Common use of Optional Call Clause in Contracts

Optional Call. (a) If applicable with respect to a Series of Certificates, concurrently with the execution of the related Series Supplement, the Depositor shall execute a Warrant Agent Agreement dated as of the related Issue Date, substantially in the form attached as an exhibit to the related Series Supplement, which will provide the related Warrant Holder with a right to call the related Underlying Securities. (b) Unless otherwise specified in the related Series Supplement, if the Trustee receives notice of a tender offer for some or all of the related Underlying Securities, the Trustee shall, within one Business Day, notify the Warrant Agent and forward to the Warrant Agent copies of all materials received by the Trustee in connection therewith. Upon the commencement of a tender offer from the Underlying Securities Issuer or an affiliate thereof and if the Trustee receives a Call Notice from any Warrant Holder no later than five Business Days prior to the expiration of the tender offer acceptance period that such Warrant Holder desires to exercise all or a portion of its Call Warrants in connection with the consummation of any such tender offer, then the Trustee shall tender, in compliance with the tender offer requirements, an amount of Underlying Securities equal to the amount of Underlying Securities that would be distributable to the Warrant Holder in connection with the exercise of such Call Warrants. (c) If the Trustee receives notice of a redemption by the Underlying Securities Issuer or an Affiliate thereof for some or all of the Underlying Securities, the Trustee shall, within one Business Day, notify the Warrant Agent, if any, and forward to any such Warrant Agent copies of all materials received by the Trustee in connection therewith. Any Warrant Holder that desires to call Underlying Securities in connection with a redemption by the Underlying Securities Issuer shall send a Call Notice to the Trustee no later than five Business Days prior to the date such Underlying Securities are to be redeemed. (d) Proceeds received by the Trustee in connection with any exercise of Call Warrants will be allocated to the related Certificateholders in the manner set forth in the related Series Supplement. (e) A Plan fiduciary, whether or not a Certificateholder at such time, may request in writing that the Trustee provide such Plan fiduciary with such information as shall be necessary for it to determine whether any of the related Call Warrant Holders is (i) a "party in interest" (within the meaning of ERISA, Section 3(14)); or (ii) a "disqualified person" within the meaning of Internal Revenue Code ("Code") Section 4975(e)(2) with respect to any employee benefit plan or Plan identified to the Trustee by such Plan fiduciary at the time such request is made in order for the Plan fiduciary to determine whether an investment in the Certificates by such Plan is or would be permissible under ERISA or the Code. Any such written request of a Plan fiduciary shall be accompanied by a certification of the Plan fiduciary, opinion of counsel experienced in such issues, and such other documentation as the Trustee may require, in order to establish that such disclosure is necessary for the Plan fiduciary to determine compliance with ERISA and the Code, as well as a confidentiality agreement, whereby the Plan fiduciary agrees not to disclose the identity of any Call Warrant Holders except to any legal or other experts as necessary to make such determination.