate of the foregoing Persons which is material with
respect to such Person and (3) is not connected with the Depositor, the Swap Counterparty or the Swap Guarantor or any Affiliate
of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar
functions.


“Initial Swap Rate Accrual Period”:
The period from and including the Closing Date to but excluding the next Swap Payment Date.


“Investment Property”:  As
defined in Section 9-115 of the UCC.


“Letter of Credit”:  With
respect to any Series (or Class within such Series), the letter of credit, if any, providing for the payment of all or a portion
of amounts due in respect of such Series (or Class), issued to the Trustee for the benefit of the Holders of such Series (or
Class), issued by the related Credit Support Provider, all as specified in the related Supplement.


“Limited Guarantor”:  With
respect to any Series (or Class within such Series), a Person specified in the related Supplement as providing a guarantee
or insurance policy or other credit enhancement supporting the distributions in respect of such Series (or Class within such
Series) as and to the extent specified in such Supplement.






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“Limited Guaranty”:  With
respect to any Series (or Class within such Series), any guarantee of, or insurance policy or other comparable form of credit
enhancement with respect to, amounts required to be distributed in respect of such Series (or Class) or payments under all
or certain of the Underlying Securities relating to such Series or Class, executed and delivered by a Limited Guarantor in favor
of the Trustee, for the benefit of the Certificateholders, as specified in the related Supplement.


“Liquidation Event”:
Any of the events described in Section 3.04.


“Liquidation Price”:  If
applicable with respect to any Series, the price at which the Market Agent sells the Underlying Securities on behalf of the Trustee,
as specified in the applicable Supplement.


“Liquidation Proceeds”:  The
amounts received by the Trustee in connection with (i) the liquidation of a defaulted Underlying Security, collateral, if any,
related thereto, or Related Asset or (ii) the repurchase, substitution or sale of an Underlying Security or Related Asset.


“Market Agent”:  The
market agent or market agents, if any, appointed pursuant to Section 8.01, and its or their successors or assigns.


“Market Agent Agreement”:  With
respect to any Series, the agreement, if any, dated as of the Closing Date, between the Trustee and the Market Agent, the form
of which will be attached to the related Supplement, and any similar agreement with a successor Market Agent, in each case as from
time to time amended or supplemented.


“Minimum Wire Denomination”:  $10,000,000
or the equivalent in any Specified Currency.


“Moody’s”:  Moody’s
Investors Service, Inc. and any successors thereto.


“No Plan Restriction”:
The restriction on Transfer of Certificates set forth in Section 5.04(h)(iii).


“Notional Amount”:  With
respect to any Class of Certificates, if applicable, the initial notional amount specified in the related Supplement on which distributions
of interest may be determined at the applicable Pass-Through Rate, as the same may be adjusted as specified in such Supplement.


“Officer’s Certificate”:  A
certificate signed by any (or, if specified in these Standard Terms or any Supplement, more than one) Executive Officer of the
Depositor, and delivered to the Trustee.


“Opinion of Counsel”:  A
written opinion of counsel, who may, except as otherwise expressly provided in this Trust Agreement, be counsel for the Depositor
acceptable to the Trustee, except that any opinion of counsel relating to the qualification of any account required to be maintained
pursuant to this Trust Agreement as an Eligible Account must be an opinion of counsel who is in fact Independent of the Depositor.


“Optional Exchange”:  shall
mean the exchange of Certificates of any Series (or Class within such Series) for a pro rata portion of the Deposited Assets
of the related Trust.


“Optional Exchange Date”:  With
respect to any Series (or Class within such Series), as defined, if applicable, in the related Supplement.


“Optional Redemption”:  The
right of an Underlying Securities Issuer to redeem such Underlying Securities in accordance with the terms of the Underlying Securities
Indenture.


“Ordinary Expenses”:  The
Trustee’s customary fee for its services as Trustee, as set forth in the related Supplement, including but not limited to
(i) the costs and expenses of preparing, sending and receiving all reports, statements, notices, returns, filings, solicitation
of consent or instructions, or other communications required by this Trust Agreement, (ii) the costs and expenses of holding and
making ordinary collection or payments on the assets of the Trust and of determining and making distributions, (iii) the costs
and expenses of the Trust’s or Trustee’s counsel, accountants and other experts for ordinary or routine consultation
or advice in connection with the establishment, administration and termination of the Trust, and (iv) any other costs and expenses
that are, or reasonably should have been, expected to be incurred in the ordinary course of administration of the Trust.






    	14



    	 



    
“Outstanding”:  With
respect to Certificates of a specified Series (or Class within such Series), as of any date of determination, all such Certificates
theretofore executed, authenticated and delivered under these Standard Terms and the related Supplement except:


(i)Certificates theretofore cancelled
by the Certificate Registrar; and


(ii)Certificates, including Predecessor
Certificates, in exchange for or in lieu of which other Certificates have been executed, authenticated and delivered pursuant to
this Trust Agreement, unless proof satisfactory to the Trustee is presented that any such Certificates are held by a bona fide
purchaser in whose hands such Certificates are valid obligations of the Trust;


provided, however, that
in determining whether any request, demand, authorization, direction, notice, consent or waiver hereunder has been given by the
required percentage of the aggregate Voting Rights, Voting Rights accompanying Certificates beneficially owned by the Depositor,
the Trustee, or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, and such Voting Rights shall not be
taken into account in determining whether the requisite percentage of aggregate Voting Rights necessary to effect any such consent
or take any such action has been obtained except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Certificates with respect to which the Depositor
has provided the Trustee an Officer’s Certificate stating that such Certificates are so owned shall be so disregarded.  Certificates
so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Certificates.


“Participant”:  A
broker, dealer, bank, other financial institution or other Person for whom from time to time a Depository effects book-entry transfers
and pledges of securities deposited with the Depository.


“Pass-Through Rate”:  With
respect to any Series (or Class within such Series) (except certain Discount Certificates and Certificates entitled to nominal
or no interest distributions), the annual rate at which interest accrues on the Certificates of such Series (or Class), which
may be a fixed rate or a floating rate of interest, determined upon the basis and in the manner specified in the related Supplement.


“Paying Agent”:  As
defined in Section 5.13.


“Person”:  Any
individual, limited liability company, corporation, partnership, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.


“Plan”:
Any (i) “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to the fiduciary responsibility provisions
of Title I of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code subject to Section 4975 of the Code
or (iii) entity whose underlying assets include plan assets by reason of a plan’s investment in
such entity or otherwise.


“Predecessor Certificate”:  As
defined in Section 5.05.


“Proceeding”:  Any
suit in equity, action at law or other judicial or administrative proceeding.


“Prohibited Transaction Exemption
Restriction”: The restriction on Transfer of Certificates set forth in Section 5.04(h)(ii).


“Rating Agency”:  With
respect to any Series or Class within such Series), each nationally recognized statistical rating organization, specified in the
related Supplement, that initially rates the Certificates of such Series (or Class within such Series) for so long as it rates
the Certificates.


“Rating Agency Condition”:  With
respect to any action or occurrence, unless otherwise specified in the applicable Supplement, that each Rating Agency shall have
been given 10 days (or such shorter period acceptable to each Rating Agency) prior written notice thereof and that each Rating
Agency shall have notified the Depositor and the Trustee in writing that such action or occurrence will not result in a reduction
or withdrawal of the then current rating of any Certificate of the applicable Series. If any Rating Agency (a) makes a public
announcement or informs






    	15



    	 



    
the Depositor
or the Trustee that (i) it believes the Rating Agency Condition is not required with respect to an action or (ii) its
practice is to not give such confirmations, or (b) no longer constitutes a Rating Agency under Trust Agreement, the Rating Agency
Condition with respect to that Rating Agency will not apply.


“Realized Loss”:  With
respect to any defaulted and liquidated Underlying Security, the excess, if any, of (x) the price paid by the Depositor for such
Underlying Security plus expenses incurred by the Trustee in connection with the default or liquidated Underlying Security, to
the extent reimbursable under these Standard Terms and the related Supplement, over (y) Liquidation Proceeds with respect thereto,
after paying any related Swap Termination Payment to the extent required hereunder and in accordance with the applicable Distribution
Election.


“Record Date”:  With
respect to any Distribution Date for any Series (or Class within such Series), the date specified in the related Supplement.


“Regulation AB”:  Subpart 229.1100
- Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or
as may be provided by the Commission or its staff from time to time.


“Related Assets”:  Any
assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described
in the related Supplement or a schedule thereto.


“Reporting Termination Form”:
As defined in Section 3.13.


“Reporting Threshold Notice”:
As defined in Section 3.14.


“Required Percentage--Amendment”:  Unless
otherwise specified in the related Supplement, if a Rating Agency Condition is specified in such Supplement and such Rating Agency
Condition is met, or, if a Rating Agency Condition is not so specified in such Supplement, 66-2/3% of the aggregate Voting Rights
of such Series, and 100% otherwise.


“Required Percentage--Direction
of Trustee”:  Unless otherwise specified in the related Supplement, 66-2/3% of the aggregate Voting Rights
of such Series.


“Required Percentage--Remedies”:  Unless
otherwise specified in the related Supplement, 66-2/3% of the aggregate Voting Rights of such Series.


“Required Percentage--Removal
of Securities Intermediary”:  Unless otherwise specified in the related Supplement, more than 50% of the aggregate
Voting Rights of such Series.


“Required Percentage--Removal
of Trustee”:  Unless otherwise specified in the related Supplement, more than 50% of the aggregate Voting Rights
of a Series.


“Required Percentage--Waiver”:  Unless
otherwise specified in the related Supplement, 66-2/3% of the aggregate Voting Rights of a Series.


“Required Principal”:  As
determined for any Distribution Date for a given Series (or Class within such Series), unless otherwise specified in the related
Supplement, the amounts on deposit in the Certificate Account allocable to principal payments on the Underlying Securities (including
from any Credit Support or any Swap Agreement and Advances, if any, but excluding amounts in respect of principal payments to the
extent that Advances with respect thereto were distributed as Required Principal on a prior Distribution Date) and required to
be distributed in respect of the Certificates of such Series (or Class) in accordance with the terms of such Certificates
and such related Supplement.


“Requisite Reserve Amount”:  As
of any date with respect to any Series (or Class within such Series), the amount, if any, required to be maintained in the
Reserve Account, if any, for such Series or Class as specified in or determined pursuant to the related Supplement.






    	16



    	 



    
“Reserve Account”:  An
Eligible Account, if any, created and maintained pursuant to Section 3.06.


“Responsible Officer”:  With
respect to the Trustee, any officer within the Corporate Trust Office, including any Managing Director, Senior Vice President,
Vice President, Assistant Vice President, Assistant Secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s actual knowledge of and familiarity with the particular subject.


“Retained Interest”:  If
applicable, with respect to any Underlying Security, an ownership interest in and a right to a portion of the payments thereon
by the obligor thereof, as specified in the related Supplement, held by the Person so specified in such Supplement.


“Sale Procedures”:  Unless
otherwise specified in the Supplement, shall mean that, with respect to any sale of one or more Underlying Securities or Related
Assets, the Market Agent, on behalf of the Trust, shall sell such Underlying Securities or Related Assets to the highest bidders
among not less than two solicited bidders for such Underlying Securities or Related Assets selected by the Market Agent (one of
which bidders may include BofA Merrill Lynch or any Affiliate thereof; provided, however, that neither BofA Merrill
Lynch nor any of its Affiliates will be under any obligation to bid, and which bidders need not be limited to recognized broker
dealers).  In the sole judgment of the Market Agent, bids may be evaluated on the basis of bids for a single Underlying
Security or Related Asset, a portion of the Underlying Securities or Related Assets, or all of the Underlying Securities or Related
Assets being sold or any other basis selected in good faith by the Market Agent.


“S&P”:  Standard
& Poor’s Ratings Services, and any successor thereof.


“Securities Account”:  As
defined in Section 8-501(a) of the UCC.


“Securities Control”:  “Control”
as defined in Section 8-106 of the UCC and, for purposes of determining an interest in investment property under UCC Article 9,
Section 9-115(1)(e) of the UCC.


“Securities Intermediary”:  As
defined in Section 8-102(a)(14) of the UCC and, in respect of any Book-Entry Security, a “securities intermediary”
(as defined in 31 C.F.R. ss. 357.2 or, as applicable to such Book-Entry Security, the corresponding Federal Book-Entry Regulations).


“Securities Intermediary”:  With
respect to any Series, the Securities Intermediary shall be the Person so specified in the applicable Supplement until a successor
Person shall have become the Securities Intermediary pursuant to the applicable provisions of these Standard Terms and the applicable
Supplement, and thereafter “Securities Intermediary” shall mean such successor Person.


“Security”:  As
defined in Section 8-102(a)(15) of the UCC.


“Security Certificate”:  As
defined in Section 8-102(a)(9) of the UCC.


“Security Entitlement”:  As
defined in Section 8-102(a)(17) of the UCC or, in respect of any Book-Entry Security, as defined in 31 C.F.R. Section 357.2
(or, as applicable to such Book-Entry Security, the corresponding Federal Book-Entry Regulations).


“Series”:  A
separate series of Certificates issued pursuant to these Standard Terms and a related Supplement, which series may be divided into
two or more Classes, as provided in such Supplement.


“Significant Obligor”:  As
defined in Item 1101(k) of Regulation AB.


“Special
Depositor Wind-Up Event”: As defined in Section 10.04.


“Specified Currency”:  As
specified in the related Supplement for the applicable Series or Class, which may be a currency issued by the government of any
country or a composite currency the value of which is determined by reference to the values of the currencies of any group of countries.  If
not specified in the related Supplement, the Specified Currency shall be Dollars.






    	17



    	 



    
“State”:  Any
one of the 50 states of the United States, or the District of Columbia.


“Supplement”:  An
agreement incorporating these Standard Terms that authorizes the issuance of a particular Series (and each Class within such
Series) of Certificates.


“Surety Bond”:  If
so specified in the Supplement with respect to any Series (or Class within such Series), the surety bond providing for the
distribution under certain circumstances specified in such Supplement of amounts to the Certificateholders of such Series (or
Class), which surety bond will be issued to the Trustee for the benefit of such Certificateholders by the related Credit Support
Provider, all as specified in such Supplement.


“Swap Agreement”:  If
so specified in the Supplement with respect to any Series, the ISDA Master Agreement (including the Schedule thereto and Confirmation
or Confirmations thereunder and any ISDA Credit Support Annex forming a part thereof) dated as of the Closing Date by and between
the Trust and the Swap Counterparty, as the same may be amended or supplemented from time to time as provided therein. In the event
that the Trust shall enter into more than one ISDA Master Agreement, “Swap Agreement” shall mean each such ISDA
Master Agreement specified in the Supplement.


“Swap Agreement Schedule”:
Schedule II to the Supplement.


“Swap Amount”: With
respect to each Swap Payment Date, an amount, payable by, or on behalf of, the Swap Counterparty, equal to the accrued interest
or other payment obligation calculated with reference to the Swap Notional Amount for the immediately preceding Swap Rate Accrual
Period at the Swap Rate.


“Swap Calculation Agent”:
The “Calculation Agent” as defined in the Swap Agreement.


“Swap Counterparty”:  If
so specified in the Supplement with respect to any Series (or Class within such Series), as specified in such Supplement.
Unless a successor Person shall have become the Swap Counterparty pursuant to the applicable terms of the Swap Agreement, whether
by assignment or otherwise, and thereafter “Swap Counterparty” shall mean such Person. In the event that the Trust
shall enter into more than one Swap Agreement, “Swap Counterparty” shall mean each counterparty of the Trust specified
in the Supplement.


“Swap Default”: The
occurrence of an “Event of Default” (as defined in the Swap Agreement) under the Swap Agreement.


“Swap Guarantee”:  If
so specified in the Supplement with respect to any Series, the guarantee issued by the Swap Guarantor in favor of the Trust substantially
in the form attached as an exhibit to the Swap Agreement. If the Supplement does not specify a Swap Guarantee, references to Swap
Guarantee and the Swap Guarantor herein shall be deemed deleted.


“Swap Guarantor”:  If
so specified in the Supplement with respect to any Series, the guarantor specified as such in such Supplement, and, if a successor
Person shall have become the Swap Guarantor pursuant to the Swap Guarantee, “Swap Guarantor” shall mean such successor
Person.


“Swap Notional Amount”:
As specified in the Supplement.


“Swap Payment Date”:
As specified in the Supplement.


“Swap Rate”: As specified
in the Supplement.


“Swap Rate Accrual Period”:
The Initial Swap Rate Accrual Period and each period from and including a Swap Payment Date to buy excluding the next succeeding
Swap Payment Date.


“Swap Termination Payment”:  If
so specified in the Supplement with respect to any Series, the amount payable by the Swap Counterparty to the Trust, or by the
Trust to the Swap Counterparty, pursuant to the Swap Agreement in consequence of an early termination of one or more Transactions
under the Swap Agreement.






    	18



    	 



    
“Tax Event”:  The
right of an Underlying Securities Issuer to shorten the maturity of or repurchase such Underlying Securities, in accordance with
the terms of the Underlying Securities Indenture, due to a change in the treatment of such Underlying Securities under the Code.


“Termination Event”:
As defined in the Swap Agreement.


“Transaction”: As
defined in the Swap Agreement.


“Transfer”: To sell,
convey, assign, transfer, create, grant a lien upon and a security interest in and right of setoff against, deposit, set over,
contribute and confirm to the Trustee pursuant to the Trust Agreement; and the terms “Transferred” and “Transferring”
have the meanings correlative to the foregoing. A Transfer of any Underlying Securities or of any other instrument shall include
all rights, powers and options (but none of the obligations) of the Transferring party 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 such Underlying 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 in the name of the Transferring party
or otherwise, and generally to do and receive anything that the Transferring party is or may be entitled to do or receive thereunder
or with respect thereto.


“Trust”:  With
respect to any Series, the segregated asset or pool of assets subject hereto, constituting the trust created hereby and by the
related Supplement and to be administered hereunder and thereunder, consisting of those Deposited Assets, the Credit Support, if
applicable, all of the Trustee’s right, title and interest under any Swap Agreement and any related Swap Guarantee, if applicable,
and, in each case, all sums distributed in respect thereof that are specified as being part of the Trust for such Series in the
related Supplement, all for the benefit of the Certificateholders of such Series as of any particular time.


“Trust Agreement”:  With
respect to each Series, these Standard Terms and all amendments hereof and, unless the context otherwise requires, the related
Supplement and all amendments thereto.


“Trust Property”:
With respect to a Trust, (i) the related Underlying Securities and all payments on or collections in respect of such Underlying
Securities due after a specified Cut-Off Date, (ii) all of the Trustee’s right, title and interest under any Swap Agreement
and any related Swap Guarantee, (iii) all the Trustee’s right, title and interest in any related Credit Support, if any,
(iv) all Eligible Investments and all funds from time to time deposited in certain segregated accounts held by the Trustee in trust
and for the benefit of the Certificateholders representing interests in such Trust, and (v) any other asset described in the Supplement
as constituting a portion of such Trust Property, in each case exclusive of any Retained Interest.


“Trust Wind-Up Event”:
As defined in Section 10.01.


“Trustee”:  With
respect to any Series, the Person so specified in the applicable Supplement until a successor Person shall have become the Trustee
pursuant to the applicable provisions of these Standard Terms and the applicable Supplement, and thereafter “Trustee”
shall mean such successor Person.


“Trustee’s Fed Member”:  Any
Person that is eligible to maintain a Fed Member Securities Account in such Person’s name with the Fed and through which
the Trustee holds Book-Entry Securities.


“TIA”:  The
Trust Indenture Act of 1939, as amended, as the same is in force and effect as of the date hereof.


“UCC”:  The
Uniform Commercial Code as in effect from time to time in the State of New York and any successor statute.


“Underlying Securities Indenture”:  The
indenture pursuant to which the Underlying Securities were issued, as identified in the Underlying Securities Schedule.


“Underlying Securities Issuer”:  With
respect to an Underlying Security, the issuer thereof (including, if applicable, the guarantor of the Underlying Security), as
identified in the Underlying Securities Schedule.






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“Underlying Securities Schedule”:  Schedule
I to the Supplement.


“Underlying Security”
or “Underlying Securities”:  With respect to any Series, the asset or assets identified in the Underlying
Securities Schedule.  The Underlying Securities for any Series or the related Trust shall not constitute Underlying Securities
for any other Series or any other Trust.


“Underlying Security Default”:
Unless otherwise specified in the Supplement and without regard to whether there has been a subsequent waiver or cure, (i) the
failure of the Underlying Securities Issuer (or any applicable guarantor on its behalf) to pay an installment of principal of,
or any amount of interest due on, the Underlying Securities after the due date thereof and after the expiration of any applicable
grace period; (ii) the initiation by the Underlying Securities Issuer or applicable guarantor of any proceedings seeking a judgment
of insolvency or bankruptcy or seeking relief under bankruptcy or insolvency laws or similar laws affecting creditor’s rights;
(iii) if not otherwise addressed in (ii), the passage of thirty (30) calendar days since the day upon which any person or entity
initiates any proceedings against the Underlying Securities Issuer or applicable guarantor seeking a judgment of insolvency or
bankruptcy or seeking relief under bankruptcy or insolvency laws or similar laws affecting creditor’s rights and such proceeding
has not been dismissed prior to such thirtieth day; or (iv) other events specified in the Supplement.


“Underlying Security Issuance
Agreement”: The indenture, fiscal agency agreement, or other agreement with respect to a Underlying Security which sets
forth the covenants and agreements of the Underlying Securities Issuer in connection with issuance of the Underlying Security.


“Underlying Security Interest
Payment Date”:  With respect to an Underlying Security, each date specified in the Underlying Securities Schedule
as a date on which interest is scheduled, as of the Closing Date, to be payable by or on behalf of the Underlying Securities Issuer
on such Underlying Security in accordance with its terms.


“United States”:  The
United States of America (including the States), its territories, its possessions and other areas subject to its jurisdiction.


“Voting Rights”:  The
voting rights with respect to the Underlying Securities, which voting rights shall be allocated to Certificateholders of each Class
within a given Series (and to the holders of the Retained Interest and Call Right, if any) in accordance with the Allocation
Ratio.


“Warrant”: A Call
Option or other right specified in the Supplement.


SECTION 1.02. Rules of Construction.  Unless
the context otherwise requires:


(i)a term has the meaning assigned
to it;


(ii)an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect in the United States
from time to time;


(iii)“or” is not exclusive;


(iv)the words “herein”,
“hereof’, “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not
to any particular Article, Section or other subdivision;


(v)“including” means
including without limitation; and


(vi)words in the singular include
the plural and words in the plural include the singular.


SECTION 1.03.Compliance Certificates
and Opinions; Record Date.  (a) Upon any application or request by the Depositor to the Trustee to take any action
under any provision of this Trust Agreement other than the initial issuance of the Certificates, the Depositor shall furnish to
the Trustee (i) an Officer’s Certificate stating that, in the opinion of the signer thereof, (A) all conditions precedent,
if any, provided for in this Trust Agreement relating to the proposed action have been complied with and (B) such action is authorized
and permitted by the terms of the Trust Agreement and (ii) an Opinion of Counsel stating that in the opinion of such counsel (A)
all such conditions precedent, if any, have been complied with and (B) such action is authorized and permitted by the Trust Agreement,






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except
that in the case of any such application or request as to which the furnishing of such documents is specifically required by any
provision of this Trust Agreement relating to such particular application or request, no additional certificate or opinion need
be furnished.


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Trust Agreement (other than a certificate provided pursuant to
Section 3.10(d)) shall include:


(i)a statement that the individual
signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;


(ii)a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based;


(iii)a statement that, in the opinion
of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and


(iv)a statement as to whether, in
the opinion of such individual, such condition or covenant has been complied with.


(b)The Depositor shall by delivery of an Officer’s
Certificate to the Trustee set a record date to determine the Holders entitled to give any consent, request, demand, authorization,
direction, notice, waiver or other act.  Notwithstanding TIA Section 316(c), such record date shall be the record
date specified in such Officer’s Certificate, which shall be a date not more than 30 days prior to the first solicitation
of Certificateholders in connection therewith.  If such a record date is fixed, such consent, request, demand, authorization,
direction, notice, waiver or other act may be given before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes of determining whether the requisite aggregate Voting
Rights have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other
act, and for that purpose the aggregate Voting Rights shall be computed as of such record date; provided, however,
that no such consent, request, demand, authorization, direction, notice, waiver or other act by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the provisions of this Trust Agreement not later than one
year after the record date.


 


 


ARTICLE II


DECLARATION OF TRUSTS; ENTRY INTO SWAP AGREEMENT;
ISSUANCE OF CERTIFICATES;


PURPOSE AND CLASSIFICATION OF TRUSTS


 


SECTION 2.01.Creation and Declaration of
Trusts; Assignment of Deposited Assets.  (a) The Depositor, concurrently with the execution and delivery of the related
Supplement, does hereby Transfer to the Trustee for the benefit of the Certificateholders of each given Series and without recourse,
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in,
to and under the Underlying Securities and other Deposited Assets.  Unless otherwise specified in the Supplement, each
such Transfer will include all interest, premium (if any) and principal of, on or with respect to any such Underlying Securities
due after the Cut-off Date and received by the Depositor, and will exclude all interest, premium (if any) and principal of, on
or with respect to any such Underlying Securities due on or before the Cut-off Date.  With respect to any Concentrated
Underlying Security, the Underlying Securities Schedule shall include information regarding the payment terms of the Concentrated
Underlying Security, the maturity or terms thereof and any other material information with respect thereto.


 


(b)In connection with each Transfer
referred to in paragraph (a) of this Section 2.01, the 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 that are to be acquired from a Person
other than the Depositor, as specified on the Underlying Securities Schedule to the applicable Supplement) with the Trustee by
physical delivery of such Underlying Securities duly endorsed, together with any documents necessary to transfer ownership of such
Underlying Securities, to the Trustee, or






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(ii)have ensured that the Underlying
Securities have been delivered to a Clearing Agency, in which event (A) the Securities Intermediary or its agent, on behalf of
the Trustee, has accepted delivery of such Underlying Securities through such Clearing Agency, and (B) the Underlying Securities
have been credited to a Securities Account of the Trustee and maintained by the Securities Intermediary on behalf of the Trustee,
and the Securities Intermediary or its agent shall have the right to hold and maintain such Underlying Securities on deposit with
such Clearing Agency for all purposes of this Trust Agreement.


(c)In the case of each delivery of
Underlying Securities referred to in paragraph (b) of this Section 2.01, the Depositor shall be deemed thereby to represent
and warrant to the Trustee and the Securities Intermediary that:


(i)the Depositor is duly authorized
to so deliver the Underlying Securities;


(ii)the Underlying Securities so
delivered are genuine;


(iii)at the time of delivery of the
Underlying Securities, Depositor owns such Underlying Securities, has the right to transfer its interest in such Underlying Securities
and such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest
(other than any liens of the Swap Counterparty described in Section 3.12 and granted by the Trust under the Swap Agreement and
the lien granted by the Trust in favor of the Trustee and the beneficiaries of this Trust Agreement); and


(iv)such delivery is irrevocable
and free of any continuing claim by the Depositor except with respect to any Retained Interest or such claim as the Depositor may
have as a Certificateholder.


The above representations and warranties
shall survive the delivery of the Underlying Securities and the Certificates in respect thereof.  The Depositor shall
further be deemed by such delivery to have made the representations that to the Depositor’s knowledge but without having
made any independent inquiry, as of the Closing Date, no default or event of default with respect to the Underlying Securities
has occurred and is continuing.


(d)Unless otherwise specified in the
related Supplement, the Transfer of the Deposited Assets accomplished by this Trust Agreement is absolute and shall constitute
a sale as further provided in Section 3.12.  In addition, the Trust created hereunder and thereunder shall constitute
a fixed investment trust for United States 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 characterization.  The provisions of this Trust Agreement shall be interpreted consistently with
such characterization.


(e)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 Deposited Assets, any Credit Support and the rights of the Trust under the Swap Agreement, the issuance of the Certificates
and, if applicable, Call Rights, entering into the Swap Agreement as provided herein 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 Certificates or, if applicable, Call Rights or otherwise
incur, assume or guarantee any indebtedness for money borrowed.


(f)Anything herein to the contrary
notwithstanding, none of the Trustee, the Securities Intermediary or any of the Certificateholders assumes any of the obligations
of the Depositor or any other Person in respect of the Underlying Securities.


(g)The Securities Intermediary expressly
agrees with the Trustee and the Certificateholders that, at all times from and after the date hereof, any and all of the Deposited
Assets held by the Securities Intermediary in the Certificate Account are to be treated as Financial Assets under, and for all
purposes of, UCC Article 8 and UCC Article 9.


SECTION 2.02.Acceptance by Trustee.  With
respect to each Series, the Trustee will acknowledge receipt by it, or by a custodian on its behalf, of (i) the related Underlying
Securities now existing or hereafter acquired, (ii) any Credit Support, (iii) the Swap Agreement, (iv) the Swap Guarantee and (v)
the documents specified in the Swap Agreement and declares that it will hold such assets and all other documents delivered to it






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pursuant
to this Trust Agreement, and that it will hold all such assets and such other assets (including Underlying Securities acquired
from a Person other than the Depositor) comprising the Trust for a given Series, in trust for the exclusive use and benefit of
all present and future Certificateholders of such Series and for the purposes and subject to the terms and conditions set forth
in this Trust Agreement, including the Trustee’s obligations, as and when they may arise, (a) to pay any amount due from
the Trust under the Swap Agreement, which obligations shall be and hereby are designated to be secured, under the terms of the
Swap Agreement, by a pledge of all of the Trust Property, (b) to pay Extraordinary Trust Expenses and (c) to make distributions
to the Certificateholders in accordance with Section 4.01.


SECTION 2.03.Representations and
Warranties of the Depositor.  The Depositor hereby represents and warrants to the Trustee that as of the Closing
Date or as of such other date specifically provided herein or in the applicable Supplement:


(i)the Depositor is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware;


(ii)with respect to each Supplement,
to the Depositor’s knowledge but without having made any independent inquiry, the information set forth in the Underlying
Securities Schedule with respect to each Underlying Security is true and correct in all material respects at the date or dates,
respecting which, such information is furnished;


(iii)the execution and delivery of
this Trust Agreement by the Depositor and its performance of and compliance with the terms of this Trust Agreement will not violate
the Depositor’s certificate of incorporation or by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement
or other instrument to which the Depositor is a party or which may be applicable to the Depositor or any of its assets;


(iv)the Depositor has the full power
and authority to enter into and consummate all transactions contemplated by this Trust Agreement, has duly authorized the execution,
delivery and performance of this Trust Agreement and has duly executed and delivered this Trust Agreement.  This Trust
Agreement, upon its execution and delivery by the Depositor and assuming due authorization, execution and delivery by the Trustee,
will constitute a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is
considered a Proceeding in equity or at law); and


(v)any additional representations
and warranties, if any, that may be specified in the applicable Supplement.


It is understood and agreed that the
representations and warranties of the Depositor set forth in this Section 2.03 shall survive delivery of the respective documents
and the Underlying Securities to the Trustee and shall inure to the benefit of the Trustee on behalf of the Certificateholders
notwithstanding any restrictive or qualified endorsement or assignment.  Upon discovery by any of the Depositor or the
Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests
of the Certificateholders, the party discovering such breach shall give prompt written notice thereof to the other party.


SECTION 2.04.Breach of Representation,
Warranty or Covenant.  Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor
of a breach of any representation or warranty of the Depositor set forth in Section 2.03 that materially and adversely affects
the interests of the Certificateholders of a given Series, the Depositor shall cure such breach in all material respects.


SECTION 2.05.Agreement to Execute,
Authenticate and Deliver Certificates.  With respect to each Series and the related Trust, the Trustee hereby agrees
and acknowledges that it will, concurrently with the Transfer to and receipt by it of the related Underlying Securities and any
Swap Guarantee and delivery to it by the Depositor of the executed Trust Agreement and by the Swap Counterparty of the executed
Swap Agreement, cause to be executed, authenticated and delivered to or upon the written order of the Depositor, in exchange for
the Underlying Securities and such other assets constituting the Trust for a given Series and cash in an amount equal to the premium
or other net payments to the Trust on the Closing Date under any Swap Agreement, Certificates duly authenticated by or on






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behalf
of the Trustee in an Authorized Denomination evidencing ownership of the entire Trust for such Series, all in accordance with
the terms and subject to the conditions of Section 5.02.


SECTION 2.06.Custody and Holding
of Deposited Assets.  (a) With respect to each Series, the Trustee shall hold and maintain the Deposited Assets with
the Securities Intermediary in and through, and hereby directs the Securities Intermediary to credit any and all such Deposited
Assets to, the Certificate Account (all as further provided in this Article II) in such manner as shall enable the Trustee
to be and have the rights of an Entitlement Holder with respect to, and have sole dominion and control (including, without limitation,
Securities Control) over, such Deposited Assets.


(b)The Securities Intermediary hereby
represents, warrants, covenants and agrees that from and after the Closing Date:


(i)Each Certificate Account is a
Securities Account, with the Trustee (for its benefit and the benefit of the Certificateholders) as the Entitlement Holder in,
and having sole dominion and control (including, without limitation, Securities Control) over, any and all Deposited Assets (including,
without limitation, any and all assets and properties referred to in clause (ii) below) in such Certificate Account.


(ii)All assets and properties from
time to time transferred or credited to the Certificate Account constitute Financial Assets.


(iii)The Securities Intermediary
is (and will remain) a securities intermediary and is acting (and will continue to act) as such with respect to the Certificate
Account, the Deposited Assets therein and the Trustee as Entitlement Holder.  Unless otherwise instructed by the Trustee
in writing, the Securities Intermediary will treat the Trustee (for its benefit and the benefit of the Certificateholders) as entitled
to exercise the rights that comprise the Deposited Assets in each Certificate Account.  Further, the Securities Intermediary
is and will remain (A) a bank, banking institution, financial firm or similar party, in each case, that regularly accepts in its
course of its business Book-Entry Securities as a custodial service for customers and maintains Securities Accounts in the name
of such customers reflecting ownership of or interest in such Securities, (B) will maintain its books and records reflecting
such Book-Entry Securities in the State of New York and (C) if the Trustee maintains one or more Certificate Accounts with the
Securities Intermediary, will have entered into, and will maintain in full force and effect, an agreement with the Trustee (which,
on the date hereof, is comprised of this Trust Agreement) to the effect that their respective rights and obligations in respect
of each other, said Underlying Securities and said Certificate Accounts are governed by the laws of the State of New York.


(iv)The Securities Intermediary shall
hold any and all assets and properties from time to time comprising the Deposited Assets (whether individually or as part of a
fungible bulk) in a manner such that the Trustee will have dominion and control (including, without limitation, Securities Control)
over such Deposited Assets.  The Securities Intermediary will credit to the appropriate Certificate Account (and will
thereby or by book entry or otherwise identify as being subject to the Transfer to the Trustee hereunder) any and all assets and
properties from time to time comprising the Deposited Assets in accordance with Section 2.06(a) hereof.


(v)To effect the intention of clauses (i)
through (iv) above, the Securities Intermediary or its agent maintains (and will continue to maintain):


(A)one or more Securities Accounts
with the Depository.  The Securities Intermediary or its agent will instruct the Depository to credit such Securities
Accounts of the Securities Intermediary or its agent with the Depository with the Depository Securities comprising from time to
time the Deposited Assets; and


(B)one or more Fed Member Securities
Accounts to which the Securities Intermediary through its agent will instruct the Fed to credit, in accordance with the Book-Entry
Regulations, all Book-Entry Securities from time to time comprising the Deposited Assets.


(vi)There are no other agreements
entered into between the Securities Intermediary and the Depositor with respect to any Certificate Account.


(vii)The Securities Intermediary
has not entered into, and until the termination of the Trust Agreement will not enter into, any agreement with any other Person
relating to any Certificate Account and/or any financial






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assets
credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC)
of such other Person.


(viii)The Securities Intermediary
has not entered into, and until the termination of the Trust Agreement will not enter into, any agreement with the Depositor or
the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as
set forth above.


SECTION 2.07.Entry in Swap Agreement
and Other Agreements. Concurrently with the execution of the Trust Agreement, the Trust shall (i) execute and deliver the Swap
Agreement and each Transaction thereunder, if any, (ii) accept the Swap Guarantee, (iii) enter into each other Agreement specified
in the Trust Agreement, including, without limitation, agreement evidencing or ancillary to any Call Right, any repurchase agreement,
and any expense administration agreement. It shall be a condition to the effectiveness of the Trust Agreement that the Swap Agreement
be effective as of the date of the Trust Agreement. The Trustee shall, on behalf of the Trust, perform the obligation of the Trust
under the Swap Guarantee promptly upon obtaining notice of a payment default under the Swap Agreement by the Swap Counterparty.
The Trustee and the Depositor agree, and each Certificateholder by acquiring its Certificates shall be deemed to agree, that the
Swap Agreement does not represent an ownership interest in the Trust or its assets and that none of them shall treat the Swap Agreement
as an ownership interest in the Trust for any purpose. Except as expressly set forth in this Trust Agreement and in the Swap Agreement,
the receipt by the Trustee of the Underlying Securities and the execution by the Trustee of the Swap Agreement shall not constitute
and is not intended to result in an assumption by the Trustee or any Certificateholder of any obligation of the issuer of the Underlying
Securities or the Swap Counterparty or any other Person in connection with the Underlying Securities or the Swap Agreement or under
any agreements or instruments relating to any of them.


ARTICLE III


ADMINISTRATION OF EACH TRUST


 


SECTION 3.01.Administration of
Each Trust.  (a) The Trustee shall administer the Trust Property for each given Trust for the benefit of the Certificateholders
of the related Series.  In engaging in such activities, the Trustee shall follow or cause to be followed collection procedures
in accordance with the terms of these Standard Terms and the applicable Supplement, the respective Underlying Securities, Swap
Agreement, Swap Guarantee and any applicable Credit Support Instruments.  With respect to each Trust, and subject only
to the above-described standards and the terms of these Standard Terms, the related Supplement, the respective Underlying Securities,
Swap Agreement, Swap Guarantee and applicable Credit Support Instruments, if any, the Trustee shall have full power and authority,
acting alone or through Administrative Agents as provided in Section 7.02, to do or cause to be done any and all things in
connection with such administration which it deems necessary to comply with the terms of these Standard Terms and the applicable
Supplement.


(b)The duties of the Trustee shall
be performed in accordance with applicable local, State and Federal law, and the Trustee shall, at the direction of the Depositor,
make any and all filings, reports, notices or applications with (as prepared by the Depositor), and seek any comments and authorizations
from, the Commission and any State securities authority on behalf of the Trust for each Series.


SECTION 3.02.Collection of Certain
Underlying Security Payments.  With respect to any Series or Class, the Trustee shall make reasonable efforts to
collect all payments required to be made pursuant to the terms of the Underlying Securities in a manner consistent with the terms
of this Trust Agreement, such Underlying Securities and any related Credit Support Instruments, if applicable.


SECTION 3.03.Certificate Accounts.  (a)
For each Series, the Trustee shall establish and maintain one or more Eligible Accounts (collectively, the “Certificate Accounts”),
which shall be Securities Accounts and shall be held in trust in the name of the Trustee for its benefit and the benefit of Certificateholders
of such Series, subject to any security interest in the Trust granted in favor of the Swap Counterparty pursuant to the Swap Agreement
and the obligation of the Trust to pay Extraordinary Trust Expenses.  The Trustee on behalf of such Certificateholders
shall possess all right, title and interest in all funds on deposit from time to time in each Certificate Account and in all proceeds
thereof, subject to any security interest in the Trust granted in favor of the Swap Counterparty pursuant to the Swap Agreement
and the obligation of the Trust to pay Extraordinary Trust Expenses.  With respect to each Series and in accordance with
Section 2.06, the Certificate Accounts shall be under the sole dominion and control (including, without limitation, Securities
Control) of the Trustee for the benefit of the related Certificateholders and






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the Swap
Counterparty.  With respect to each Series, not later than the close of business on the Business Day on which the Trustee
receives such amounts in the form of immediately available funds (so long as such funds are received by the Trustee by 3:00 p.m.,
New York City time, and on the next Business Day otherwise), the Trustee shall deposit or cause to be deposited in the Certificate
Accounts all amounts received by it with respect to the Deposited Assets, any Credit Support, the Swap Agreement, the Swap Guarantee
and all Liquidation Proceeds related to such Series including:


(i)all payments on account of principal
of such Underlying Securities;


(ii)all payments on account of interest
on such Underlying Securities;


(iii)all payments on account of premium
(if any) on such Underlying Securities;


(iv)any payments in respect of any
such Credit Support;


(v)any Advances made as required
pursuant to Section 4.04;


(vi)any interest or investment income
earned on funds deposited in the related Accounts;


(vii)all Swap Amounts and all other
payments (if any) received by the Trustee on account of the Swap Agreement; and


(viii)all payments received by the
Trustee on account of the Swap Guarantee.


Unless otherwise specified in the applicable
Supplement, it is understood and agreed that payments in the nature of prepayment or redemption penalties, late payment charges,
default interest or reinvestment income which may be received by the Trustee shall be deposited by the Trustee in the Certificate
Account and shall not be retained by the Trustee for its own account.


If, at any time, the Certificate Account
for any Series ceases to be an Eligible Account, the Trustee shall within five Business Days (or such longer period, not to exceed
30 calendar days, as to which the Rating Agency Condition is met) establish a new Certificate Account meeting the conditions specified
above and the Trustee shall within five Business Days transfer any cash and any investments on deposit in the Certificate Account
to such new Certificate Account, and from the date such new Certificate Account is established, it shall be the Certificate Account
for such Series.


(b)The Trustee shall give notice to
the Depositor of the location of each Eligible Account constituting the Certificate Account and prior to any change thereof, if
such Eligible Account is or will be located at an institution other than The Bank of New York Mellon.


SECTION 3.04.Liquidation Event.  Unless
a Trust Wind-Up Event has also occurred and unless otherwise provided in the Supplement, if (a) there occurs an Underlying Security
Default with respect to any Underlying Security (including a payment default) or any Underlying Security held by the Trust becomes
a Disqualified Underlying Security, (b) there occurs an acceleration of the date of maturity of any of the Underlying Securities,
(c) any Underlying Securities Issuer becomes a Disqualified Issuer, (d) any Swap Counterparty becomes a Disqualified Swap
Counterparty, (e) any Swap Default or Termination Event occurs under any Transaction and such Transaction is terminated or (f)
any Credit Support becomes a Disqualified Credit Support, then the Trustee, upon receiving notice of the events set forth in (a)
through (f) (each such event a “Liquidation Event”) shall take one of the following actions, subject to and in accordance
with the Distribution Election:


(i)other than in the case of an Underlying
Securities Issuer becoming a Disqualified Issuer or a Swap Counterparty becoming a Disqualified Swap Counterparty, immediately
direct the Market Agent to sell the Affected Underlying Securities and a pro rata portion of the Related Assets held by such Trust,
in accordance with the Sale Procedures, and apply the Liquidation Proceeds, if any, in accordance with the Distribution Election;
or


(ii)in the case of an Underlying
Securities Issuer becoming a Disqualified Issuer or a Swap Counterparty becoming a Disqualified Swap Counterparty, immediately
direct the Market Agent to sell sufficient Affected Underlying Securities and a pro rata portion of the Related Assets held by
such Trust, in accordance with






    	26



    	 



    
the Sale
Procedures, to pay any Swap Termination Payment and then distribute the Affected Underlying Securities and a pro rata portion
of the Related Assets in accordance with the Distribution Election.


In the case of a sale by the Market Agent
of Affected Underlying Securities and Related Assets pursuant to clause (i) of this Section 3.04, the Trustee shall deliver
such Affected Underlying Securities and Related Assets to the purchaser of such Affected Underlying Securities and Related Assets
only against payment in same day funds and the Trustee shall deposit the same into the Certificate Account.


SECTION 3.05.Investment of Funds
in the Accounts.  The Trustee may direct any depository institution maintaining the Certificate Account or the Reserve
Account, if any, for the Series and any other segregated Eligible Account, which Eligible Account shall be a Securities Account
the contents of which are held for the benefit of Certificateholders of such applicable Series (each, an “Account”),
to invest the funds therein at the specific written direction of the Depositor in one or more Eligible Investments bearing interest
or sold at a discount, which shall be held to maturity unless payable on demand and which funds shall not be reinvested upon the
maturity or demand for payment of such Eligible Investment.  If the Depositor does not provide any investment directions
by 10:00 a.m. on any Business Day on which funds are credited to any Account, such funds will be invested in Federated Prime Obligations
Fund (Ticker: POIXX) until receipt of investment directions to the contrary.  Investments of such funds shall be invested
in Eligible Investments that will mature so that such funds will be available for distribution on the next Distribution Date.  Except
as otherwise provided in the applicable Supplement, any earnings with respect to such Eligible Investments shall be paid to, and
any losses with respect to such Eligible Investments shall be solely for the account of, the Certificateholders in proportion to
their interest in the invested funds.  In the event amounts on deposit in an Account are at any time invested in an Eligible
Investment payable on demand, the Securities Intermediary, on behalf of the Trustee and the Trust, shall:


(i)consistent with any notice required
to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder
in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such
date; and


(ii)demand same day payment of all
amounts due thereunder upon a determination by the Trustee that such Eligible Investment would not constitute an Eligible Investment
in respect of funds thereafter on deposit in any Account.


None of the Trustee, the Depositor or
the Securities Intermediary shall in any way be held liable by reason of any insufficiency in any Account resulting from any loss
on any Eligible Investment made in accordance with this Trust Agreement.


SECTION 3.06.Maintenance of Credit
Support.  (a) On the applicable Closing Date, the Trustee at the written direction of the Depositor or, if so specified
in the applicable Supplement, the Depositor shall, to the extent specified in the applicable Supplement, establish and maintain,
or enter into, as applicable, in the name of the Trustee, either as part of the related Trust or outside it, for the benefit of
the Certificateholders of the related Series, the Credit Support specified in the applicable Supplement.  To the extent
specified in the applicable Supplement, the Depositor will make or cause to be made any initial deposit to the Certificate Account
or any Reserve Account (which shall be an Eligible Account) for the related Series as of the Closing Date.  Unless the
Supplement for a given Series provides otherwise, if a Reserve Account exists for such Series, collections with respect to the
Underlying Securities for such Series not distributed to the Certificateholders of such Series shall be deposited in the Reserve
Account.  The Reserve Account, if any, shall be an asset of the Depositor (and the income earned on any amounts held
in the Reserve Account shall be allocable to the Depositor, who agrees to include any such income in its gross income for all United
States federal, state and local income and franchise tax purposes) and will not be a part of or otherwise be included in the Trust
but will be held for the benefit of the Certificateholders.


(b)Amounts on deposit in the Reserve
Account and amounts available pursuant to any other Credit Support for such Series shall be applied by the Trustee to make distributions
of principal of and premium (if any) and interest on the Certificates of such Series as required pursuant to Section 4.01
and the applicable Supplement to the extent that funds are not otherwise available for such purpose.  If specified in
such Supplement, immediately after each Distribution Date, amounts on deposit in the Reserve Account for such Series in excess
of a specified amount shall be paid to the Person so specified in such Supplement.






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SECTION 3.07.Realization upon
Defaulted Underlying Securities.  (a) The Trustee on behalf of the Certificateholders, shall assert claims under
each applicable Credit Support Instrument, Swap Agreement or Swap Guarantee and shall take such reasonable steps as are necessary
to receive payment or to permit recovery thereunder with respect to any Underlying Security Default, subject in all cases to the
provisions of Section 3.04, Section 10.02 and Article VII hereof.


(b)Unless otherwise provided in the
related Supplement, if the Trustee is unable to obtain full recovery in respect of any related Credit Support Instrument, Swap
Agreement or Swap Guarantee due to an Underlying Security Default pursuant to Section 3.07(a), the Trustee shall follow or
cause to be followed such normal practices and procedures as it deems necessary or advisable to realize upon such Credit Support
Instrument, Swap Agreement or Swap Guarantee, subject in all cases to the provisions of Section 3.04, Section 10.02 and Article VII
hereof.


(c)If the Liquidation Proceeds of a
defaulted Underlying Security are less than the sum of (i) the outstanding principal balance of the defaulted Underlying Security,
(ii) any related Swap Termination Payment payable hereunder and in accordance with the Distribution Election and (iii) the aggregate
amount of expenses incurred by the Trustee in connection with the practices and procedures referred to in paragraph (b) of this
Section 3.07 to the extent reimbursable under these Standard Terms and the related Supplement, the Trust for the applicable
Series shall recognize a Realized Loss equal to the amount of such difference.  Any such Realized Loss shall be allocated
in accordance with Section 4.05.


SECTION 3.08.Retained Interest.  The
Retained Interest, if any, in any Underlying Security shall initially be held by the Person so specified in the related Supplement
as and to the extent specified therein.


SECTION 3.09.Access to Certain
Documentation.  The Trustee shall provide to any Federal, State or local regulatory authority that may exercise authority
over any Certificateholder, the Swap Counterparty or the Swap Guarantor access to the documentation in the Trustee’s possession
regarding the Underlying Securities, the Swap Agreement and the Swap Guarantee required by applicable laws and regulations.  Such
access shall be afforded without charge, but only upon reasonable written request and during normal business hours at the offices
of the Trustee designated by it.  In addition, access to the documentation in the Trustee’s possession regarding
the Underlying Securities, the Swap Agreement and the Swap Guarantee related to a given Series (or Class within such Series)
will be provided to any Certificateholder, the Swap Counterparty or the Swap Guarantor of such Series (or Class) upon reasonable
written request during normal business hours at the offices of the Trustee designated by it at the expense of the Certificateholder
requesting such access.


SECTION 3.10.Reporting by the
Depositor.  (a) The Depositor shall:


(i)file with the Trustee, within
30 days after the Depositor is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules
and regulations prescribe) which the Depositor is required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act; or, if the Depositor is not required to file information, documents or reports pursuant to either of such
Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed by the Commission,
such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of
the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed in such
rules and regulations;


(ii)file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed by the Commission, such additional information, documents and
reports with respect to compliance by the Depositor with the conditions and covenants provided for in this Trust Agreement, as
may be required by such rules and regulations, certificates or opinions of independent accountants, conforming to the requirements
of TIA Section 314(e);


(iii)supply to the Trustee (and the
Trustee shall transmit to all Certificateholders, the Swap Counterparty and the Swap Guarantor in the manner and to the extent
provided in TIA Section 313(c)), such summaries of any information, documents and reports required to be filed by the Depositor
pursuant to clauses (i) and (ii) of this Section 3.10 as may be required by rules and regulations prescribed by the Commission;
and






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(iv)furnish to the Trustee, not less
often than annually, a certificate from the principal executive, financial or accounting officer of the Depositor as to his or
her knowledge of the Depositor’s compliance with all conditions and covenants under this Trust Agreement.  For
purposes of this clause (iv), such compliance shall be determined without regard to any period of grace or requirement of
notice provided under this Trust Agreement.


Any reports, statements, documents or
other information required to be furnished by the Depositor to the Trustee pursuant to these Standard Terms or any Supplement shall
be deemed to have been delivered to the Trustee if the Trustee is in possession of such reports, statements, documents or other
information at the time they are to be furnished pursuant to these Standard Terms or any Supplement.


Each annual report on Form 10-K
will be signed by the Depositor and will include a certification required by Section 302 of the Sarbanes-Oxley Act of 2002,
in the form prescribed by Item 601 of Regulation S-K under the Securities Act.


(b)The Trustee shall:


(i)on behalf of the Trust, prepare
for filing with the Commission, within the time period set forth below, copies of the annual reports and of the information, documents,
certifications and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe), if any, which the Depositor on behalf of the Trust may be required to file with the Commission
pursuant to Regulation AB and Section 13 or 15(d) of the Exchange Act (collectively, “Exchange Act Reports”)
with respect to the Trust. The names and requirements of such Exchange Act Reports and the dates on which they are required to
be filed with the Commission are as follows:


(A)Form 8-K, within the time
requirement prescribed by Regulation AB and the Exchange Act if the filing of Form 8-K is necessary;


(B)Form 10-D, within the time
requirement prescribed by Regulation AB and the Exchange Act;


(C)Form 10-K, within the time
requirement prescribed by Regulation AB and the Exchange Act; and


(D)such other reports as may
be required pursuant to Section 13 or 15(d) of the Exchange Act;


provided that if any filing
being described in clauses (A) and (D) does not relate to an event explicitly applicable to the Trustee, the Trustee shall not
be required to file a report with respect to such event unless it receives direction by the Depositor to do so.


(ii)on behalf of the Trust, provide
to the Depositor for review, draft reports within the following time frames or such shorter period as is required, in consultation
with the Depositor, to permit timely execution and filing of such reports:


(A)Form 8-K, as soon as possible,
but in any case, within two business days after the event being reported or in the case of events not related to the Trustee, within
one business day of direction by the Depositor to prepare the filing;


(B)Form 10-D, within five business
days of the Distribution Date;


(C)Form 10-K, no later than March
15th of such calendar year, exclusive of the assessment of compliance which shall be delivered pursuant to the time frame specified
in Section 7.17(a); and


(D)such other reports, as soon
as soon as possible following the event triggering the reporting requirement or in the case of events not related to the Trustee,
within one business day of direction by the Depositor to prepare the filing.]






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SECTION 3.11.Charges and Expenses.  Except
as otherwise provided in these Standard Terms or the related Supplement, no amounts in the nature of fees or charges shall be payable
by or withheld from the Trust, the Depositor or any other person and there shall be no recourse or claim against the Trust or the
property of the Trust for all or any part of any fees or charges payable to any person.


SECTION 3.12.Sale. The parties
hereto agree and intend that the Transfer of Underlying Securities, the Swap Agreement and all proceeds of any of the foregoing
shall be treated as a sale and purchase by the Trust and not a loan or a pledge to secure a loan. If for any reason such Transfer
is deemed to be a loan or a pledge to secure a loan, the parties intend that the Trust Agreement shall be a security agreement
pursuant to which there shall be deemed to have been granted to the Trustee a security interest in all right, title and interest
in the Underlying Securities, the Swap Agreement and all proceeds of any of the Trust. If the Trust terminates prior to the satisfaction
of the claims of any Certificateholder under any Certificate, the security interest created hereby shall continue in full force
and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Certificateholder, subject to the
prior security interest of the Swap Counterparty under the Swap Agreement and to the terms of the Trust Agreement.


SECTION 3.13.Listing; Exchange
Act Reporting. The Depositor may, but shall not be required to, maintain any listing of the Certificates on the New York Stock
Exchange or any other applicable securities exchange, and nothing herein shall preclude the Depositor from withdrawing or modifying
the listing of the Certificates in accordance with the rules of any such securities exchange from time to time. The Depositor shall
have no duty to inquire whether an Underlying Securities Issuer or Swap Counterparty has become a Disqualified Issuer or Disqualified
Swap Counterparty, nor shall the Depositor have any duties hereunder in relation to a Failure to File Event, unless and until the
Depositor has received actual notice that a Failure to File Event has occurred.


SECTION 3.14.Significance Percentage.
On or about the date that is 45 days prior to each Distribution Date, the Swap Counterparty will calculate its “significance
percentage” as determined in accordance with Item 1115 of Regulation AB under the Securities Act. The Swap Counterparty will
promptly notify the Trust (a “Reporting Threshold Notice”) if the significance percentage of the Swap Counterparty
is, or is reasonably likely to become, equal to or greater than 10% and the Swap Counterparty would fall within the definition
of Disqualified Swap Counterparty. Following such Reporting Threshold Notice, the Depositor shall direct the Swap Counterparty
to transfer its rights and obligation under the Swap Agreement to a Replacement Swap Counterparty (as defined in the Swap Agreement)
(which may be an affiliate of the Swap Counterparty) that would not be a Disqualified Swap Counterparty, such transfer to be effected
prior to the next Distribution Date. Any Replacement Swap Counterparty must assume all such rights and obligations (including with
respect to acting as calculation agent under the Swap Agreement) and must have an S&P rating no lower than the higher of the
S&P rating of the Swap Counterparty or the Swap Guarantor. In addition, any Replacement Swap Counterparty must be a Person
who regularly offers to enter into, assume, offset, assign or otherwise terminate positions in Swap Agreements with customers in
the ordinary course of a trade or business.


ARTICLE IV


DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS


 


SECTION 4.01.Distributions.  (a)
On each Distribution Date for a given Series, the Trustee shall apply Available Funds in the Certificate Account for such Series
in the manner and priority set forth in the Supplement for such Series.  In any event, however, any amounts collected
during any period shall be distributed to the Holders no later than the Distribution Date immediately following the receipt thereof.


(b)All distributions to Holders shall
be payable only from Available Funds, and no provision of this Trust Agreement shall be deemed to create any obligation on the
part of the Trustee or the Depositor to make any distribution from any other source.


SECTION 4.02.Distributions on
Certificates.  (a) Distributions on any Certificate that are payable and are punctually paid or duly provided for
on any Distribution Date shall be distributed to the Person in whose name such Certificate (or one or more Predecessor Certificates)
is registered at the close of business on the related Record Date notwithstanding the cancellation of such Certificate upon any
transfer or exchange subsequent to such related Record Date.


The distribution of interest and principal
on Certificates shall be made:






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(i)if the Certificateholder is a
Depository, to the Depository, which shall credit the relevant Participant’s account at such Depository in accordance with
the policies and procedure of the Depository; or


(ii)if the Holder is not a Depository,
at the Corporate Trust Office (except as otherwise specified pursuant to the applicable Supplement) or, at the option of the Trustee,
by check mailed to the address of the Person entitled thereto as such address shall appear in the Certificate Register or, if provided
pursuant to the applicable Supplement and in accordance with arrangements satisfactory to the Trustee, at the option of the registered
Holder by wire transfer to an account designated by the registered Holder.  Notwithstanding clause (i) of this paragraph (a),
with respect to a Holder of Certificates not held in a Depository and having at least the Minimum Wire Denomination, such payment
shall be made by wire transfer of immediately available funds to the account designated by such Holder in a written request received
by the Trustee not later than 10 days prior to such Distribution Date; provided, however, that if a wire transfer
cannot be made for any reason, payment shall be made by check.  The Trustee shall not be required to send federal funds
wires until any corresponding payments which were not same day funds when received by it have become same day funds.


(b)Each Certificate delivered under
this Trust Agreement upon transfer of or in exchange for or in lieu of any other Certificate shall carry the rights to interest
accrued and undistributed, and to accrue, that were carried by such other Certificate.


(c)Unless otherwise specified in the
Supplement, the Pass-Through Rate applicable to the Certificates of any Series or Class within such Series will be the equivalent
fixed or floating rate applicable to payments received by the Trust under any related Swap Agreement (as determined by the Swap
Calculation Agent) or, in the absence of any Swap Agreement, under the Underlying Securities. If the Supplement specifies a Calculation
Agent, the Calculation Agent shall calculate the Pass-Through Rate applicable to the Certificates from time to time as specified
in the Supplement. All determinations of interest by the Calculation Agent hereunder shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holders of Certificates. Each of the protections, releases, indemnities and other
terms applicable to the Trustee under Sections 7.01, 7.03, 7.04, 7.06, 7.11 and 7.12 shall apply to the Calculation Agent in connection
with its actions as Calculation Agent for the Trust.


(d)With respect to any computations
or calculations to be made under these Standard Terms, the applicable Supplement and the Certificates, except as otherwise provided,
all percentages resulting from any calculation of accrued interest will be rounded, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward.


(e)The final distribution of principal
and/or premium shall be made upon presentation and surrender of such Certificates at the Corporate Trust Office.


SECTION 4.03.Reports to Certificateholders.  (a)
At any time when the Trust is not subject to Section 13 or 15(d) under the Exchange Act, unless otherwise specified in the applicable
Supplement, on the fifth Business Day following each such Distribution Date the Trustee shall forward or cause to be forwarded
to the Depositor, each Holder of such Series, each Swap Counterparty, each Rating Agency rating such Series and such other Persons
as may be specified in such Supplement, a statement setting forth:


(i)the amounts received by the Trustee
as of the last such statement in respect of principal, interest and premium on the Underlying Securities and any amounts received
by the Trustee with respect to any Swap Agreement or other derivatives transaction that may be entered into by the Trust pursuant
to the terms of these Standard Terms and the related Supplement;


(ii)the amounts payable by the Trust
as of the statement date pursuant to Swap Agreement and any other amounts payable pursuant to any other derivatives transaction
that may be entered into by the Trust pursuant to the terms of these Standard Terms and the related Supplement;


(iii)the amount of compensation received
by the Trustee, and any Administrative Agent, for the period relating to such Distribution Date, and the amount of any other fees
or expenses accrued and paid by the trust for the period relating to such Distribution Date with an identification of the general
purpose of such fees and the party receiving such fees or expenses;






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(iv)the amount of the distribution
on such Distribution Date to Holders allocable to principal of and premium, if any, and interest on the Certificates of each such
Class and to the Retained Interest, and the amount of aggregate unpaid interest accrued as of such Distribution Date;


(v)the applicable Record Date and
interest accrual date for calculating the distributions on such Distribution Date;


(vi)in the case of each Class of
Floating Rate Certificates of such Series, the respective Floating Pass-Through Rate applicable to each such Class on such Distribution
Date, as calculated in accordance with the method specified in such Certificates and the related Supplement;


(vii)if the Supplement provides for
a Reserve Account, the balance of such Reserve Account at beginning and end of the period relating to such Distribution Date and
any material Reserve Account activity during such period;


(viii)if the Supplement provides
for Advances, the aggregate amount of Advances, if any, included in such distribution, and the aggregate amount of unreimbursed
Advances, if any, at the close of business on such Distribution Date;


(ix)the aggregate stated principal
amount and, if applicable, notional amount of the Underlying Securities related to such Series, any delinquency or loss information
with respect to the Underlying Securities, any material breaches of representations, warranties or covenants related to the Underlying
Securities, the current interest rate or rates thereon at the close of business on such Distribution Date;


(x)the aggregate Certificate Principal
Balance (or Notional Amount, if applicable) of each Class of such Series at the close of business on such Distribution Date, separately
identifying any reduction in such aggregate Certificate Principal Balance (or Notional Amount) due to the allocation of any Realized
Losses on such Distribution Date or otherwise as may be specified by the Depositor;


(xi)as to any Series (or any
Class within such Series) for which Credit Support has been obtained, the amount or notional amount of coverage of each element
of Credit Support (and rating, if any, thereof) included therein as of the close of business on such Distribution Date, any payments
made with respect to each element of Credit Support for the period relating to such Distribution Date with an identification of
the general purpose of such payments and the party receiving such payments and any amounts drawn on each element of Credit Support;


(xii)if applicable and provided to
the Trustee in writing by the Swap Counterparty, the new Swap Rate applicable to the Swap Rate Accrual Period next beginning; and


(xiii)any other information appropriate
for a Series, as specified in the applicable Supplement.


Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each Person who at any time during each such calendar year was a Holder
a statement containing the information set forth in clause (iii) above, aggregated for such calendar year during which such
person was a Holder.  Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any requirements of the Code as are from time to time in effect.  The
Trustee shall supply to Holders in writing at such Holder’s expense who so request all materials received by the Trustee
from the Underlying Securities Issuer.


(b)The Trustee will deliver to Certificateholders,
the Depositor, each Swap Counterparty, and any Credit Support Provider copies of all notices and communications it receives from
each Underlying Securities Issuer within three (3) Business Days of receipt, including notice of any redemption of or self-tender
for the Underlying Securities by the Underlying Securities Issuer. The Trustee will also notify the Depositor and the Certificateholders
within three (3) Business Days of receipt of any exercise of any call rights with respect to the Underlying Securities by a Swap
Counterparty under the terms of a Swap Agreement.


(c)At any time when the Trust is not
subject to Section 13 or 15(d) of the Exchange Act, upon request to the Trustee by a Certificateholder or a prospective purchaser
from a Certificateholder of the information required by Rule 144A(d)(4)(i) of the Securities Act, the Trustee shall promptly
notify the Depositor of






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such request,
and the Depositor shall promptly thereafter provide such information to the Trustee, and the Trustee shall furnish such information
to such Certificateholder or prospective purchaser, provided that for purposes of this Section 4.04(c), the information
required by Rule 144A(d)(4)(i) shall be as interpreted in Release No. 33-6862, Part D, i.e., basic, material information
concerning the structure of the Trust, the Certificates and distributions in respect thereof, and the nature and performance of
the Underlying Securities, the Swap Agreement and any other assets of the Trust.


SECTION 4.04.Advances.  (a)
Unless otherwise specified in the applicable Supplement, the Trustee shall have no obligation to make Advances (as defined below)
with respect to the Underlying Securities or in favor of the Holders of any Series (or Class within such Series) of Certificates.


(b)However, as and to the extent provided
in the Supplement for a given Series, and subject to the terms of paragraphs (c) and (d) of this Section 4.04, on or
prior to each Distribution Date, the Trustee shall advance or cause to be advanced in immediately available funds for deposit in
the Certificate Account for such Series an advance (each, an “Advance”) in an amount equal, unless otherwise specified
in the related Supplement, to the aggregate of distributions of principal, premium (if any) and interest due on the Underlying
Securities for such Series (or Class) during the related Collection Period, to the extent remaining unpaid at the time of
such Advance.  In satisfaction of its obligation to make such Advances, the Trustee shall make such Advances from its
own funds and may recover Advances from late collections received by the Trustee on the applicable Underlying Securities, proceeds
from any applicable Credit Support, if any, and Liquidation Proceeds with respect to the Underlying Securities for such Series
or Class, as specified in the related Supplement, as to which any such Advance was made.


(c)Notwithstanding any provision herein
to the contrary, no Advance shall be required to be made hereunder if the Trustee reasonably believes that it will be unable to
recover such Advance from related late collections, Credit Support proceeds, if any, Swap Agreement, Swap Guarantee or Liquidation
Proceeds with respect to the applicable Underlying Securities.  It is further understood and agreed that the Trustee
shall not be obligated to make any Advances in respect of reductions in the amount of collections on the Underlying Securities
due to bankruptcy proceedings with respect to the Underlying Securities or the obligors thereof.


(d)Notwithstanding any provision herein
to the contrary, unless otherwise provided in the related Supplement for a given Series, any Advances made in respect of any Underlying
Securities related to such Series (or Class within such Series) that subsequently are deemed by the Trustee to be nonrecoverable
from related late collections, Credit Support proceeds, if any, Swap Agreement, Swap Guarantee or Liquidation Proceeds may be reimbursed
to the Trustee through the application of amounts on deposit in the Certificate Account for such Series allocable to any of such
Underlying Securities prior to the distributions of interest, premium (if any) and principal with respect to the Certificates of
such Series or Class.


SECTION 4.05.Allocation of Realized
Losses and Trust Expenses.  With respect to any Series, Realized Losses and Extraordinary Trust Expenses, if any,
shall be allocated on any Distribution Date in accordance with the Allocation Ratio, provided, however, that distributions
pursuant to Section 3.04 shall be completed as the earliest practicable date.


SECTION 4.06.Compliance with Withholding
Requirements.  (a) Notwithstanding any other provision of this Trust Agreement to the contrary, the Trustee shall
comply with all Federal withholding requirements respecting distributions to Holders of interest or original issue discount and
pursuant to the Swap Agreement that the Trustee believes are applicable under the Code.  The consent of Holders shall
not be required for such withholding.


(b)Each Holder will provide the Trustee
(and, so long as the Certificates are held at a Depository in the form of Global Certificates, each Beneficial Owner of the Certificates
will provide such Depository and the Trustee) with evidence that there should not be any withholding tax assessed for United States
federal income tax purposes in respect of distributions to such Holder, such evidence to take the form of a statement, on a duly
executed and up-to-date Internal Revenue Service Form W-8 (or successor form), Form W-9 (or successor form), or Form 4224
(or successor form), as applicable, that identifies the Beneficial Owner of the Certificate; provided, however, that
for so long as the Certificates are held at a Depository in the form of Global Certificates, the Holder shall have no obligation
to provide the Trustee with any such evidence except to the extent it has received such evidence from Beneficial Owners of the
Certificates.  The Trustee shall not be required to accept any such






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Internal
Revenue Service forms if it believes that they are not accurate (but the Trustee shall not be required to make any independent
investigation to determine their accuracy).


(c)If any tax or other governmental
charge shall become payable by or on behalf of the Trustee, including any tax or governmental charge required to be withheld from
any payment by the Trustee under the provisions of any applicable law or regulation with respect to any Underlying Securities or
the Certificates, such tax or governmental charge shall be payable by the Holder and may be withheld by the Trustee.  The
consent of the Holder shall not be required for such withholding.  In the event the Trustee does withhold any amount
from interest or original issue discount distributions or Advances thereof to any Holder pursuant to Federal withholding requirements,
the Trustee shall indicate in the statement required pursuant to Section 4.03 the amount so withheld.


(d)The Depositor and the Trustee shall
have the right to refuse the surrender, registration of transfer or exchange of any Certificate with respect to which such tax
or other governmental charge shall be payable until such payment shall have been made by the Holder thereof.


SECTION 4.07.Optional Exchange.  (a)
The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however,
that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee’s
request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements
for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended,
and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization
of the Trust as a “grantor trust” under the Code.  The terms of an Optional Exchange may include, but are
not limited to, the following:


(i)a requirement that the exchanging
Holder tender to the Trustee Certificates of each Class within such Series;


(ii)a minimum Certificate Principal
Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;


(iii)a requirement that the Certificate
Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;


(iv)specified dates on which a Holder
may effect such an Optional Exchange (each, an “Optional Exchange Date”), as specified in the applicable Supplement;


(v)limitations on the right of an
exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support;


(vi)adjustments to the value of the
proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve
for any unanticipated Extraordinary Trust Expenses; and


(vii)a requirement that the exchanging
Holder obtain the consent of any Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment of
the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee.


(b)Unless otherwise provided in the
applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least
30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days
prior to an Optional Exchange Date a telegram, telex, facsimile transmission, electronic communication or letter from a member
of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its
normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate
Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor
and the terms of such Certificate, a statement that the Optional Exchange is being exercised thereby and an assurance that the
Registered Certificate to be exchanged with the form entitled “Option to Elect Exchange” on the reverse of the Registered
Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter, and






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such Certificate
and form duly completed must be received by such Trustee by such fifth Business Day.  Any tender by the Holder thereof
for Optional Exchange shall be irrevocable.  Unless otherwise provided in the applicable Supplement, the Optional Exchange
option may be exercised pursuant to this Section 4.07 by the Holder of a Certificate for less than the aggregate Certificate
Principal Balance or Notional Amount of such Certificate as long as the Certificate Principal Balance or Notional Amount remaining
Outstanding after such Optional Exchange is an Authorized Denomination and all other requirements set forth in the related Supplement
are satisfied.  Upon such partial exchange, such Certificate shall be cancelled and a new Certificate or Certificates
for the remaining Certificate Principal Balance or Notional Amount thereof shall be issued (which shall be in the name of the
Holder of such exchanged Certificate).


(c)Upon the completion of any such
Optional Exchange, the Trustee shall give prompt written notice thereof to each Rating Agency.


(d)Unless the Supplement states that
“Depositor Optional Exchange” does not apply to the Certificates of a given Series, any Certificates held or beneficially
owned by the Depositor or its affiliates from time to time will be subject to optional exchange by the Depositor or such affiliates
for a pro rata portion of the Trust Property of the related Trust. Unless the Supplement otherwise provides, the Depositor
may only exchange Certificates for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to
a minimum Certificate Principal Balance of $250,000 and in amounts satisfying the minimum authorized denominations of the Certificates
and of the Underlying Securities; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding
Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Supplement consent; and
(iv) the Depositor determines that more than 100 holders of the Certificates, independent of the Trust and each other will remain
after such exchange; unless the Depositor determines that such an exchange is otherwise consistent with the restrictions under
ERISA and Section 4975 of the Code.


SECTION 4.08.Call Right.  (a)
The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the
applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional
Redemption.  The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the
following:


(i)the initial holder of the Call
Right;


(ii)whether the Certificate Principal
Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination;


(iii)the Call Date or Dates; and


(iv)the Call Price.


(b)A Call Right may be exercised at
the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days’ (or such shorter period
acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days’ prior notice sent via facsimile
with transmission confirmed to the Trustee at the Corporate Trust Office.  Such notice to the Trustee shall include the
Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the
Call Date.  On or prior to the second Business Day following receipt of such notice from the holder of the Call Right,
the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state:


(i)the Certificate Principal Balance
(or Notional Amount) of Certificates to be purchased;


(ii)the Call Price;


(iii)the name and address of the
Paying Agent;


(iv)that Certificates called for
purchase must be surrendered to the Paying Agent in order to collect the Call Price;






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(v)that interest on Certificates
called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders
of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and


(vi)that, if any Certificate contains
a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as
printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers
printed on the Certificates.


(c)If less than all of the Certificates
are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance
with the requirements of the principal national securities exchange on which the Certificates are listed or, if the Certificates
are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as such Trustee in its sole
discretion shall deem to be fair and appropriate.  The Trustee shall notify the Depositor and the Certificate Registrar
promptly in writing of the Certificates or portions of the Certificates to be purchased by the holder of the Call Right, provided,
however, that this Section 4.08(c) shall not apply to Certificates subject to a Call Right due to a Tax Event or an
Optional Redemption.


(d)Once such notice is mailed to a
Holder, such Holder shall not be entitled to any right as a Holder other than the right to receive payment of the Call Price on
the Call Date and the Certificates subject to the Call Right shall be deemed to have been automatically surrendered to the Trust
for further transfer to the holder exercising its Call Right.  Upon surrender of any Certificates to the Paying Agent,
the Holders of such Certificates shall be paid the Call Price.  Notice of purchase shall be deemed to be given when mailed,
whether or not the Holder receives the notice.  In any event, failure to give such notice, or any defect therein, shall
not affect the validity of the proceedings for the purchase of Certificates held by Holders to whom such notice was properly given.


(e)At or prior to 12:00 noon on the
Call Date, the holder of the Call Right to be exercised shall deposit with the Paying Agent by wire transfer in same-day funds
money sufficient to pay the Call Price of the Certificates to be redeemed on that date.


(f)If a notice has been given in the
manner provided above, the Certificates or portion of Certificates specified in such notice to be purchased shall become due and
payable on the Call Date at the Call Price stated therein, together with accrued interest (if applicable) on and after such dates.  Upon
surrender of any Certificate in connection with the Call Right, such Certificate shall be paid and redeemed by the holder of the
Call Right at the Call Price.


(g)Upon surrender of any Certificate
that is purchased in part, the Depositor shall execute and the Trustee shall authenticate and deliver to the Holder a new Certificate
equal in principal amount to the portion of such surrendered Certificate not purchased.


(h)Notwithstanding anything to the
contrary in these Standard Terms or any Supplement, a Series or Class will be subject to a Call Right of the Underlying Securities
Issuer if the Underlying Securities Issuer gives notice of a Tax Event or an Optional Redemption, regardless of whether such Series
or Class is also designated a Callable Series in the applicable Supplement, and in the case of a Tax Event or an Optional Redemption
the required notice of the Call Right shall be the lesser of the time set forth in Section 4.08(b) and the time set forth
in the notice provisions relating to such Tax Event or Optional Redemption, respectively, in the Underlying Securities Indenture,
as specified in the related Supplement.


(i)If the Supplement provides the Certificates
are subject to the right of one or more specified Persons to purchase all or a portion of the Certificates of a given Series (a
“Call Option”) and designates such Series a “Callable Series,” then after receiving notice of the
exercise of such a call right, the Trustee will provide notice thereof as provided in the Trust Agreement. The Trustee and the
Depositor agree, and each Certificateholder by acquiring its Certificates shall be deemed to agree, that the Call Option does not
represent an ownership interest in the Trust or its assets and that none of them shall treat the Call Option as an ownership interest
in the Trust for any purpose.









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ARTICLE V


THE CERTIFICATES


 


SECTION 5.01.The Certificates.  (a)
The Certificates of any Series (or Class within such Series) shall be issued in fully registered form without coupons and
shall be substantially in the form of the exhibit attached to the applicable Supplement.


(b)Each Series (and all Classes
within such Series) shall be created by a Supplement authorized by the Depositor and establishing the terms and provisions of such
Series.  Each Trust must be a fixed investment trust under the Code.  Each such Series may be issued in one
or more Classes, with such further particular designation added or incorporated in such title for the Certificates of any particular
Series or Class within such Series as the Depositor may determine.  Each Certificate shall bear upon its face the designation
so selected for the Series and Class to which it belongs.  All Certificates of the same Series and Class shall be identical
in all respects except for the denominations thereof.  All Certificates of all Classes within any one Series at any time
Outstanding shall be identical except for differences among the Certificates of the different Classes within such Series specified
in the applicable Supplement.  Except as otherwise provided in the related Supplement, all Certificates of a particular
Series (and all Classes within such Series) issued under this Trust Agreement shall be in all respects equally and ratably
entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this Trust Agreement.


SECTION 5.02.Execution, Authentication
and Delivery.  (a) The Certificates shall be executed by the Trustee by one of its Responsible Officers, which may
be in facsimile form and imprinted or otherwise reproduced thereon.  The signature of any of the Responsible Officers
may be manual or facsimile.  Certificates bearing the manual or facsimile signature of individuals who were at any time
the Responsible Officers of the Trustee shall be binding, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Certificates.


(b)Each Certificate shall be dated
as of the later of the date specified in the related Supplement and the date of its authentication.


(c)No Certificate shall be entitled
to any benefit under this Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in one of the forms provided for herein executed by the Trustee by the manual signature
of one of its Responsible Officers, and such signature upon any Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly authenticated and delivered hereunder and is entitled to the benefits of this Trust Agreement.


SECTION 5.03.Temporary Certificates.  Pending
the preparation of Definitive Certificates or permanent Global Securities of any Series (or Class within each such Series),
and upon receipt of a Depositor Order, the Trustee shall execute, authenticate and deliver temporary Certificates which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any Authorized Denomination, substantially of the tenor of the
Definitive Certificates or permanent Global Securities in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as may be authorized by such Depositor Order.  Any such temporary
Certificate may be in global form, representing all or a portion of the Outstanding Certificates of such Series or Class.  Every
such temporary Certificate shall be executed, authenticated and delivered by the Trustee upon the same conditions and in substantially
the same manner, and with the same effect, as the Definitive Certificates or permanent Global Securities in lieu of which is issued.


If temporary Certificates of any Series (or
Class within such Series) are issued, the Trustee will cause Definitive Certificates or Global Securities of such Series or Class
to be prepared without unreasonable delay.  After the preparation of Definitive Certificates of such Series or Class,
the temporary Certificates of such Series or Class shall be exchangeable for Definitive Certificates or permanent Global Securities
of such Series or Class upon surrender of the temporary Certificates of such Series or Class at the Corporate Trust Office, without
charge to the Holder.  Upon surrender for cancellation of any one or more temporary Certificates of any Series or Class
within such Series, the Trustee, upon receipt of a Depositor Order, shall execute, authenticate and deliver in exchange therefor
Definitive Certificates or permanent Global Securities with a like Certificate Principal Balance or Notional Amount, as applicable,
of the same Series (or Class within such Series) of Authorized Denomination and of like tenor.  Until so exchanged,
temporary Certificates of any Series (or Class within such Series) shall in all respects be






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entitled
to the same benefits under this Trust Agreement as Definitive Certificates or permanent Global Securities of such Series or Class,
except as otherwise specified in the applicable Supplement.


Upon any exchange of a portion of a temporary
Global Security for a permanent definitive Global Security or for the individual Definitive Certificates represented thereby, the
temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the aggregate Certificate Principal Balance
or Notional Amount, as applicable, evidenced thereby, whereupon the aggregate Certificate Principal Balance or Notional Amount,
as applicable, of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.


SECTION 5.04.Registration; Registration
of Transfer and Exchange.  (a) The Trustee shall cause to be kept a register for each Series (the registers
maintained in such office and in any other office or agency of the Trustee being herein sometimes collectively referred to as the
“Certificate Register”) in which a transfer agent and registrar (which may be the Trustee) (the “Certificate
Registrar”) shall provide for the registration of Certificates and the registration of transfers and exchanges of Certificates.  The
Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges
of Certificates as herein provided; provided, however, that the Trustee may appoint one or more co-Certificate Registrars.  Upon
any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, in the absence of such appointment,
assume the duties of Certificate Registrar.


If a Person other than the Trustee is
appointed by the Depositor as Certificate Registrar, the Depositor will give the Trustee prompt written notice of the appointment
of a Certificate Registrar and of the location, and any change in the location, of the Certificate Register, and the Trustee shall
have the right to rely upon a certificate executed on behalf of the Certificate Registrar by an Executive Officer thereof as to
the names and addresses of the Holders and the principal amounts and numbers of the Certificates held by each Holder.


(b)Upon surrender for registration
of transfer any Certificate of any Series (or Class within such Series) at the office or agency of the Trustee, if the requirements
of Section 8-401(a) of the UCC are met to the Depositor’s satisfaction, the Depositor shall execute, and the Trustee,
upon receipt of a Depositor Order, shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates of any Authorized Denominations, of a like Series, Class and aggregate Certificate Principal Balance or
Notional Amount, as applicable.


(c)Notwithstanding any other provisions
of this Section 5.04, unless and until it is exchanged in whole or in part for the individual Certificates represented thereby,
a Global Security representing all or a portion of the Certificates of a Series (or Class within such Series) may not be transferred
except as a whole by the Depository for such Series or Class to a nominee of such Depository or by a nominee of such Depository
to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for
such Series or Class or a nominee of such successor Depository.


(d)At the option of the Holder, Certificates
of any Series (or Class within such Series) (other than a Global Security, except as set forth below) may be exchanged for
other Certificates of the same Series or Class of any Authorized Denomination of like tenor and aggregate Certificate Principal
Balance or Notional Amount, as applicable, upon surrender of the Certificates to be exchanged at the office or agency of the Trustee
maintained for such purpose.


(e)All Certificates issued upon any
registration of transfer or exchange of Certificates shall constitute complete and indefeasible evidence of ownership in the Trust
related to such Certificates and be entitled to the same benefits under this Trust Agreement as the Certificates surrendered upon
such registration of transfer or exchange.


(f)Every Certificate presented or surrendered
for registration of transfer or exchange shall (if so required by the Depositor, the Trustee or the Certificate Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Depositor, the Trustee or the Certificate
Registrar, duly executed, by the Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a
brokerage firm or financial institution that is a member of a Securities Approved Medallion Program such as Securities Transfer
Agents Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York Stock Exchange Inc. Medallion Signature Program
(MSP).






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(g)No service charge shall be made
to a Holder for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Certificates, other than exchanges pursuant to Section 5.03 not involving any transfer.


(h)(i)25% Test. If the Supplement
provides that the 25% Test applies, only this subclause (i) of this Section 5.04(h) shall apply to the Certificates governed thereby.
Certificates will be issued only as Definitive Certificates and only after a definitive purchase agreement has been executed and
delivered by the purchaser or the proposed transferee. That agreement will contain additional representations, including whether
the purchaser or proposed transferee is a Benefit Plan Investor. No transfer of any Certificate shall be made to any Benefit Plan
Investor, unless immediately after such transfer, either (x) no Certificates are held by a Plan or (y) Benefit Plan Investors hold
less than 25% of the Certificates (for this purpose Certificates held by the Depositor, the Trustee or any other Person
(other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Trust or that
provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of the Depositor, the Trustee
of any such Person (within the meaning of Department of Labor Reg. § 2510.3-101(f)(3)) will not be treated as
outstanding). In addition, the Depositor and the Trustee will agree that, after the initial distribution of the Certificates, neither
they nor their affiliates will acquire any Certificates, unless that acquisition would not cause the ownership by Benefit Plan
Investors immediately following the acquisition to exceed 25% of the Certificates. Each Person that acquires a Certificate, and
each fiduciary who causes a Person to acquire a Certificate, in its individual as well as its fiduciary capacity, agrees to indemnify
and hold harmless the Depositor, the Trustee, BofA Merrill Lynch, each Distribution Participant and their respective affiliates
from any cost, damages, loss or expense, incurred by them as a result of the representations made by such Person or fiduciary not
being true.


(ii)Prohibited Transaction Exemption
Restriction. If the Supplement provides that the Prohibited Transaction Exemption Restriction applies, only this subclause
(ii) of this Section 5.04(h) shall apply to the Certificates governed thereby. By its acquisition of any Certificate, the Holder
will be deemed to have represented and warranted on each day that it holds such Certificate either that (x) it is not a Plan, an
entity whose underlying assets include the assets of any such Plan, or an governmental plan which is subject to any federal, state
or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, or (y) its purchase,
holding and disposition (including redemption, exercise of any call warrant or otherwise) of a Certificate (or, upon distribution,
any Underlying Securities) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or,
in the case of a governmental plan, any substantially similar federal, state or local law) unless an exemption is available (all
of the conditions of which have been satisfied) or in any other violations of an applicable requirement of ERISA, the Code or other
law. Each Person that acquires a Certificate, and each fiduciary who causes a Person to acquire a Certificate, in its individual
as well as its fiduciary capacity, agrees to indemnify and hold harmless the Depositor, the Trustee, BofA Merrill Lynch, each Distribution
Participant and their respective affiliates from any cost, damages, loss or expense, incurred by them as a result of the representations
made by such Person or fiduciary not being true.


(iii)No Plan Restriction.
If the Supplement provides that the No Plan Restriction applies, only this subclause (iii) of this Section 5.04(h) shall apply
to the Certificates governed thereby. Certificates may not be purchased, held by or transferred to any Person unless that Person
is not a Plan, is not a governmental or other plan subject to restrictions substantially similar to Title I of ERISA or Section
4975 of the Code, and is not acquiring the Certificates with the assets of any such Plan or other plan. Each Person who acquires
any Certificate, and each fiduciary which causes any such Person to acquire any Certificate, in its individual as well as its fiduciary
capacity, will be deemed by such purchase, holding or acquisition, on each date on which the Certificate is held by such person,
to have represented that it is not a Plan or any governmental or other plan subject to requirements substantially similar to Title
I of ERISA or Section 4975 of the Code and is not using the assets of any such Plan to purchase those Units. Each Person that acquires
a Certificate, and each fiduciary who causes a person to acquire a Certificate, in its individual as well as its fiduciary capacity,
agrees to indemnify and hold harmless the Depositor, the Trustee, BofA Merrill Lynch, each Distribution Participant and their respective
affiliates from any cost, damages, loss or expense, incurred by them as a result of the representations made by such Person or
fiduciary not being true.


(iv)No ERISA Restriction.
If the Supplement does not provide for the 25% Test, the Prohibited Transaction Exemption Restriction or the No Plan Restriction
to apply, then none of Section 5.04(h)(i), (ii) or (iii) will apply to the Certificates governed thereby.






    	39



    	 



    
(i)The Trustee and the Depositor
are entitled to request additional evidence from a proposed transferee of such Certificates to ensure to their sole satisfaction
the accuracy of the representations in the Trust Agreement and as described above.


(j)If, at any time, the Trustee
learns that any of the representations or warranties provided by a purchaser or potential transferee of Certificates is false or
that any agreement made therein has been violated, any transfer of a Certificate to such purchaser or potential transferee shall
be null and void ab initio. The Market Agent will arrange for the compulsory sale (at a price determined by the Depositor) for
any Certificate sold or otherwise acquired in contravention of any of the transfer restrictions set forth herein. The Trustee shall
also have such other powers to effect compliance with the terms of this Section 5.04 as it deems appropriate.


(k)If the Supplement specifies
that the “QIB Restriction” is applicable, sales of the Certificates will be restricted to “qualified institutional
buyers” as defined in Rule 144A under the Securities Act, and each purchaser of the Certificates will be deemed to have represented
(or in the case of definitive Certificates, shall be required to represent) for the benefit of the Depositor, the Trustee and each
Distribution Participant that such purchaser is a “qualified institutional buyer”.


SECTION 5.05.Mutilated, Destroyed,
Lost and Stolen Certificates.  If (i) any mutilated Certificate is surrendered to the Trustee at its Corporate Trust
Office or (ii) the Depositor and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Certificate,
and there is delivered to the Depositor and the Trustee such security or indemnity as they may require to hold each of them and
any Paying Agent harmless, and neither the Depositor nor the Trustee receives notice that such Certificate has been acquired by
a bona fide purchaser, then the Depositor shall execute and the Trustee, upon receipt of a Depositor Order, shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the
same Series or Class of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding.  Any
Certificate executed, authenticated and delivered under this Section 5.05 in lieu of a lost, destroyed or stolen Certificate
(a “Predecessor Certificate”) shall be deemed to evidence the same interest as the Predecessor Certificate.


Upon the issuance of any new Certificate
under this Section 5.05, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in respect thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


Every new Certificate of any Series or
Class issued pursuant to this shall constitute complete and indefeasible evidence of ownership in the Trust related to such Series,
whether or not the Predecessor Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Trust Agreement equally and proportionately with any and all other Certificates of that Series or Class duly issued hereunder.


The provisions of this Section 5.05
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of Predecessor Certificates.


(b)None of the Depositor, the Trustee,
the Securities Intermediary or any of their agents will have any responsibility or liability for any aspect of the records relating
to or distributions made by the Depository to Beneficial Owners of interests in a Global Security or for maintaining, supervising
or reviewing any records relating to such Beneficial Owners.


SECTION 5.06.Persons Deemed Owners.  (a)
The Depositor, the Trustee, the Securities Intermediary and any agent of the Depositor, the Trustee or the Securities Intermediary
may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving
distributions of principal of (and premium, if any) and (subject to Section 4.02) interest, if any, on such Certificate and
for all other purposes whatsoever, whether or not such Certificate be overdue, and neither the Depositor, the Trustee or the Securities
Intermediary, nor any agent of the Depositor, the Trustee or the Securities Intermediary shall be affected by notice to the contrary.


SECTION 5.07.Cancellation.  Unless
otherwise specified pursuant to for Certificates of any Series, all Certificates surrendered for payment, redemption, transfer
or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled
by the Trustee.  No Certificates shall be






    	40



    	 



    
authenticated
in lieu of or in exchange for any Certificates cancelled as provided in this Section 5.07, except as expressly permitted
by this Trust Agreement.


SECTION 5.08.Global Securities.  (a)
If the Supplement provides that a Series (or Class within such Series) of Certificates shall be held by the Depository in
book-entry form, then the Depositor shall execute and, upon receipt of a Depositor Order, the Trustee shall authenticate and deliver
one or more Global Securities that (i) shall represent an aggregate initial Certificate Principal Balance or Notional Amount,
as applicable, equal to the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, of the Certificates
of such Series or Class to be represented by such one or more Global Securities, (ii) shall be registered in the name of the Depository
for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository
or pursuant to such Depository’s instruction and (iv) shall bear a legend substantially to the following effect:


“UNLESS THIS GLOBAL SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO A NOMINEE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN
INTEREST HEREIN.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.”


(b)No Holder of a Certificate of such
Series or Class will receive a Definitive Certificate representing such Holder’s interest in such Certificate or Certificates,
except as provided in Section 5.10.  Unless and until Definitive Certificates have been issued to Holders of such
Series or Class pursuant to Section 5.10:


(i) the provisions of this Section 5.08
shall be in full force and effect;


(ii) the Certificate Registrar
and the Trustee shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including the distribution
of principal of, and premium, if any, and interest on the Certificates and the giving of instructions or directions hereunder)
as the sole Holder of the Certificates of such Series or Class, and shall have no obligation to the Beneficial Owners of interests
in such Series or Class;


(iii)to the extent that the provisions
of this Section 5.08 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.08
shall control;


(iv)the rights of Beneficial Owners
of such Series or Class shall be exercised only through the Depository and shall be limited to those established by law and agreements
between such Beneficial Owners and the Depository or its Participants; and


(v)whenever this Trust Agreement
requires or permits actions to be taken based upon instructions or directions of Holders of a specified percentage of the aggregate
Voting Rights of a Series or Class, the Depository shall be deemed to represent such percentage only to the extent that it has
received instructions to such effect from Beneficial Owners of such Series or Class or Participants in such Depository’s
system owning or representing, respectively, such required percentage of the beneficial interest in the Certificates of such Series
or Class and has delivered such instructions to the Trustee.


(c)Each Depository for a Global Security
must, at the time of its designation and at all times while it serves as such Depository, be a Clearing Agency registered under
the Exchange Act and any other applicable statute or regulation.


SECTION 5.09.Notices to Depository.  Whenever
a notice or other communication to the Holders of a Series or Class within such Series represented by one or more Global Securities
is required under this Trust 






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Agreement,
unless and until Definitive Certificates for such Series or Class shall have been issued to such Beneficial Owners pursuant to
Section 5.10, the Trustee shall give all such notices and communications specified herein to be given to Holders of the Certificates
of such Series to the Depository, and shall have no obligation to the Beneficial Owners.


SECTION 5.10.Definitive Certificates.  (a)
If in respect of a Series (or Class within such Series) represented by one or more Global Securities (i) the Depositor advises
the Trustee and the Securities Intermediary in writing that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Certificates of such Series or Class and the Depositor does not appoint a successor within
90 days or (ii) the Depositor at its option advises the Trustee and the Securities Intermediary in writing that it elects to terminate
the book-entry system of such Series or Class through the Depository, then the Depository shall notify all Beneficial Owners or
Participants in the Depository’s system with respect to such Series or Class and the Trustee of the occurrence of any such
event and of the availability of definitive, fully registered Certificates (“Definitive Certificates”) for such Series
or Class to Beneficial Owners of such Series or Class requesting the same.


Upon surrender to the Trustee of the
Global Securities of such Series or Class by the Depository, accompanied by registration instructions, the Trustee upon receipt
of a Depositor Order for the execution, authentication and delivery of Definitive Certificates of such Series or Class, will execute,
authenticate and deliver Definitive Certificates of such Series or Class in an aggregate Certificate Principal Balance or Notional
Amount, as applicable, equal to the aggregate Certificate Principal Balance or Notional Amount, as applicable, of the Global Security
or Securities representing Certificates of such Series or Class in exchange for such Global Security or Securities.  None
of the Depositor, the Certificate Registrar, the Trustee or the Securities Intermediary shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the
exchange of a Global Security for Definitive Certificates, such Global Security shall be cancelled by the Trustee.  Definitive
Certificates issued in exchange for a Global Security shall be registered in such names and in such Authorized Denominations as
the Depository for such Global Security, pursuant to instructions from its Participants, any indirect participants or otherwise,
shall instruct the Trustee.  The Trustee shall deliver such Certificates to the Person in whose names such Certificates
are so registered.  Upon the issuance of Definitive Certificates of Series or Class, the Trustee shall recognize the
holders of the Definitive Certificates of such Series or Class as Holders.


(b)In addition, if the Depositor so
specifies with respect to the Certificates of a given Series, a Beneficial Owner may, on terms acceptable to the Depositor and
the Depository for such Global Security, receive individual Definitive Certificates in exchange for such beneficial interest.  Upon
the request of such Beneficial Owner, the Trustee upon receipt of a Depositor Order shall execute, authenticate and deliver, without
service charge,


(i)to each such Person specified,
a new individual Certificate or Certificates of the same Series or Class, of any Authorized Denomination as requested by such Person
in an aggregate Certificate Principal Balance or Notional Amount, as applicable, equal to and in exchange for such Person’s
beneficial interest in the Global Security; and


(ii)to such Depository a new Global
Security in an Authorized Denomination equal to the difference, if any, between the aggregate Certificate Principal Balance or
Notional Amount, as applicable, of the surrendered Global Security and the aggregate Certificate Principal Balance or Notional
Amount, as applicable, of individual Certificates delivered to Holders thereof.


In any exchange provided for above, the
Trustee, upon receipt of a Depositor Order, will execute, authenticate and deliver individual Certificates in registered form in
Authorized Denominations.


SECTION 5.11.Currency of Distributions.  (a)
Except as otherwise specified pursuant to the applicable Supplement, distributions of the principal of (and premium, if any) and
interest in respect of Certificates of any Series or Class will be made in Dollars.


(b)In the case of a Series denominated
in a Specified Currency other than the Dollar, all exchange rate calculations shall be based upon the noon buying rate in New York
City for cable transfers as certified for customs purposes by the Fed for such Specified Currency.  If the Fed does not
publish a noon buying rate for the applicable Specified Currency, the applicable Supplement will designate the source for calculating
the Dollar value of such Specified Currency.






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(c)With respect to any Series, any
decision or determination to be made regarding exchange rates shall be made by an Exchange Rate Agent, provided, however,
that such Exchange Rate Agent shall accept such appointment in writing and the terms of such appointment shall be acceptable to
the Trustee and shall require such Exchange Rate Agent to make such determination by the method provided in Section 5.11(b)
for the making of such decisions or determination.  All decisions and determinations of such Exchange Rate Agent regarding
exchange rates shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Depositor, the Trustee and all Holders of such Series.


(d)If distributions in respect of a
Series must be made in a Specified Currency other than Dollars and such currency is unavailable due to the imposition of exchange
controls or other circumstances beyond the control of the Trustee and the Depositor or is no longer used by the government of the
country issuing such Specified Currency or is no longer commonly used for the settlement of transactions by public institutions
of or within the international banking community, then all distributions in respect of such Series shall be made in Dollars until
such Specified Currency is available.


SECTION 5.12.Conditions of Execution,
Authentication and Delivery of New Series.  (a) Certificates of a new Series may be issued at any time and from time
to time after the execution and delivery of these Standard Terms and the related Supplement.  The Trustee shall execute,
authenticate and deliver such Certificates upon a Depositor Order and upon delivery by the Depositor to the Trustee of the following:


(i)The delivery of the Underlying
Securities in accordance with Section 2.01(b);


(ii)An Opinion of Counsel to the
Depositor, addressed to the Trustee, stating:


1.The Certificates are in the form
contemplated by the Trust Agreement and assuming that the Certificates have been duly executed, authenticated and delivered by
the Trustee in the manner described in its certificate delivered today, the Certificates are entitled to the benefits provided
in the Trust Agreement and constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights
generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law), and will be entitled to the benefits of the Trust Agreement.


2.Execution, authentication and delivery
of such Certificates by the Trustee will not violate the terms of the Trust Agreement.


3.The execution and delivery of the
Trust Agreement will not contravene the certificate of incorporation or by-laws of the Depositor or result in any violation of
any of the terms or provisions of any law or regulation or, to our knowledge of any indenture, mortgage or other agreement by which
the Depositor is bound.


4.The Trust Agreement has been duly
authorized, executed and delivered by the Depositor and (assuming the due authorization, execution and delivery thereof by the
Trustee and the Securities Intermediary) constitutes a legal, valid and binding obligation of the Depositor enforceable against
the Depositor in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting enforcement
of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).


(iii)An Officer’s Certificate
of the Depositor, dated as of the Closing Date, to the effect that all of the requirements of this Section 5.12 have been
satisfied, and that the Depositor is not in breach of this Trust Agreement and that the execution and delivery of this Trust Agreement
and the Certificates will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under,
the Depositor’s certificate of incorporation and by-laws, or any indenture, mortgage, deed of transfer or other agreement
or instrument to which the Depositor is a party or by which it or its property is bound or any order of any court or administrative
agency entered in any Proceeding to which the Depositor is a party or by which it or its property may be bound or to which it or
its property may be subject;






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(iv)A Supplement consistent with
the applicable provisions of these Standard Terms;


(v)All agreements, instruments or
other documents called for by the applicable Supplement as a condition to the issuance of the Certificates of such Series;


(vi)If applicable, a fully executed
copy of any Swap Agreement, Swap Guarantee or other Credit Support Instrument, together with all documents and opinions required
to be delivered to the Trust upon execution thereof pursuant to the terms thereof; and


(vii)Written instructions by the
Depositor to the Trustee directing the Trustee to enter into and perform any obligations under any Swap Agreement or other Credit
Support Instrument, if applicable, and/or the Market Agent Agreement, if applicable.


(b)If all the Certificates of a Series
are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 5.12
must be delivered only once, prior to the authentication and delivery of the first Certificate of such Series; provided,
however, that any subsequent Depositor Order to the Trustee to authenticate Certificates of such Series upon original issuance
shall constitute a representation and warranty by the Depositor that, as of the date of such request, the statements made in this
shall be true and correct as if made on such date.


SECTION 5.13.Appointment of Paying
Agent.  The Trustee may appoint one or more paying agents (each, a “Paying Agent”) with respect to the
Certificates of any Series.  Any such Paying Agent shall be authorized to make distributions to Certificateholders of
such Series from the Certificate Account for such Series pursuant to the provisions of the Supplement and shall report the amounts
of such distributions to the Trustee.  Any Paying Agent shall have the revocable power to withdraw funds from such Certificate
Account for the purpose of making the distributions referred to above.  The Trustee may revoke such power and remove
the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations
under this Trust Agreement in any material respect; provided, however, no Paying Agent may be removed or replaced
until a successor (which successor may be the Trustee) has been appointed as provided for herein and has accepted the appointment.  The
Paying Agent shall initially be the Trustee and any co-paying agent chosen by the Trustee and acceptable to the Depositor, including,
if and so long as any Series or Class within such Series is listed on the Luxembourg Stock Exchange and such exchange so requires,
a co-paying agent in Luxembourg or another European city, as specified in the related Supplement.  Any Paying Agent shall
be permitted to resign as Paying Agent upon 30 days’ notice to the Trustee.  In the event that the Trustee shall
no longer be the Paying Agent, the Trustee shall appoint a successor or additional Paying Agent.  The Trustee shall cause
each successor to act as Paying Agent to execute and deliver to Trustee an instrument in which such successor or additional Paying
Agent shall agree with the Trustee that it will hold all sums, if any, held by it for distribution to the Certificateholders in
trust for the benefit of the Certificateholders entitled thereto until such sums shall be distributed to such Certificateholders
and will agree to such other matters as are required by TIA Section 317(b).  The Paying Agent shall return all unclaimed
funds to the Trustee and upon removal shall also return all funds in its possession to the Trustee.  The provisions of
Sections 7.01, 7.03, 7.04 and 7.06 shall apply to the Trustee also in its role as Paying Agent, for so long as the Trustee
shall act as Paying Agent.  Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent
unless the context requires otherwise.  Notwithstanding anything contained herein to the contrary, the appointment of
a Paying Agent pursuant to this Section 5.13 shall not release the Trustee from the duties, obligations, responsibilities
or liabilities arising under this Trust Agreement other than with respect to funds paid to such Paying Agent.


SECTION 5.14.Authenticating Agent.  (a)
The Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates
of any Series which shall be authorized to act on behalf of the Trustee in authenticating such Certificates in connection with
the issuance, delivery and registration of transfer or exchange of such Certificates.  Whenever reference is made in
this Trust Agreement to the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent must be acceptable
to the Depositor.  Notwithstanding anything contained herein to the contrary, the appointment of an Authenticating Agent
pursuant to this Section 5.14 shall not release the Trustee from the duties, obligations, responsibilities or liabilities
arising under this Trust Agreement.






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(b)Any institution succeeding to the
corporate agency business of any Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing
of any power or any further act on the part of the Trustee or such Authenticating Agent.  An Authenticating Agent may
at any time resign by giving notice of resignation to the Trustee and to the Depositor.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor.  Upon
receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to
be acceptable to the Trustee or the Depositor, the Trustee promptly may appoint a successor Authenticating Agent which may be the
Trustee.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No
successor Authenticating Agent shall be appointed unless acceptable to the Depositor.  The Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services under this Section.  The provisions of
Sections 7.01, 7.03 and 7.04 shall be applicable to any Authenticating Agent.


(c)Pursuant to an appointment made
under this Section, the Certificates may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an
alternate certificate of authentication in substantially the following form:


“This is one of the Certificates
described in the Standard Terms and the related Supplement.


	 	Dated:	[NAME OF AUTHENTICATING AGENT]
	 	 	 	as Authenticating Agent
	 	 	 	for the Trustee,
	 	 	 
	 	 	By:	 
	 	 	 	Authorized Officer”
	 	 	 	 


SECTION 5.15.Voting Rights with
Respect to Underlying Securities.  (a) Within five Business Days after receipt of notice of any meeting of, or other
occasion for the exercise of voting rights or the giving of consents by owners of any of the Underlying Securities, the Trustee
shall give notice to the Holders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities,
(ii) a statement that Holders will be entitled, subject to any applicable provision of law and any applicable provisions of such
Underlying Securities to instruct the Trustee as to the exercise of Voting Rights, if any, pertaining to such Underlying Securities
and (iii) a statement as to the manner in which instructions may be given to the Trustee to give a discretionary proxy to a person
designated in the notice received by the Trustee.  Such notice shall be given by the Trustee to the Holders of record
on such Record Date.


(b)Unless otherwise specified
in the Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof will be
allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the
aggregate denomination of all Certificates; and upon the written request of the applicable Certificateholder, received on or before
the date established by the Trustee for such purpose, the Trustee shall endeavor, insofar as practicable and permitted under any
applicable provision of law and any applicable provision of or governing the Underlying Securities, to vote in accordance with
any nondiscretionary instruction set forth in such written request, provided that the Trustee shall not vote except as specifically
authorized and directed in written instructions from the applicable Certificateholder entitled to give such instructions.


(c)Notwithstanding Section 5.15(b),
the Trustee must reject any vote to (i) alter the currency, amount or timing of payment of, or the method or rate of accruing,
any principal or interest on the Underlying Securities underlying the Certificates held by such Certificateholder or (ii) consent
to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Certificateholder or (iii)
consent to the issuance of new obligations in exchange or substitution for any Underlying Securities pursuant to a plan or refunding
of the Underlying Securities or any other offer for the Underlying Securities, in each case unless the Trustee is directed by the
affirmative vote of 100% of the Certificateholders to accept such amendment or offer as the case may be; and provided, further,
that the Trustee receives an Opinion of Counsel of nationally recognized independent tax counsel, designated by the Depositor,
that such exercise of voting rights with respect to any Underlying Securities (i) would not result in a “sale or other disposition”
of such Underlying Securities within the meaning of Section 1001(a) of the Code and (ii) will not alter the classification of the
Trust for federal income tax






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purposes.
The Trustee will not grant any consent (other than a unanimous consent) solicited from the owners of the Underlying Securities
underlying the Certificates with respect to the foregoing matters in (i), (ii) and (iii) above nor will it accept or take any
action in respect of any consent, proxy or instructions received from any Certificateholder in contravention of such provisions.
In addition, if the Trustee determines (based upon an Opinion of Counsel furnished by nationally recognized independent tax counsel,
whether at the request of any Certificateholder or otherwise) that the exercise of voting rights with respect to any Underlying
Securities could result in a “sale or other disposition” of such Underlying Securities within the meaning of Section
1001(a) of the Code, the Trustee shall exercise such voting rights in a manner that would not result in any such sale or other
disposition. The Trustee will have no responsibility to undertake on its own initiative to determine that any exercise of voting
rights will result in any such sale or other disposition.


(d)By accepting delivery of a Certificate,
whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership
is beneficial or otherwise, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) to any
conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the
Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates
held by such Holder.  The Trustee shall not grant any consent solicited from the owners of the Underlying Securities
underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect
of any consent, proxy or instructions received from any Holder in contravention of the provisions of this Section.


SECTION 5.16.Actions by Certificateholders.  (a)
Wherever in this Trust Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Certificateholders
or Beneficial Owners, such action, notice or instruction may be taken or given by any Certificateholder or Beneficial Owner.


(b)Each Certificateholder or Beneficial
Owner shall have the right to assert any rights and privileges of a Certificateholder or Beneficial Owner, and shall have the right
to proceed directly and individually against any Person to enforce any remedies hereunder and shall not be required to act in concert
with any other Certificateholder or Beneficial Owner or any other Person.


(c)Any request, demand, authorization,
direction, notice, consent, waiver or other act by a Certificateholder or Beneficial Owner of a Certificate shall bind such Certificateholder
or Beneficial Owner and every subsequent Certificateholder or Beneficial Owner of such Certificate or any Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted
to be done by the Certificateholder or Beneficial Owner or the Trustee in reliance thereon, whether or not notation of such action
is made upon such Certificate.


(d)Holders are beneficial owners of
the right to receive principal payments and interest payments to which such Certificates relate and, as such, will have the right
following an event of default with respect to any Underlying Security to proceed directly against the Underlying Securities Issuer(s).  Such
Certificateholders are not required to join other Holders of Certificates, the Depositor, the Trustee or the Securities Intermediary
in order to proceed against the Underlying Securities Issuer(s).


SECTION 5.17.Events of Default.  If
any Event of Default shall occur and be continuing with respect to any Class of Certificates, then, and in each and every case,
the Trustee shall exercise any rights in respect of the related Underlying Securities as provided in the applicable Supplement.


SECTION 5.18.Judicial Proceedings
Instituted by Trustee; Trustee May Bring Suit.  If there shall be a failure to make payment of the principal of or
premium, if any, or interest on any Underlying Security, then the Trustee, in its own name, and as trustee of an express trust,
as holder of such Underlying Security, shall be, to the extent permitted by and in accordance with the terms of the Underlying
Security, subject to the limitations on acceleration and the exercise of remedies set forth therein, and further subject to the
provisions of Sections 7.01(c) and 7.06(b) herein, entitled and empowered to institute Proceedings at law, in equity or otherwise,
including the power to make a demand on the trustee in respect of such Underlying Security, if provided for, to take action to
enforce the Underlying Security for the collection of the sums so due and unpaid on such Underlying Security and may prosecute
any such Proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid.






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SECTION 5.19.Control by Certificateholders.  The
Holders of Certificates of any Class holding Certificates representing not less than the Required Percentage--Direction of Trustee
of the aggregate Voting Rights of the Outstanding Certificates of such Class shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
under this Trust Agreement, including any right of the Trustee as holder of the Underlying Securities; provided that:


(i)such direction shall not be in
conflict with any rule of law or with this Trust Agreement and would not involve the Trustee in personal liability or expense;


(ii)the Trustee shall determine,
based upon an Opinion of Counsel, that the action so directed would not be unjustly prejudicial to the Holders of Certificates
of such Class not taking part in such direction; and


(iii)the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such direction.


SECTION 5.20.Waiver of Past Defaults.  The
Holders of the Required Percentage--Waiver of Certificates of any Series may (a) waive any past default under this Trust Agreement
and its consequences or (b) direct the Trustee to vote such percentage of the Underlying Securities held by the Trustee as corresponds
to the percentage of the aggregate Principal Amount of the Certificates of such Series held by such Holders to waive any past default
thereunder and its consequences with respect to such Series; provided that such Holders may not waive or direct the Trustee
to waive a default


(i)in the payment of the principal
of or premium, if any, or interest on the Underlying Securities; or


(ii)in respect of a covenant or provision
hereof that under Section 12.01 hereof cannot be modified or amended without the consent of the Holder of each Outstanding
Certificate affected.


Upon any waiver of a default under this
Trust Agreement or direction that is effective to waive a default in respect of the Underlying Securities, such default shall cease
to exist with respect to this Trust Agreement, any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Trust Agreement and any direction given by the Trustee on behalf of such Holders in respect of any Underlying Securities
shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.


SECTION 5.21.Right of Certificateholders
to Receive Payments Not to Be Impaired.  Anything in this Trust Agreement to the contrary notwithstanding, the right
of any Certificateholder to receive distributions of payments required pursuant to Section 4.01 hereof on the Certificates
when due, or to institute suit for enforcement of any such payment on or after the applicable Distribution Date or other date specified
herein for the making of such payment, shall not be impaired or affected without the consent of such Certificateholder.


SECTION 5.22.Remedies Cumulative.  Every
remedy given hereunder to the Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies,
and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute,
law, equity or otherwise.


SECTION 5.23.Amendments and Waivers
Under Swap Agreement and Swap Guarantee. (a) Without the need for the consent of any Certificateholder, the Trustee shall,
subject to Section 1.03, enter into any amendment, modification, waiver, or other change of the Swap Agreement or the Swap Guarantee
to cure any ambiguity or manifest error in, or to correct or supplement or otherwise change any provision of, the Swap Agreement
or the Swap Guaranty, if such change will not materially and adversely affect any Certificateholder. Section 5.23(a) shall not
be construed to require the consent of a Class of Certificates not materially and adversely affected by any amendment to the Swap
Agreement in connection with an amendment pursuant to Section 5.23(b).


(b)The Trustee shall enter into any
other amendment, or agree to a waiver or other modification or other change, of the Swap Agreement or the Swap Guarantee if directed
or consented to by 66 2/3% (or such other percentage specified in the Supplement) of Certificateholders materially and adversely
affected thereby.






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(c)Notwithstanding subsection (b) above,
the Trustee shall not enter into any amendment, or agree to a waiver or other modification, of the Swap Agreement or the Swap Guarantee
that would have the effect of changing the principal amount, interest rate, maturity, or other terms specified in the related Supplement,
of any Class or Series of Certificates without the consent of 100% of the outstanding Certificate Principal Balance of each Class
of Certificate affected thereby.


(d)In the case of any amendment or
waiver, (i) the Trustee shall require an Opinion of Counsel, not at the expense of the Trustee, to the effect that such amendment
will not alter the classification of the Trust for federal income tax purposes, (ii) the Certificates must have an investment grade
rating from at least one Rating Agency and (iii) the Rating Agency Condition shall be satisfied with respect to any amendment,
waiver, modification or other change pursuant to this Section to any Swap Agreement unless Certificates representing 100% of the
Certificate Principal Balance of all affected Certificates vote in favor of such amendment with notice that the Rating Agency Condition
need not be satisfied, but in any case each applicable Rating Agency and the Depositor shall receive written notice of such amendment.


(e)In executing any such amendment
or restatement created by any amendment or modification of the Swap Agreement, the Trustee shall be entitled to receive, and (subject
to the standard of care provided in Article VII hereof) shall be fully protected in relying upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by the Trust Agreement and that all conditions precedent thereto
have been complied with. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s
own rights, duties or immunities under the Trust Agreement or otherwise.


ARTICLE VI


THE DEPOSITOR


 


SECTION 6.01.Liability of the
Depositor.  The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by these Standard Terms and the related Supplement.


SECTION 6.02.Limitation on Liability
of the Depositor.  (a) The Depositor shall not be under any obligation to expend or risk its own funds or otherwise
incur financial liability in the performance of its duties hereunder or under a Supplement or in the exercise of any of its rights
or powers if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


(b)Neither the Depositor nor any of
its directors, officers, employees or agents shall be under any liability to any Trust or the Certificateholders of any Series
for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Trust Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Depositor against any breach of representations,
warranties or covenants made herein, or against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.


(c)The Depositor shall not be under
any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under
this Trust Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that
the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Trust
Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.  The
Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other Proceeding in respect
of any Underlying Securities.


(d)The Depositor shall not be liable
to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants,
and a Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such advice or
information, including, without limitation, the Market Agent or the other parties to this Trust Agreement.  The Depositor
may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine
and to have been signed or presented by the proper party or parties.


(e)The Depositor shall not incur any
liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any
governmental authority, or by any reason of






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any act
of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be prevented or forbidden from
doing or performing any act or thing which the terms of this Trust Agreement provide shall be done or performed; and the Depositor
shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the
performance of any act or thing which the terms of this Trust Agreement provide shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement.


SECTION 6.03.Depositor May Purchase
Certificates.  The Depositor may at any time purchase Certificates in the open market or otherwise.  Certificates
so purchased by the Depositor may, at the discretion of the Depositor, be held or resold.  Certificates known by the
Trustee to be beneficially owned by the Depositor will be disregarded for purposes of determining whether the required percentage
of the aggregate Voting Rights has given any request, demand, authorization, direction, notice, consent or waiver hereunder.


SECTION 6.04.Merger or Consolidation
of the Depositor. Nothing in this Trust Agreement shall prevent any consolidation or merger of the Depositor with or into any
other corporation, or any consolidation or merger of any other corporation with or into the Depositor or any sale or transfer of
all or substantially all of the property and assets of the Depositor to any other Person lawfully entitled to acquire the same;
provided, however, that, so long as Certificates are outstanding hereunder, the Depositor covenants and agrees that
any such consolidation, merger, sale or transfer shall be upon the condition that the due and punctual performance and observance
of all the terms, covenants and conditions of this Trust Agreement to be kept or performed by the Depositor shall be assumed by
the Person (if other than the Depositor) formed by or resulting from any such consolidation or merger, or which shall have received
the transfer of all or substantially all of the property and assets of the Depositor, just as fully and effectually as if successor
Person had been the original party of the first part hereto; and in the event of any such sale or transfer the predecessor Depositor
may be dissolved, wound up and liquidated at any time thereafter.


SECTION 6.05.No Liability of the
Depositor with Respect to the Underlying Securities; Certificateholders to Proceed Directly Against the Underlying Securities Issuer(s).  (a)
The sole obligor with respect to any Underlying Security is the Underlying Securities Issuer(s).  The Depositor shall
not have any obligation on or with respect to the Underlying Securities; and its obligations with respect to Certificates shall
be solely as set forth in this Trust Agreement.


(b)The Depositor is not authorized
to proceed against the Underlying Securities Issuer in the event of a default or to assert the rights and privileges of Certificateholders
and has no duty in respect thereof.


ARTICLE VII


THE TRUSTEE


 


SECTION 7.01.Duties of Trustee.  (a)
The Trustee undertakes to perform such duties and only such duties as are specifically set forth in these Standard Terms and the
related Supplement, including, but not limited to, (i) to issue the Certificates, (ii) to execute and deliver and perform its obligations
and exercise its rights under the Swap Agreement, (iii) to establish and maintain the Certificate Account hereunder, (iv) to accept
delivery of the Underlying Securities and the Swap Agreement, (v) to pledge the assets of the Trust (including the Underlying Securities)
to secure the obligations of the Trust including obligations under the Swap Agreement, (vi) to sell the Underlying Securities through
the Market Agent in accordance with Section 10.03, (vii) to make Eligible Investments pursuant to Section 3.05, (viii) to liquidate
the Trust pursuant to Article III and Article X, and (ix) to make distributions pursuant to Article IV.  The Trustee
shall exercise in case of (x) receipt of notice of Default (as such term is defined in paragraph (d) below) or (y) a default
by the Swap Counterparty in making any other payment due under the Swap Agreement and upon a default by the Swap Guarantor after
the Trustee makes demand under the Swap Guarantee, such of the rights and powers vested in it by this Trust Agreement, and shall
use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.  In the event that the Underlying Securities Issuer ceases to file periodic
reports under the Exchange Act, the Depositor shall notify the Trustee of that fact and the Trustee shall take such actions as
specifically set forth in the Supplement.  The Trustee shall exercise those rights in a manner consistent with the status
of any Trust created hereunder as a fixed investment trust for United States federal income tax purposes as directed by the
Depositor.  The Trustee shall not have any power to vary the investment of any Certificateholders of any Series or to
accept any assets (other than proceeds of the Underlying Securities) other than the Underlying Securities transferred to it on
the Closing Date of any Series.  Any permissive right of the Trustee enumerated in this






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Trust Agreement
shall not be construed as a duty and shall be interpreted consistently with the status of the Trust as a fixed investment trust.


(b)The Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which
are specifically required to be furnished pursuant to any provision of this Trust Agreement, shall examine them to determine, in
its best judgment, whether they conform to the requirements of this Trust Agreement.  If any such instrument is found
not to conform to the requirements of this Trust Agreement, the Trustee shall take action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof
to the Depositor and Certificateholders.


(c)No provision of this Trust Agreement
shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its
own misconduct; provided, however, that:


(i)the duties and obligations of
the Trustee shall be determined solely by the express provisions of this Trust Agreement and Swap Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement and
Swap Agreement, no implied covenants or obligations shall be read into this Trust Agreement against the Trustee and, in the absence
of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee that conform to the requirements
of this Trust Agreement;


(ii)the Trustee shall not be personally
liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall
be proved that the Trustee was negligent in ascertaining the pertinent facts;


(iii)the Trustee shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of
Holders of the Required Percentage--Direction of Trustee of the aggregate Voting Rights of a given Series (or Class or group
of Classes within such Series), as specified in the applicable Supplement relating to the time, method and place of conducting
any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Trust Agreement;


(iv)the Trustee shall not be required
to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it;


(v)except for actions expressly authorized
by this Trust Agreement, the Trustee shall take no actions reasonably likely to impair the interests of the Trust in any Underlying
Security now existing or hereafter acquired, the Swap Agreement or the Swap Guarantee or to impair the value of any Underlying
Security now existing or hereafter acquired, the Swap Agreement or the Swap Guarantee;


(vi)except as expressly provided
in this Trust Agreement, the Trustee shall have no power to vary the corpus of the Trust including by (A) accepting any substitute
obligation or asset for an Underlying Security initially assigned to the Trustee under Section 2.01, (B) adding any other
investment, obligation or security to the Trust, (C) withdrawing from the Trust any Underlying Securities (D) entering into any
amendment or modification of the Swap Agreement or the Underlying Securities, (E) accepting any substitute guarantee for the Swap
Guarantee, (F) terminating the Swap Agreement except in accordance with its terms and (G) rejecting or otherwise failing to accept
the continuing benefits of the Swap Guarantee;


(vii)in the event that the Paying
Agent or the Certificate Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required
to be performed by the Paying Agent or Certificate Registrar, as the case may be, under this Trust Agreement, the Trustee shall
be obligated promptly upon its knowledge thereof to perform such obligation, duty or agreement in the manner so required;


(viii)the Trustee shall not be liable
to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants,
any Certificateholder or any other person






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believed
by it in good faith to be competent to give such advice or information, including, without limitation, the Market Agent or the
other parties to this Trust Agreement.  The Trustee may rely and shall be protected in acting upon any written notice,
facsimile transmission, request, direction or other document believed by it to be genuine and to have been signed or presented
by the proper party or parties;


(ix)the Trustee shall not incur any
liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any
governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party,
the Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide
shall be done or performed; and the Trustee shall not incur any liability to any Certificateholder by reason of any non-performance
or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Trust Agreement provide shall or
may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Trust Agreement;


(x)the Trustee shall be under no
obligation whatsoever to appear in, prosecute or defend any Proceeding in respect of any Underlying Securities;


(xi)whenever in the administration
of this Trust Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, conclusively rely upon an Officers’ Certificate; and


(xii) the Trustee may consult with
counsel of its selection and, the advice of such counsel or any Opinion of Counsel selected by the Trustee with due care shall
be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in reliance
thereon.


(d)As promptly as practicable after,
and in any event within 10 days after, the occurrence of any Default (as such term is defined below) hereunder with respect to
any Class of Certificates, the Trustee shall transmit by mail to the Depositor, the Swap Counterparty, the Swap Guarantor and the
Holders of Certificates of such Class in accordance with TIA Section 313(c), notice of such Default hereunder actually known
to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case
of a Default in the payment of the principal of or premium, if any, or interest on any Underlying Security, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of the Certificates of such Class.  For the purpose
of this Section 7.01(d), the term “Default” means, with respect to any Class of Certificates, any event that is,
or after notice or lapse of time or both would become, an Event of Default with respect to such Class of Certificates.


(e)Within five (5) Business Days after
the receipt by the Trustee of a written application by any three or more Certificateholders stating that such Certificateholders
desire to communicate with other Certificateholders with respect to their rights under this Trust Agreement or under the Certificates,
and accompanied by a copy of the form of proxy or other communication which such Certificateholders propose to transmit, and by
reasonable proof that each such Certificateholder has owned its Certificates for a period of at least six (6) months preceding
the date of such application, the Trustee shall, at its election, either:


(i)afford to such Certificateholders
access to all information so furnished to or received by the Trustee; or


(ii)inform such Certificateholders
as to the approximate number of Certificateholders according to the most recent information so furnished to or received by the
Trustee, and as to the approximate cost of mailing to such Certificateholders the form of proxy or other communication, if any,
specified in such application.


If the Trustee shall elect not to afford
to such Certificateholders access to such information, the Trustee shall, upon the written request of such Certificateholders,
mail to all such Certificateholders copies of the form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment,
of the reasonable expenses of such mailing.






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(f)The Trustee shall prepare for filing,
at the direction of and with information provided by the Depositor, periodic reports for the Trust pursuant to the Exchange Act,
and the rules and regulations promulgated thereunder on behalf of the Depositor.  The Depositor shall respond reasonably
promptly to any inquiry of the Trustee concerning such reports and shall provide the information required for such reports within
three days of the filing due date.


(g)On the Closing Date, the Trustee
shall create and retain a record that (i) identifies the Underlying Securities and the Swap Agreement as an integrated transaction,
(ii) the date the Underlying Securities were acquired and (iii) the date the Swap Agreement was entered into.


SECTION 7.02.Agreements Between
Trustee and Administrative Agents.  (a) The Trustee may enter into Administration Agreements with one or more Administrative
Agents in order to delegate to such Administrative Agents certain of its administrative obligations with respect to a Series hereunder;
provided, however, that:


(i)such delegation shall not release
the Trustee from the duties, obligations, responsibilities or liabilities arising hereunder;


(ii)such delegation shall not cause
the Administrative Agent to be considered a servicer under Regulation AB;


(iii)the Rating Agency Condition
shall have been satisfied with respect to the entering into of any such agreement;


(iv)such agreement must be consistent
with these Standard Terms and, with respect to Certificates of any Series, the related Supplement;


(v)the Trustee will remain solely
liable for all fees and expenses it may owe to such Administrative Agent;


(vi)the Administrative Agent shall
give representations and warranties in such Administration Agreement that are the same in substance as those set forth in Section 7.10
herein (references therein to the Trust Agreement, the Trustee and the Depositor shall be to the applicable Administration Agreement,
Administrative Agent and Trustee, respectively, for purposes of this Section 7.02(a)); and


(vii)such Administrative Agent shall
meet the eligibility requirements of a Trustee pursuant to Section 7.07 herein.


An Administration Agreement must provide
that an entity serving as Administrative Agent may resign from its obligations and duties under this Trust Agreement with respect
to any Series only if such resignation, and the appointment of a successor, would satisfy the Rating Agency Condition or upon a
determination that the duties of the Administrative Agent with respect to such Series are no longer permissible under applicable
law.  No such resignation shall become effective until the Trustee or a successor Administrative Agent has assumed the
obligations of such Administrative Agent with respect to such Series.  In addition, with respect to any Series (or
Class within such Series), each Administration Agreement shall impose on the Administrative Agent requirements conforming to the
provisions set forth in Section 3.01 and provide for administration of the related Trust and all or certain specified Underlying
Securities for such Series consistent with the terms of this Trust Agreement.  Additional requirements relating to the
scope and contents of any Administration Agreement may be provided in the applicable Supplement.  The Trustee shall deliver
to the Depositor copies of all Administration Agreements into which it enters, and any amendments or modifications thereof, promptly
upon the Trustee’ s execution and delivery of any such instruments.


(b)Upon the occurrence of an Administrative
Agent Termination Event, the Trustee shall be entitled to terminate the relevant Administration Agreement and the rights and obligations
of any such Administrative Agent under any Administration Agreement in accordance with the terms and conditions of any such Administration
Agreement.  If such Administration Agreement is terminated, the Trustee shall simultaneously reassume direct responsibility
for all obligations delegated in such Administration Agreement without any act or deed on the part of the applicable Administrative
Agent, and the Trustee shall administer directly the related Underlying Securities or shall enter into an Administration Agreement
with a successor Administrative Agent which






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so qualifies
under Section 7.02(a).  If the Trustee is unwilling or unable to act, it may appoint, or petition a court of competent
jurisdiction for the appointment of, an Administrative Agent which so qualifies under Section 7.02(a).  Pending
such appointment, the Trustee must act in such capacity (except that if the Trustee is prohibited by law from doing so, then the
Trustee will not be so obligated).


(c)If an Administrative Agent is administering
one or more Underlying Securities pursuant to an Administration Agreement, the Administrative Agent shall deposit into an Eligible
Account established by such Administrative Agent (an “Administration Account”) any amounts collected with respect thereto,
and all such amounts shall be distributed to the Trustee for deposit into the related Certificate Account not later than the Business
Day after receipt thereof.


SECTION 7.03.Certain Matters Affecting
the Trustee.  (a) Except as otherwise provided in this Article VII:


(i)the Trustee may request and rely
upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion, report, notice, facsimile transmission, request, consent, order,
appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the
proper party or parties;


(ii)the Trustee may consult with
counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;


(iii)the Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this Trust Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the
provisions of this Trust Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or thereby;


(iv)the Trustee shall not be personally
liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Trust Agreement;


(v)the Trustee shall not be bound
to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, facsimile transmission, request, consent, order, appraisal, approval, bond or other paper or document believed by it to
be genuine, unless requested in writing to do so by Holders of the Required Percentage--Direction of Trustee of the aggregate Voting
Rights of the affected Series (or Class or Classes within any such Series), as specified by the applicable Supplement; provided,
however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Trust Agreement, the Trustee may require reasonable indemnity against such expense
or liability as a condition to taking any such action;


(vi)the Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian
and shall not be liable for any misconduct or negligence of any such agents or attorneys selected with due care by it;


(vii)the Trustee shall not be personally
liable for any loss resulting from the investment of funds held in any Certificate Account or Reserve Account in accordance with
Section 3.05; and


(viii)the Trustee shall have the
power to sell the Underlying Securities and other Trust Property, in accordance with Article III and X, through the Market Agent
or, if the Market Agent shall have resigned or declined to sell some or all of the Underlying Securities, any broker selected by
the Trustee (at the direction of the Depositor) with reasonable care, in an amount sufficient to pay any amount due to the Swap
Counterparty under the Swap Agreement (including Swap Termination Payments) or reimbursable to itself in respect of unpaid Extraordinary
Trust Expenses and to use the proceeds thereof to make such payments after the distribution of funds or Trust Property to Certificateholders.
Any such broker shall be instructed by the Trustee to sell such Trust Property in any reasonable manner designed to maximize the
sale proceeds.






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(b)All rights of action under this
Trust Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by it without the possession of any
of the Certificates of any Series (or Class within such Series), or the production thereof at the trial or other Proceeding
relating thereto, and any such Proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders
of such Certificates, subject to the provisions of this Trust Agreement.


SECTION 7.04.Trustee Not Liable
for Recitals in Certificates or Underlying Securities.  The Trustee assumes no responsibility for the correctness
of the recitals contained herein, in the Certificates, Swap Agreement or the Swap Guarantee or in any document issued in connection
with the sale of the Certificates (other than the signature and authentication on the Certificates).  Except as set forth
in Section 7.10, the Trustee makes no representations or warranties as to the validity or sufficiency of this Trust Agreement,
the Certificates of any Series (other than the signature and authentication on the Certificates), any Underlying Security,
the Swap Agreement, the Swap Guarantee or of any related document.  The Trustee shall not be accountable for the use
or application by the Depositor, of any of the Certificates or of the proceeds of such Certificates, or for the use or application
of any funds paid to the Depositor or the Swap Counterparty in respect of the Underlying Securities.


SECTION 7.05.Trustee May Own Certificates.  The
Trustee in its individual capacity or any other capacity may become the owner or pledgee of Certificates with the same rights it
would have if it were not Trustee; provided, however, that in determining whether the required percentage of aggregate
Voting Rights shall have consented to any action hereunder requiring the consent of the Certificateholders, any interest beneficially
held by the Trustee in its individual capacity shall be excluded.


SECTION 7.06.Trustee’s Fees
and Expenses.  (a)Ordinary Expenses will be paid by the Depositor pursuant to an agreement with the Trustee.
Subject to paragraph (b) of this Section 7.06, all Extraordinary Trust Expenses, to the extent not paid by a third party
are, and shall be, obligations of the Trust and when due and payable shall be satisfied solely by the Trust.


(b)The Trustee shall not take any action,
including appearing in, instituting or conducting any action or suit hereunder or in relation hereto which is not indemnifiable
under Section 7.11 hereof which, in the Trustee’s opinion, would or might cause it to incur costs, expenses or liabilities
that are Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect
of such costs, expenses and liabilities, (ii) the Trustee has been instructed to do so by Certificateholders representing not less
than 100% of the aggregate principal amount of Certificates then outstanding and (iii) such Certificateholders have agreed that
such costs, expenses or liabilities shall be paid by the Trustee from the Trust.


SECTION 7.07.Eligibility Requirements
for Trustee.  (a) The Trustee hereunder shall at all times be a corporation or an association which is not an Affiliate
of the Depositor (but may have normal banking relationships with the Depositor and its Affiliates) organized and doing business
under the laws of any State or the United States, authorized under such laws to exercise corporate trust powers which shall be
eligible to act as a trustee under TIA Section 310(a), having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by Federal or State authority and have a rating from S&P of BBB- or higher.  If such
corporation or association publishes reports of conditions at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 7.07 the combined capital and surplus of such corporation
or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published.  In
the event that at any time such Trustee shall cease to be eligible in accordance with the provisions of this Section 7.07,
such Trustee shall resign immediately in the manner and with the effect specified in Section 7.08.


(b)In determining whether the Trustee
has a conflicting interest under TIA Section 310(b) with respect to any Class of Certificates and this Section 7.07,
each other Class of Certificate will be treated as having been issued under an indenture other than this Trust Agreement.


SECTION 7.08.Resignation or Removal
of the Trustee; Appointment of Successor Trustee.  (a) The Trustee may at any time resign as Trustee hereunder by
written notice of its election so to do, delivered to the Depositor, each Swap Counterparty and any Swap Guarantor, and such resignation
shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as hereinafter provided; provided,
however, that in the event of such resignation, the Trustee shall (i) assist the Depositor in finding a successor Trustee
acceptable to the Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued fees.






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(b)The Depositor or Holders of the
Required Percentage--Removal of Trustee of Certificates may, with the consent of each Swap Counterparty and any Swap Guarantor
which consents shall not be unreasonably withheld, at any time remove the Trustee as Trustee hereunder by written notice delivered
to the Trustee in the manner provided in Section 12.08 hereof, and such removal shall take effect upon the appointment of
the successor Trustee and its acceptance of such appointment as provided in paragraph (e) of this Section 7.08; provided,
however, that in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree
regarding payment of the termination costs of the Trustee resulting from such removal.


(c)Upon the designation and acceptance
thereof of a successor Trustee, following either resignation or removal of the Trustee, the Trustee shall deliver to the successor
Trustee all records relating to the Certificates in the form and manner then maintained by the Trustee, which shall include a hard
copy thereof upon written request of the successor Trustee.


(d)If at any time the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of
rehabilitation, conservation or liquidation, the Depositor shall, with the consent of each Swap Counterparty and any Swap Guarantor
which consents shall not be unreasonably withheld, petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.  In the event the Trustee resigns or is removed, the Trustee shall reimburse
the Depositor for any fees or charges previously paid to the Trustee in respect of duties not yet performed under this Trust Agreement
which remain to be performed by a successor Trustee.


(e)In case at any time the Trustee
acting hereunder notifies the Depositor that it elects to resign or the Depositor or Holders of the Required Percentage--Removal
of Trustee (in each case with the consent of any Swap Counterparty and Swap Guarantor, as described above) notifies or notify the
Trustee that it or they elects or elect to remove the Trustee as Trustee, the Depositor shall, with the consent of each Swap Counterparty
and any Swap Guarantor which consents shall not be unreasonably withheld, within sixty (60) days after the delivery of the notice
of resignation or removal, appoint a successor Trustee, which shall satisfy the requirements for a trustee under Section 7.07.  If
no successor Trustee has been appointed within sixty (60) days after the Trustee has given written notice of its election to resign
or the Depositor or Holders of the Required Percentage--Removal of Trustee of Certificates have given written notice to the Trustee
of its or their election to remove the Trustee, as the case may be, the Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee.  Every successor Trustee shall execute and deliver to its predecessor and
to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Trustee, without any
further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all
purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written
request of the Depositor, shall execute and deliver an instrument transferring to such successor all rights, obligations and powers
of such predecessor hereunder, and shall duly assign, transfer and deliver all right, title and interest in the Deposited Assets
and parts thereof to such successor.  Any successor Trustee shall promptly give notice of its appointment to any Swap
Counterparty, any Swap Guarantor and the Certificateholders of Certificates for which it is successor Trustee in the manner provided
in Section 12.08 hereof.


(f)Any Person into or with which the
Trustee may be merged, consolidated or converted shall be the successor of such Trustee without the execution or filing of any
document or any further act other than as required by Section 7.18(d) hereof.


SECTION 7.09.Appointment of Office
or Agency.  As specified in a Supplement, the Trustee shall appoint an office or agency in The City of New York where
the Certificates may be surrendered for registration of transfer or exchange, and presented for the final distribution with respect
thereto, and where notices and demands to or upon the Trustee in respect of the Certificates of the related Series and this Trust
Agreement may be served.


SECTION 7.10.Representations and
Warranties of Trustee.  The Trustee represents and warrants that:


(i)the Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation or association;


(ii)neither the execution nor the
delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance
by it with any of the terms or






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provisions
hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the
Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or
an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration
of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties
may be bound;


(iii)the Trustee has full power,
authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Swap Agreement and
Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it
of this Trust Agreement and the Swap Agreement;


(iv)this Trust Agreement and the
Swap Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor,
the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be
limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors
generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law);


(v)the Trustee is not in violation,
and the execution and delivery of the Trust Agreement and the Swap Agreement by the Trustee and its performance and compliance
with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably
be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties
or on the performance of its duties hereunder or under the Swap Agreement;


(vi)there are no actions or proceedings
against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative
agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement or the Swap Agreement,
(B) seeking to prevent the issuance of the Certificates or the consummation of any transactions contemplated by the Trust Agreement
or the Swap Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity
or enforceability against the Trustee of, the Trust Agreement or the Swap Agreement; and


(vii)no consent, approval, authorization
or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or
compliance by the Trustee with, the Trust Agreement or the Swap Agreement, or for the consummation of the transactions contemplated
by the Trust Agreement or the Swap Agreement, except for such consents, approvals, authorizations and orders, if any, that have
been obtained prior to the Closing Date.


The representations and warranties of
the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive
the delivery of the Trust Agreement by the Trustee to the Depositor.


SECTION 7.11.Indemnification of
Trustee by the Depositor; Contribution.  (a) The Depositor agrees, to the extent the Trustee is not reimbursed pursuant
to Section 7.06 hereof, to indemnify the Trustee against, and hold it harmless from, any loss, expense, disbursement, advance
or liability incurred (including the compensation and disbursements of counsel and other agents) relating to this Trust Agreement,
the Swap Agreement or the Certificates or the performance of any of the Trustee’s duties hereunder, other than any loss,
disbursement, advance, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance
of the Trustee’s duties hereunder or by reason of reckless disregard of the Trustee’s obligations and duties hereunder.


(b)If the indemnification provided
for in paragraph (a) of this is invalid or unenforceable in accordance with its terms, then the Depositor shall contribute
to the amount paid or payable by the Trustee as a result of such liability in such proportion as is appropriate to reflect the
relative benefits received by the Depositor on one hand and the Trustee as Trustee on the other hand.  For this purpose
(i) the benefits received by the Depositor shall be the aggregate amount received by it upon the sale of such Certificates, less
the costs and expenses of such sale, including the cost of acquisition of the Underlying Securities or parts thereof evidenced
thereby, and (i) the benefits received by the Trustee, as Trustee shall be the aggregate amount of fees received by it as Trustee,
less costs






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and expenses
incurred by it as Trustee in relation to such Certificates.  If, however, the allocation provided by the immediately
preceding two sentences is not permitted by applicable law, then the Depositor shall contribute to such amount paid or payable
by the Trustee in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
the Depositor on the one hand and the Trustee on the other in connection with the actions or omissions which resulted in such
liability, as well as any other relevant equitable considerations.


(c)In case any claim shall be made
or action brought against the Trustee for any reason for which indemnity may be sought against the Depositor as provided above,
the Trustee may promptly notify the Depositor in writing setting forth the particulars of such claim or action and the Depositor
may assume the defense thereof.  In the event that the Depositor assumes the defense, the Trustee shall have the right
to retain separate counsel in any such action but shall bear the fees and expenses of such counsel unless (i) the Depositor shall
have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Trustee and the Depositor,
and the Trustee has been advised in writing by such counsel that one or more legal defenses may be available to it which may not
be available to the Depositor, in which case the Depositor shall not be entitled to assume the defense of such suit notwithstanding
its obligation to bear the reasonable fees and expenses of such counsel.


(d)The term “Liability”,
as used in this Section 7.11, shall include any losses, claims, damages, expenses (including without limitation the Trustee’
s reasonable costs, expenses and attorneys’ fees and expenses) in defending itself against any losses, claims or investigations
of any nature whatsoever.


(e)The obligations of the Depositor
under this Section 7.11 shall be in addition to any liability which the Depositor may otherwise have and shall extend, upon
the same terms and conditions, to each officer, employee, agent and director of the Trustee, and to each person, if any, who controls
the Trustee within the meaning of the Exchange Act.


(f)Notwithstanding anything to the
contrary contained in this Section 7.11, the Depositor shall not be liable for settlement of any such claim by the Trustee
entered into without the prior written consent of the Depositor, which consent shall not be unreasonably withheld.


(g)The indemnity provided in this Section 7.11
shall survive the termination or discharge of this Trust Agreement.


SECTION 7.12.No Liability of the
Trustee with Respect to the Underlying Securities; Certificateholders to Proceed Directly Against the Underlying Securities Issuer(s).  (a)
The sole obligor with respect to any Underlying Security is the Underlying Securities Issuer(s).  The Trustee shall not
have any obligation on or with respect to the Underlying Securities; and its obligations with respect to Certificates shall be
solely as set forth in this Trust Agreement.


(b)The Trustee is not authorized to
proceed against the Underlying Securities Issuer in the event of a default or to assert the rights and privileges of Certificateholders
of Certificates and has no right or duty in respect thereof except as expressly provided herein.


SECTION 7.13.The Depositor to
Furnish Trustee with Names and Addresses of Certificateholders.  The Depositor will furnish to the Trustee within
15 days after each Record Date with respect to any Distribution Date, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Depositor of any such request, a list, in such form as the Trustee may reasonably require,
of all information in the possession or control of the Depositor as to the names and addresses of the Certificateholders, in each
case as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long
as the Trustee is the sole Registrar, no such list need be furnished.


SECTION 7.14.Preservation of Information;
Communications to Holders.  (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Certificateholders contained in the most recent list furnished to the Trustee as provided in Section 7.13,
and the names and addresses of Certificateholders received by the Trustee in its capacity as Registrar, if so acting.  The
Trustee may destroy any list furnished to it as provided in Section 7.13, upon receipt of a new list so furnished.






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(b)Certificateholders shall have
the right to communicate pursuant to TIA Section 312(b) with other Certificateholders with respect to their rights under this Agreement
or the Certificates.


(c)Irrespective of whether the
TIA shall apply to this Agreement, the Depositor, the Trustee, the Paying Agent and the Certificate Registrar shall have the protections
provided pursuant to TIA Section 312(c).


SECTION 7.15.Reports by Trustee.  (a)
If required, within 60 days after May 15 of each year, commencing with the year 2007, the Trustee shall transmit to the Certificateholders,
as provided in TIA Section 313(c), a brief report dated as of such May 15, if required by TIA Section 313(a).


(b)Unless otherwise specified
in the Supplement, the Trustee shall file or cause to be filed, within the time limits established by law, federal and state income
tax returns and information statements as a grantor trust for each of the Trust’s taxable years and will comply with applicable
reporting obligations under the Code for a widely held fixed investment trust.


SECTION 7.16.Trustee’s Application
for Instructions from the Depositor.  Any application by the Trustee for written instructions from the Depositor
may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Trust
Agreement and the date on and/or after which such action shall be taken or such omission shall be effective, if, but only if, the
obligations of the Trustee with respect to such proposed action or omission, in the view of the Trustee, are not set forth reasonably
clearly in these Standard Terms and the related Supplement.  The Trustee shall not be liable for any action taken by,
or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than ten (10) Business Days after the date a Responsible Officer of the Depositor actually receives
such application, unless any such Responsible Officer shall have consented in writing to any earlier date) unless, prior to taking
any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response
to such application specifying the action to be taken or omitted; provided, however, that this provision shall not
protect the Trustee from liability for any action or omission constituting willful misconduct, bad faith or negligence.


SECTION 7.17.Assessment of Compliance
by Trustee; Annual Independent Certified Public Accountant’s Report, Etc.  (a) On or prior to March 15
of each year, with respect to any Series, commencing with the year following the year of issuance of certificates of such Series,
the Trustee shall deliver to the Depositor an assessment of compliance (or other such form that may be reasonably requested by
the Depositor from the Trustee to conform to the requirements of Regulation AB) that contains the following:


(i)statement of the Trustee’s
responsibility for assessing compliance with the servicing criteria applicable to it under the Trust Agreement;


(ii)a statement that the Trustee
used the criteria in Item 1122(d) of Regulation AB (17 CFR 229.1122) to assess compliance with the applicable servicing criteria
under the Trust Agreement;


(iii)the Trustee’s assessment
of compliance with the applicable servicing criteria during and as of the end of the prior calendar year, setting forth any material
instance of noncompliance identified by the Trustee; and


(iv)a statement that a registered
public accounting firm has issued an attestation report on the Trustee’s assessment of compliance with the applicable servicing
criteria under the trust agreement during and as of the end of the prior calendar year.


(b)The Trustee shall cause a firm of
independent certified public accountants to deliver to the Depositor on or before March 15 a report with respect to each Series,
that attests to, and reports on, the Trustee’s assessment delivered pursuant to Section 7.17(a), which attestation report
shall be made in accordance with the requirements of Rule 15d-18 under the Exchange Act and, unless otherwise specified in
the Supplement, address the servicing criteria in Item 1122(d) of Regulation AB (17 C.F.R. § 229.1122) identified in Exhibit
A.


(c)On or before March 15 of each
calendar year, with respect to each Series, commencing the year following the year of issuance of certificates of such Series,
the Trustee shall deliver to the Depositor a statement of compliance addressed to the Depositor and signed by an authorized officer
of the Trustee, to the effect that (i) a review of the Trustee’s activities during the immediately preceding calendar year
(or applicable portion






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thereof)
and of its performance under the Trust Agreement during such period has been made under such officer’s supervision, and
(ii) to the best of such officers’ knowledge, based on such review, the Trustee has fulfilled all of its obligations under
the Trust Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been
a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer
and the nature and the status thereof.


(d)The accountants appointed hereunder
and the Trustee shall not be liable for any claims, liabilities or expenses relating to such accountants’ engagement or any
report issued in connection with such engagement and dissemination of any such report is subject to the consent of the accountants.


(e)The Trustee will accept and deliver
all notices, reports and other information that are required to be provided or delivered to it pursuant to the Trust Agreement,
and, where required under the Trust Agreement, will determine whether such notices, reports or other information are satisfactory
to it in form; provided, however, that receipt and delivery of such reports, information and documents to the Trustee
is for informational purposes only and, except for any explicit notice of an Event of Default from the Depositor or a Certificateholder,
the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained
therein or determinable from information contained therein, including the Depositor’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). So long as any Certificates
are registered in the name of Cede & Co., as nominee for DTC or a Depositary and subject to any listing requirements, notices,
reports and other information that are required to be sent to the Certificateholders of such Certificates may be given by delivery
of the relevant notice to DTC for communication by DTC to entitled participants and account holders of such clearing systems.


SECTION 7.18.Information to be
Provided by the Trustee.  In connection with any transaction pursuant to a Trust Agreement, the Trustee shall (i)
within five Business Days following request by the Depositor provide to the Depositor, in form and substance reasonably satisfactory
to the Depositor, the information and materials specified in paragraphs (a) and(b) of this Section and (ii) as promptly as
practicable following notice to or discovery by the Trustee, provide the Depositor (in writing and in form and substance reasonably
satisfactory to the Depositor) the information specified in paragraph (c) of this Section.


(a)If so requested by the Depositor
the Trustee shall provide information regarding the Trustee as is requested for compliance with Items 1103 (a)(1), 1108, 1109,
1117 and 1119 of Regulation AB.  Such information shall include, at a minimum:


(i)the Trustee’s form of organization;


(ii)a description of how long the
Trustee has been acting as Trustee for transactions similar to the contemplated transaction;


(iii)the number of transactions similar
to the contemplated transaction for which the Trustee has acted as Trustee;


(iv)the number of asset-backed securities
transactions for which the Trustee, as of the most recent year end, acts as trustee and the aggregate outstanding dollar amount
of securities issued in connection with such asset-backed securities transactions;


(v)a discussion of the Trustee’s
experience in, and procedures for, the function it will perform under these Standard Terms and the related Supplement;


(vi)a description of any material
changes during the three-year period immediately preceding the contemplated transaction to the Trustee’s policies or procedures
with respect to the function it will perform under these Standard Terms and the related Supplement;


(vii)information regarding the Trustee’s
financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the
Trustee could have a material adverse effect on the performance by the Trustee of its obligations under these Standard Terms and
the related Supplement;






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(viii)information regarding advances
made by the Trustee, with respect to transactions similar to the contemplated transaction, for the three-year period immediately
preceding the contemplated transaction, which may be limited to a statement by an authorized officer of the Trustee to the effect
that the Trustee has made all advances required to be made with respect to such transactions for such period, or, if such statement
would not be accurate, information regarding the percentage and types of advances not made as require and the reasons for such
failure to advance;


(ix)a description of any material
legal or governmental proceedings pending (or known to be contemplated) against the Trustee;


(x)a description of any affiliations
or relationships between the Trustee and the Depositor, any underwriter, any Significant Obligor, any Credit Support Provider,
Swap Counterparty or other material party related contemplated transaction as contemplated by Item 1100(d)(1) of Regulation
AB.


(b)In addition to such information
as the Trustee is obligated to provide pursuant to other provisions of these Standard Terms, if so requested by the Depositor,
the Trustee shall provide such information as is reasonably required to facilitate preparation of distribution reports in accordance
with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the reports delivered pursuant
to Section 4.03 hereof.


(c)The Trustee shall (i) notify the
Depositor in writing of (A) any material litigation or government proceedings pending against the Trustee and (B) any affiliations
between the Trustee and any of the parties identified in clause (ix) of paragraph (a) of this Section, and (ii) provide
the Depositor with a description of such proceedings, affiliations or relationships.


As a condition to the succession of the
Trustee as trustee under these Standard Terms and any Supplement by any Person (i) into which the Trustee may be merged or consolidated
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall provide to the Depositor at least 15 calendar days
prior to the effective date of such succession or appointment, (i) written notice to the Depositor of such succession or appointment
and (ii) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any Series (or
any Class of such Series).


ARTICLE VIII


MARKET AGENT


 


SECTION 8.01.Market Agent.  (a)
If specified for a given Series, on the Closing Date the Trustee shall enter into a Market Agent Agreement with BofA Merrill Lynch
as the initial Market Agent, in the form attached to the related Supplement.  The Market Agent shall serve as such under
the terms and provisions hereof and of the Market Agent Agreement.  The Market Agent, including any successor appointed
pursuant hereto, shall be a member of the National Association of Securities Dealers, Inc., have capitalization of at least $25,000,000,
and be authorized by law to perform all the duties imposed upon it by this Trust Agreement and the Market Agent Agreement.  The
Market Agent may be removed at any time by the Trustee, acting at the written direction of the Depositor; provided, however,
that such removal shall not take effect until the appointment of a successor Market Agent.  The Market Agent may resign
upon 30 days’ written notice delivered to the Trustee.  The Depositor shall use its best efforts to appoint a successor
Market Agent that is a qualified institution, effective as of the effectiveness of any such resignation or removal.


 


ARTICLE IX


SECURITIES INTERMEDIARY


 


SECTION 9.01.Resignation or Removal
of the Securities Intermediary; Appointment of Successor Securities Intermediary.  (a) The Securities Intermediary
may at any time resign as Securities Intermediary hereunder by written notice of its election so to do, delivered to the Trustee
and the Depositor, and such resignation shall take effect upon the appointment of a successor Securities Intermediary and its acceptance
of such appointment as hereinafter provided; provided, however, that in the event of such resignation, the Securities
Intermediary shall (i) assist the Trustee and the Depositor in finding a successor Securities Intermediary acceptable to the
Trustee and the Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued fees.






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(b)The Trustee, the Depositor or the
Holders of the Required Percentage--Removal of Securities Intermediary of Certificates may (with the consent of each Swap Counterparty
and any Swap Guarantor) at any time remove the Securities Intermediary as Securities Intermediary hereunder by written notice delivered
to the Securities Intermediary in the manner provided in Section 12.08 hereof, and such removal shall take effect upon the
appointment of the successor Securities Intermediary and its acceptance of such appointment as provided in paragraph (e) of
this Section 9.01; provided, however, that in the event of such removal, the Depositor shall negotiate in good
faith with the Securities Intermediary in order to agree regarding payment of the termination costs of the Securities Intermediary
resulting from such removal.


(c)Upon the designation and acceptance
thereof of a successor Securities Intermediary, following either resignation or removal of the Securities Intermediary, the Securities
Intermediary shall deliver to the successor Securities Intermediary all records relating to the Certificates in the form and manner
then maintained by the Securities Intermediary, which shall include a hard copy thereof upon written request of the successor Securities
Intermediary.


(d)If at any time the Securities Intermediary
shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Intermediary or
of its property shall be appointed, or any public officer shall take charge or control of the Securities Intermediary or of its
property of affairs for the purpose of rehabilitation, conservation or liquidation, the Depositor shall petition any court of competent
jurisdiction for the removal of the Securities Intermediary and the appointment of a successor Securities Intermediary.  In
the event the Securities Intermediary resigns or is removed, the Securities Intermediary shall reimburse the Depositor for any
fees or charges previously paid to the Securities Intermediary in respect of duties not yet performed under this Trust Agreement
which remain to be performed by a successor Securities Intermediary.


(e)In case at any time the Securities
Intermediary acting hereunder notifies the Trustee or the Depositor that it elects to resign or the Trustee, the Depositor or Holders
of the Required Percentage--Removal of Securities Intermediary of Certificates notifies or notify the Securities Intermediary that
it or they elects or elect to remove the Securities Intermediary as Securities Intermediary, the Depositor shall (with the consent
of each Swap Counterparty and any Swap Guarantor), within sixty (60) days after the delivery of the notice of resignation or removal,
appoint a successor Securities Intermediary, which shall satisfy the requirements set forth in Section 2.06.  If
no successor Securities Intermediary has been appointed within sixty (60) days after the Securities Intermediary has given written
notice of its election to resign or the Trustee, the Depositor or Holders of the Required Percentage--Removal of Securities Intermediary
of Certificates have given written notice to the Securities Intermediary of its or their election to remove the Securities Intermediary,
as the case may be, the Securities Intermediary may petition any court of competent jurisdiction for the appointment of a successor
Securities Intermediary.  Every successor Securities Intermediary shall execute and deliver to its predecessor, to the
Trustee and to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Securities
Intermediary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor and for all purposes shall be the Securities Intermediary under this Trust Agreement, and such predecessor, upon
payment of all sums due it and on the written request of the Trustee and the Depositor, shall execute and deliver an instrument
transferring to such successor all rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer
and deliver all right, title and interest in the Deposited Assets and parts thereof to such successor.  Any successor
Securities Intermediary shall promptly give notice of its appointment to the Certificateholders of Certificates for which it is
successor Securities Intermediary in the manner provided in Section 12.08 hereof.


(f)Any Person into or with which the
Securities Intermediary may be merged, consolidated or converted shall be the successor of such Securities Intermediary without
the execution or filing of any document or any further act.


ARTICLE X


TRUST WIND-UP EVENTS AND LIQUIDATION EVENTS


 


SECTION 10.01.Trust Wind-up Events.
(a) Unless otherwise provided in the Supplement, if any of the following events (each event, a “Trust Wind-Up Event”)
shall occur:






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(i)the occurrence of one or more
Underlying Security Defaults (A) which results in an Underlying Security Default with respect to all Underlying Securities held
by the Trust or (B) with respect to any specific Underlying Securities specified in the Supplement;


(ii)the consummation of any redemption
of, tender for, exercise of any call option on, or other similar transactions with respect to all Underlying Securities held by
the Trust;


(iii)if and as specified in the Supplement,
any specified Swap Default or specified Termination Event under a specified Swap Agreement or specified Swap Agreements;


(iv)any specified Credit Support
Default occurs under Credit Support specified in the Supplement;


(v)each Underlying Securities Issuer
becomes a Disqualified Issuer or the Swap Counterparty becomes a Disqualified Swap Counterparty, if at such time the Swap Counterparty
is not an affiliate of the Depositor (such events each a “Failure to File Event”);


(vi)any Credit Support held by the
Trust becomes a Disqualified Credit Support and the Supplement specifies that a Trust Wind-Up Event shall occur upon such Credit
Support becoming a Disqualified Credit Support;


(vii)the designation of a Special
Depositor Wind-Up Event pursuant to Section 10.04;


(viii)the exchange of all Outstanding
Certificates for Underlying Securities pursuant to one or more Optional Exchanges or otherwise; and


(ix)any other Trust Wind-Up Event
set forth in the Supplement.


(b)Unless otherwise specified in the
Supplement, if more than one Trust Wind-Up Event occurs, only the first such event will be the “Trust Wind-Up Event”
for all purposes under the Trust Agreement, each Swap Agreement and any related agreements or other documents.


SECTION 10.02.Disposition of Trust
Property. (a) Subject to Section 10.03, as promptly as possible after the occurrence of a Trust Wind-Up Event or Liquidation
Event, and in any case within three Business Days following such occurrence, the Trustee shall provide notice to the Certificateholders,
the Swap Counterparties, the Depositor and the Rating Agencies of the occurrence of a Trust Wind-Up Event or Liquidation Event
specifying the particular Trust Wind-Up Event or Liquidation Event and in the case of a Liquidation Event, the particular Underlying
Security, Swap Agreement or other Trust Property related to such Liquidation Event. In the case of a Trust Wind-Up Event, the notice
shall state that (i) Holders should surrender their Certificates to the Trustee, or deliver security or indemnity acceptable to
the Trustee in order to receive their respective distributions of Trust Property, if any, (ii) the location and hours of the Corporate
Trust Office at which Certificates should be presented and surrendered and (iii) that each Holder must supply transfer instructions
in writing with respect to Trust Property to be distributed in cash or in kind; provided, however, that with respect
to Certificates that are Global Securities as to which distributions will be made through the facilities of DTC or another Depositary,
the Trustee may adhere to the applicable rules and procedures or DTC or such other Depositary in lieu of clauses (i), (ii) and
(iii) of this sentence.


(b)The Trustee will give notice to
the Market Agent to undertake to sell Underlying Securities promptly after the occurrence of a Trust Wind-Up Event or Liquidation
Event, [and in any case within [five] Business Days following such occurrence] in accordance with the Sale Procedures. Immediately
upon receipt of that notice from the Trustee, the Market Agent shall undertake to sell Underlying Securities on behalf of the Trust;
provided, however, that the Market Agent may elect not to act as Market Agent with respect to some or all of the
Underlying Securities by written notice to that effect to the Trustee and appointment of a substitute Market Agent which is a nationally
recognized dealer; provided further, however, that if specified in the Supplement, the Market Agent shall not undertake
to sell the Underlying Securities until at least five Business Days following such notice. The timing, price and other terms of
any sale conducted by the Market Agent shall be determined by the Market Agent in its sole discretion, but all such sales shall
be completed within 30 days or such longer period of time as may be reasonable with respect to particular Underlying Securities.
In the case of a Liquidation Event, sales under this provision shall be subject to Section 3.04 and shall be limited to the Affected
Underlying Securities except where the proceeds from the Affected Underlying Securities are insufficient to make payment of the
Swap






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Termination
Payment. In the case of a Trust Wind-Up Event that is also a Failure to File Event, sales under this provision shall be limited
to the amount of Underlying Securities required to be sold to make payment of the Swap Termination Payment.


The Market Agent may provide a right
of last refusal to any Swap Counterparty, Call Right holder or other counterparty or holder with an interest in the Underlying
Securities or other Trust Property that is not an affiliate of the Market Agent or any holder of a Call Right.


If the Market Agent is unable to sell
Underlying Securities within 180 days of its first attempt to do and the Market Agent determines that it is not commercially reasonable
to continue to try to sell such Underlying Securities, it may give notice to the Trustee and the Depositor that it is unable to
sell such Underlying Securities and that it has determined that it is commercially unreasonable to continue to attempt to sell
such Underlying Security. In such event, the Trustee shall arrange to distribute such Underlying Securities to Certificateholders.


(c)Subject to Section 10.03, as promptly
as possible after the occurrence of a Liquidation Event, the Trustee shall take action on behalf of the Trust as specified in Section
3.04. Subject to Section 10.03, as promptly as possible after the occurrence of a Trust Wind-Up Event (except a Trust Wind-Up Event
that is also a Failure to File Event), unless otherwise provided in the Supplement, the Trustee on behalf of the Trust shall terminate
all Swap Agreements, Credit Support and other agreements of the Trust, the Trustee shall permit delivery of any Trust Property
to any Swap Counterparty or other person in accordance with any Swap Agreement or other agreement, and the Trustee shall cause
the Market Agent to liquidate all Trust Property. Subject to Section 10.03, as promptly as possible after the occurrence of a Trust
Wind-Up Event that is also a Failure to File Event, unless otherwise provided in the Supplement, the Trustee on behalf of the Trust
shall terminate all Swap Agreements, Credit Support and other agreements of the Trust, the Trustee shall permit delivery of any
Trust Property to any Swap Counterparty or other person in accordance with any Swap Agreement or other agreement, and the Trustee
in accordance with the Allocation Ratio will distribute the Underlying Securities to each Holder’s last address as it appears
in the Certificate Register within three Business Days (or such other date specified in the applicable Supplement). The Trustee
shall use reasonable efforts to cause such terminations and liquidations within thirty days of the occurrence of such Trust Wind-Up
Event. Upon completion of the liquidation of Trust Property, the Trustee shall provide a notice to Certificateholders, the Swap
Counterparties, the Depositor and the Rating Agencies stating that the liquidation of Trust Property has been completed, specifying
the amount of any Swap Termination Payment paid or to be paid and the amounts to be distributed to Certificateholders.


The Trustee shall distribute the cash
proceeds of liquidation, and if applicable, other Trust Property, to Certificateholders upon surrender, or delivery of security
or indemnity acceptable to the Trustee, by each Holder of its Certificates at the Corporate Trust Office specified pursuant to
paragraph (a) of this Section 10.02. Upon receipt by the Trustee of (i) appropriate transfer instructions in writing from a Holder
with respect to the Underlying Securities and (ii) such Holder’s Certificates (or acceptable security or indemnity), the
Trustee shall promptly deliver Underlying Securities to such Holder in an aggregate principal amount corresponding to the aggregate
Certificate Principal Balance of such Holder’s Certificates in accordance with such transfer instructions by (A) physical
delivery or (B) if applicable, causing the book-entry depositary for such Underlying Securities to credit such Underlying Securities
to an account of such Holder with such depositary or an account of a designated participant in such depositary, provided
that such book-entry depositary will be an agency of the United States, DTC or another book-entry institution acceptable to the
Depositary. With respect to a Global Security, the Trustee may also distribute such cash or other Trust Property in accordance
with the rules of DTC or other applicable Depositary. Any Transfer made in accordance with this paragraph shall satisfy all obligations
of the Trust with respect to the Certificateholders.


(d)If the related Supplement so specifies,
in connection with any Swap Termination Payment payable by the Trust, the Certificateholders may, acting unanimously, deliver to
the Trustee the amount of such outstanding Swap Termination Payment (together with, in the case of a Trust Wind-Up Event, any Extraordinary
Trust Expenses payable to the Trustee) and a written instruction to discontinue sale of the Underlying Securities. If the Market
Agent receives notice from the Trustee of the exercise by the Certificateholders of their rights under this Section 10.02(d), the
Market Agent shall promptly discontinue sales of the related Underlying Securities (but the Market Agent and the Trustee shall
complete the settlement of any sale already agreed). It is expressly understood and agreed that Underlying Securities may be sold
in the time necessary for the Certificateholders to be notified of and act upon their rights under this Section 10.02(d). If the
Supplement specifies that this provision shall be applicable, the Trustee shall provide notice of this right to the Depositor and
the






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Certificateholders
together with an estimate of the amount of any Swap Termination Payment and applicable Extraordinary Trust Expenses at the time
the Trustee provides notice to Certificateholders of such Trust Wind-Up Event or Liquidation Event.


(e)Unless otherwise provided in the
Supplement, and notwithstanding any other provision of this Agreement (and as specified in the Swap Agreement), in connection with
early termination of a Swap Agreement or one or more Transactions thereunder:


(i) in the case of a Counterparty
Subordination Event, the claim of the Swap Counterparty against the Underlying Securities (or proceeds thereof arising from sale
thereof) and any other Trust Property will be limited to a claim subordinate to that of the Certificateholders according to the
amount of the Swap Termination Payment otherwise payable to the Swap Counterparty and the Certificateholders’ aggregate Certificate
Principal Balance plus accrued interest; and


(ii) other than in the case of a
Counterparty Subordination Event, the claim of the Swap Counterparty against the Underlying Securities (or proceeds thereof arising
from sale thereof) and any other Trust Property will be a claim senior to that of the Certificateholders according to the amount
of the Swap Termination Payment otherwise payable to the Swap Counterparty and the Certificateholders’ aggregate Certificate
Principal Balance plus accrued interest.


(f)After the occurrence of a Trust
Wind-Up Event, the Holders shall be entitled to the following distributions from the Trustee, subject to the security interest
in all of the Trust Property granted in favor of the Trustee to secure unpaid Extraordinary Trust Expenses and to the of the Swap
Counterparty pursuant to the Swap Agreement: payments on the Underlying Securities; amounts, if any, recovered under the Swap Agreement
(including Swap Termination Payments, if any, and amounts collected pursuant to Section 2(e) and Section 11 of the Swap Agreement)
or Swap Guarantee, received by the Trustee after the occurrence of the Trust Wind-Up Event; and any other remaining Trust Property,
if any; which in each case the Trustee shall distribute pro rata to the Certificateholders in the manner provided pursuant
to Section 4.01 upon satisfaction of the conditions for transfer of Underlying Securities referred to in paragraph (b) of this
Section.


(g)Except for reports and other information
required to be provided to Holders under the Trust Agreement, the obligations the Trustee and the Depositor will terminate upon
the distribution to Certificateholders of all amounts required to be distributed to them and the disposition of all Underlying
Securities held by the Trustee, and such distribution shall constitute full satisfaction of all of the interests of the Certificateholders
under this Trust Agreement.


(h)In the event that the Market Agent
resigns or declines to sell specific Underlying Securities, the Trustee shall proceed under Section 7.03(a)(viii).


(i)The Market Agent is an agent of
the Trustee only and shall have no fiduciary or other duties to the Certificateholders, nor shall the Market Agent have any liability
to the Trust in the absence of the Market Agent’s bad faith or willful default. The Market Agent shall be permitted to sell
Underlying Securities to Affiliates of the Market Agent. The Market Agent may (in addition to declining to sell specific Underlying
Securities as provided in Section 10.02(b)) resign at any time by written notice to the Depositor and the Trustee, such resignation
to take effect upon appointment of a successor market agent. Except as provided in the first sentence of this Section 10.02(i),
each of the protections, releases, indemnities and other terms applicable to the Trustee under Section 7.01, 7.03, 7.04, 7.06,
7.11 and 7.12 shall apply to the Market Agent in connection with its actions as Market Agent for the Trust.


(j)Subject to Section 10.02(b) and
Section 10.02(e), the Trustee agrees that upon any failure of the Trust to make any payment when due under the Swap Agreement,
the Swap Counterparty shall have the right to take all action and to pursue all remedies with respect to such property that a secured
party is permitted to take with respect to collateral under the UCC, including the right to require the Trustee promptly to sell
all or any portion of the Underlying Securities in the open market or, if the Swap Counterparty elects, to sell the Underlying
Securities to the Swap Counterparty for its fair value as determined in good faith by the Swap Counterparty. In either case, the
proceeds of sale shall be applied to any amounts owed to the Swap Counterparty. The Trustee further agrees to take any actions
necessary to facilitate the perfection of the aforementioned security interest of the Swap Counterparty in the property of the
Trust as the Swap Counterparty may reasonably request.






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(k)No Certificateholder shall have
any liability as a seller of the Trust Property in connection with any sale of Trust Property by the Trustee or the Market Agent.


SECTION 10.03.Limitation on Notice
Requirement. The Trustee shall not be responsible for taking action with respect to a Trust Wind-Up Event or a Liquidation
Event unless and until (i) the Trustee fails to receive funds due on the Underlying Securities or under the Swap Agreement when
due and such funds are not received within any applicable grace period, (ii) receipt by the Trustee of notice from the Swap Counterparty
of the occurrence of a Swap Default or Termination Event, (iii) receipt of actual written notice of an Underlying Security Default
from the Underlying Securities Issuer or (iv) upon actual knowledge of any event that would constitute a Liquidation Event or a
Trust Wind-Up Event by a Responsible Officer of the Trustee; provided, however, that the Trustee is responsible for
making due inquiry as to whether a Liquidation Event or a Trust Wind-Up Event occurred if it has reason to believe that such a
Liquidation Event or Trust Wind-Up Event has occurred.


SECTION 10.04. Special Depositor Wind-Up
Event. If the Depositor (or, if applicable, its permitted assignee) owns 100% of the Certificates, then it shall have the power
to designate a distribution of the Trust Property to the Certificateholders and the termination of the Trust (a “Special
Depositor Wind-Up Event”) pursuant to this Article X.


ARTICLE XI


TERMINATION


 


SECTION 11.01.Termination upon
Liquidation of All Underlying Securities.  (a) The respective obligations and responsibilities under this Trust Agreement
of the Depositor and the Trustee (other than the obligations of the Trustee to make distributions to Holders of the Certificates
of any given Series as hereafter set forth and to provide information reports and information tax reporting) shall terminate upon
the distribution to such Holders of all amounts held in all the Accounts for such Series and required to be paid to such Holders
pursuant to this Trust Agreement on the Distribution Date coinciding with the final payment on or other liquidation (which may
include redemption or other purchase thereof by the applicable Underlying Securities Issuer) (or any Advance with respect thereto)
of the last Deposited Asset remaining in the Trust for such Series or the disposition of all property acquired upon liquidation
of any such Underlying Security; provided, however, that in no event shall any trust created hereby continue beyond
the earlier of (1) any date set forth in Section 12 of the applicable Supplement as the termination date for such trust or
(2) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date hereof.


(b)The Depositor shall provide the
Trustee, each Swap Counterparty and any Swap Guarantor with written notice of any of the events set forth in paragraph (a)
of this Section 11.01.


(c)Upon presentation and surrender
of the Certificates by the Certificateholders on the Final Scheduled Distribution Date, or the Distribution Date coinciding with
or next following the earlier to occur of the occurrences specified in paragraph (a) of this Section 11.01, with respect
to the applicable Series of Certificates, the Trustee shall distribute to each Holder presenting and surrendering its Certificates
(i) the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates
so presented and surrendered, or (ii) as specified in the applicable Supplement, if in connection with the Trustee’s sale
of all the remaining Underlying Securities.  Any funds not distributed on such Distribution Date shall be set aside and
held in trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner,
and shall be disposed of in accordance with this Section 11.01 and Section 4.01 hereof.  Immediately following
the deposit of funds in trust hereunder, the Trust for such Series shall terminate.  Subject to applicable escheat laws,
the Trustee shall pay to the Depositor any cash that remains unclaimed, together with interest, if any, thereon, held by the Trustee
on the date two years after such termination.


ARTICLE XII


MISCELLANEOUS PROVISIONS


 


SECTION 12.01.Amendment.  (a)
Unless otherwise specified in the applicable Supplement, this Trust Agreement may be amended from time to time by the Depositor,
the Trustee and the Securities Intermediary without notice to or consent of any of the Certificateholders, for any of the following
purposes:


(i)to cure any ambiguity;






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(ii)to correct or supplement any
provision herein that may be inconsistent with any other provision herein or in the Supplement;


(iii)to change the Trustee or the
Securities Intermediary for a Series subsequent to the Closing Date for such Series;


(iv)to provide for administration
of separate Trusts by more than one trustee;


(v)to provide for a successor Trustee
or successor Securities Intermediary with respect to Certificates of one or more Series;


(vi)to provide for the issuance of
a new Series pursuant to a Supplement issued hereunder pursuant to Sections 5.01 and 5.12 hereof;


(vii)to add or supplement any Credit
Support for the benefit of any Certificateholders (provided, however, that if any such addition affects any Series
or Class of Certificateholders differently than any other Series or Class of Certificateholders, then such addition will not, as
evidenced by an Opinion of Counsel, have a material adverse effect on the interests of any affected Series or Class of Certificateholders;
provided, further, that if required under the Credit Support, the Rating Agency Condition must be satisfied);


(viii)to add to the covenants, restrictions
or obligations of the Depositor, the Trustee, the Securities Intermediary or the Administrative Agent, if any, for the benefit
of the Certificateholders;


(ix)to comply with any requirements
imposed by the Code; or


(x)to add, change or eliminate any
other provisions with respect to matters or questions arising under this Trust Agreement.


Any amendment made pursuant to this paragraph (a)
is subject to the condition that such amendment shall satisfy the Rating Agency Condition with respect to such amendment and shall
not cause any Trust created hereunder to fail to qualify as a fixed investment trust (or “grantor trust”) for United
States federal income tax purposes.


(b)Without limiting the generality
of the foregoing, unless otherwise specified in the applicable Supplement, with respect to any Series, this Trust Agreement may
also be modified or amended from time to time by the Depositor, the Trustee and the Securities Intermediary with the consent of
the Holders of Certificates representing the Required Percentage--Amendment of the aggregate Voting Rights of those Certificates
that are adversely affected by such modification or amendment for the purpose of adding any provision to or changing in any manner
or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments
received on Underlying Securities which are required to be distributed on any Certificate without the consent of the Holders of
such Certificates, (ii) reduce the percentage of aggregate Voting Rights required to take any action specified in this Trust Agreement,
without the consent of the Holders of all Certificates of such Series or Class then Outstanding, or (iii) cause any Trust created
hereunder to fail to qualify as a fixed investment trust (or “grantor trust”) for United States federal income
tax purposes.


Notwithstanding any other provision of
this Trust Agreement, for purposes of the giving or withholding of consents pursuant to this Section 12.01, Certificates registered
in the name of the Depositor, the Trustee, the Securities Intermediary or any Affiliate of the Depositor, the Trustee or the Securities
Intermediary shall be entitled to Voting Rights with respect to matters affecting such Certificates.  Notwithstanding
any other provision of this Trust Agreement, this paragraph (b) shall not be amended without the unanimous consent of the
Holders of all such Certificates.


(c)Promptly after the execution of
any such amendment or modification, the Trustee shall furnish a copy of such amendment or modification to each Certificateholder
of the affected Series or Class and to the Rating Agency.  It shall not be necessary for the consent of Certificateholders
under this Section 12.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent
shall approve the substance






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thereof.  The
manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.


(d)The Trustee is hereby authorized
to join in the execution of any such amendment and to make any further appropriate agreements and stipulations which may be therein
contained, but the Trustee shall not be obligated to enter into any such amendment which affects the Trustee’s own rights,
duties, liabilities or indemnities under the Trust Agreement or otherwise, except to the extent required by law


(e)For the purposes of this Section
12.01, the Swap Agreement Schedule to any Supplement and any Swap Agreements entered into in connection with any related Trust
shall not be considered part of the Trust Agreement. Section 5.23 shall govern action taken under the Trust Agreement with respect
to any amendments to such Swap Agreements.


SECTION 12.02.Limitation on Rights
of Certificateholders.  (a) The death or incapacity of any Certificateholder shall not operate to terminate this
Trust Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or Proceeding in any court for a partition or winding up of the applicable Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


(b)No Certificateholder of a given
Series shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation
and management of any Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of
an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the
parties to this Trust Agreement other than pursuant to the provisions hereof.


(c)No Certificateholder of a given
Series shall have any right by virtue of any provision of this Trust Agreement to institute any Proceeding in equity or at law
upon or under or with respect to this Trust Agreement, unless:


(i)such Holder previously shall have
given to the Trustee a written notice of breach of this Trust Agreement and of the continuance thereof;


(ii)the Holders of Certificates of
such Series evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series shall have
made written request upon the Trustee to institute such Proceeding in its own name as Trustee hereunder;


(iii)such Certificateholder or Certificateholders
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby;


(iv)the Trustee, for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such Proceeding; and


(v)no direction inconsistent with
such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the
Required Percentage-Remedies of the aggregate Voting Rights of such Series.


It is understood and agreed that the
Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct
or defend any Proceeding hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such
Certificateholders have offered to the Trustee the reasonable indemnity referred to above.  It is further understood
and agreed, and expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series
and the Trustee, that no one or more Holders of Certificates of such Series shall have any right in any manner whatever by virtue
of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates
of such Series, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under
this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders
of such Series.  For the protection and enforcement of the provisions of this






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Section 12.02,
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


SECTION 12.03.Governing Law.  This
Trust Agreement (including, without limitation, the establishment and maintenance of Certificate Accounts and all interests, duties
and obligations of the parties hereunder or thereunder or with respect hereto or thereto) and each Certificate shall be construed
in accordance with and governed by the law of the State of New York.


SECTION
12.04.Jurisdiction and Venue. Each of the parties hereto irrevocably and unconditionally (i) agrees that any suit,
action or legal proceeding arising out of or relating to the Trust Agreement and each Certificate must be brought in any New York
State Court or Federal Court of the United States of America sitting in New York County; (ii) consents to the jurisdiction of
such court in any suit, action or proceeding; (iii) waives any objection which it may have to the laying of venue of any such
suit, action or proceeding in any of such courts; and (iv) agrees that service of any court paper may be effected on such party
by mail, as provided in this Indenture, or in such manner as may be provided under applicable laws or court rules in the State
of New York.





SECTION 12.05.Waiver of Trial
By Jury. EACH OF THE DEPOSITOR, SECURITIES INTERMEDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TRUST AGREEMENT,
THE CERTIFICATES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


SECTION 12.06.Damages. In
no event shall the Trustee be liable for (i) any of its acts or omissions that do not constitute its negligence or willful misconduct,
(ii) the acts or omissions of any Depository, (iii) any acts or omission taken at the direction of requisite Certificateholders
or (iii) any special, indirect, consequential or punitive damages (including lost profits), regardless of the form of action and
even if the same are foreseeable.


SECTION 12.07.Force Majeure.
The Trustee shall not be responsible or liable for any failure or delay in performing any act or fulfilling any of its duties,
obligations or responsibilities under the Trust Agreement arising out of or caused, directly or indirectly, by circumstances beyond
its reasonable control, including, without limitation, acts of God; earthquakes, fire; flood; wars; acts of terrorism; civil or
military disturbances; sabotage, epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software)
or communication services; accidents; labor disputes; acts of civil or military authority or governmental action, any act or provision
of any present or future law or regulation or governmental authority, or the unavailability of the Federal Reserve Bank wire or
telex or other wire or communication facility.


SECTION 12.08.Notices.  (a)
All directions, demands and notices hereunder shall be in writing and shall be delivered as set forth in the applicable Supplement.


(b)Any notice required to be provided
to a Holder shall be given by electronic transmission or first class mail, postage prepaid, at the last address of such Holder
as shown in the Certificate Register.  Any notice so mailed within the time prescribed in this Trust Agreement shall
be conclusively presumed to have been duly given when mailed, whether or not the Certificateholder receives such notice.


(c)Any and all notices to be given
to the Depositor shall be deemed to have been duly given if sent by electronic transmission or facsimile transmission to the Depositor
at c/o BofA Merrill Lynch, One Bryant Park, New York, New York 10036, Attention:  [Michael F. Connor], facsimile transmission
number [(212) 449-9054], telephone confirmation number [(212) 449-2401], email [       ].  The
Depositor may change this information by written notice to the Trustee and to the Securities Intermediary.


(d)Any and all notices to be given
to the Trustee shall be deemed to have been duly given if sent by electronic transmission or facsimile transmission to the Trustee
at The Bank of New York Mellon, 101 Barclay Street, 7W, New York, New York 10286, Attn: Corporate Dealing and Trading, referencing
the designation of the applicable Series, facsimile transmission number (212) 815-2850, telephone confirmation number (212)
815-2896, email [ ].  The Trustee may change this information by notice to the Depositor and to the Securities Intermediary.






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(e)Any and all notices to be given
to the Securities Intermediary shall be deemed to have been duly given if sent by electronic transmission or facsimile transmission
to the Securities Intermediary at The Bank of New York Mellon, 101 Barclay Street, 7W, New York, New York 10286, Attn: Corporate
Dealing and Trading, referencing the designation of the applicable Series, facsimile transmission number (212) 815-2380, telephone
confirmation number (212) 815-2896, email [ ].  The Securities Intermediary may change this information by notice
to the Depositor and to the Trustee.


(f)Any and all notices to be given
to the Swap Counterparty, if any, will be specified in the Supplement.


SECTION 12.09.Notice to Rating
Agencies.  (a) The Trustee shall use its best efforts promptly to provide notice to each Rating Agency with respect
to each of the following of which a Responsible Officer has actual knowledge:


(i)any change or amendment to this
Trust Agreement;


(ii)the resignation or termination
of the Trustee;


(iii)the final payment to Holders
of the Certificates of any Class;


(iv)any change in the location of
the Certificate Account;


(v)any event that would result in
the inability of the Trustee to make Advances; and


(vi)the occurrence of any Swap Default
or Termination Event.


(b)In addition, the Trustee shall promptly
furnish to each Rating Agency copies of each report to Certificateholders described in Section 4.03.


(c)Any such notice pursuant to this
Section 12.09 shall be in writing and shall be deemed to have been duly given if personally delivered, if delivered by electronic
transmission or mailed by first class mail, postage prepaid, or by express delivery service to each Rating Agency at the address
specified below or in the applicable Supplement.


(d)(i) Any and all notices to be given
to Moody’s shall be deemed to have been duly given if sent by electronic transmission or facsimile transmission to Moody’s
at Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, Attention:  CBO/CLO
Monitoring Department, facsimile transmission number (212) 553-0355, telephone confirmation number (212) 553-1494, email [        ].  Moody’s
may change this information by notice to the Depositor and the Trustee.


(ii)Any and all notices to be given
to S&P shall be deemed to have been duly given if sent by electronic transmission or facsimile transmission to Standard &
Poor’s Ratings Services, 55 Water Street, 40th Floor, New York, NY 10041, Attention:  Structured Finance Surveillance
Group, facsimile transmission number (212) 438-2664, telephone confirmation number (212) 438-2482, email [ ].  S&P
may change this information by notice to the Depositor and the Trustee.


(iii)Any and all notices to be given
to DCR shall be deemed to have been duly given in sent by electronic transmission or facsimile transmission to DCR at Duff &
Phelps Credit Rating Co., 55 E. Monroe Street, Suite 3500, Chicago, IL 60603-5701, Attention:  Karen O’Donnell,
facsimile transmission number (312) 368-3155, telephone confirmation number (312) 368- 3100, email [ ].  DCR may change
this information by notice to the Depositor and the Trustee.


(iv)Any and all notices to be given
to Fitch shall be deemed to have been duly given in sent by electronic transmission or facsimile transmission to Fitch at Fitch
Investors Service, L.P., One State Street Plaza, New York, NY 10004, telephone confirmation number (212) 908-0243, email [ ].  Fitch
may change this information by notice to the Depositor and the Trustee.






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SECTION 12.10.Severability of
Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Trust Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Trust Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Trust Agreement or of the Certificates or the rights of the Holders thereof.


SECTION 12.11.Nonpetition Covenant.  Notwithstanding
any prior termination of this Trust Agreement, each of the Trustee (including any Administrative Agent, Authenticating Agent and
Paying Agent) and the Depositor agrees that it shall not, until the date which is one year and one day after the termination of
a Series, acquiesce, petition or otherwise invoke or cause a Trust to invoke the process of the United States, any State or other
political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government for the purpose of commencing or sustaining a case by or against the Trust under a Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of such Trust or all or any part of the property or assets of such Trust or ordering the winding up or liquidation
of the affairs of such Trust.


SECTION 12.12.No Recourse.  None
of the Trustee (including any Administrative Agent, Authenticating Agent or Paying Agent), the Securities Intermediary, the Swap
Counterparty, the Swap Guarantor or the Depositor shall have any recourse to the Underlying Securities, except as specifically
provided in the related Supplement.


SECTION 12.13.Article and Section
References.  All Article and Section references used in these Standard Terms, unless otherwise provided, are to Articles
and Sections in these Standard Terms.


SECTION 12.14.Counterparts.  These
Standard Terms may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.


SECTION 12.15.Trust Indenture
Act.  (a) This Trust Agreement is subject to the provisions of the TIA and shall, to the extent applicable, be governed
by such provisions.  The Trustee agrees to take all actions within its control to prevent these Standard Terms, as supplemented
by any Supplements, from failing to qualify under the TIA.


(b)If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to be included in this Agreement by any of the provisions
of the TIA, such required provision shall control.


(c)The provisions of the TIA
Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Agreement) are a part of and govern this Agreement, whether or not physically contained herein.


(d)Except as expressly provided
in this Agreement, all provisions specifically referencing the TIA shall be inapplicable until such time as this Agreement is qualified
under the TIA.


SECTION 12.16.Perfection of Swap
Counterparty Security Interest. At the request and expense of the Swap Counterparty, the Trustee will assist the Swap Counterparty
in the perfection of the security interest in the Trust Property described in Section 3.12 and granted by the Trust to the Swap
Counterparty under the Swap Agreement.



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IN WITNESS WHEREOF, the Depositor, the
Trustee and the Securities Intermediary have caused these Standard Terms to be duly executed by their respective officers thereunto
duly authorized, in each case as of the day and year first above written.


 


 


 


	 	MERRILL LYNCH DEPOSITOR, INC., as Depositor
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	  	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	  	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	  	 	 
	  	THE BANK OF NEW YORK MELLON, as Securities 

       Intermediary
	  	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	 



    	 



    

EXHIBIT A


 


Applicable Servicing Criteria Under Item 1122(d)
of Regulation AB


 


	Regulation AB Reference	Servicing Criteria
	 	
         

        General Servicing Considerations

	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
	 	
         

        Cash Collection and Administration

	1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of the Securities Exchange Act.
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	 	
         

        Investor Remittances and Reporting

	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the indenture trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the related servicer.
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	 	
         

        Pool Asset Administration

	1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
	1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.