Common use of Conveyance of the Deposited Underlying Certificates Clause in Contracts

Conveyance of the Deposited Underlying Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Trustee, on behalf of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Deposited Underlying Certificates with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer each such Deposited Underlying Certificate to the Trustee, including all distributions thereon due after October 25, 2004, and all proceeds of the foregoing. The Depositor agrees to transfer to the Trustee (by wire transfer of immediately available funds), any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 on the same day that the Depositor receives such funds. The Underlying Certificate Seller agrees to transfer to the Trustee any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 by 12:00 noon, New York time, on the first Distribution Date by wire transfer of immediately available funds according to the following instructions: ABA: 021-000-018, GLA: 11565, FFC: 353500, Xxx: XXALT, Inc. Alternative Loan Trust Resecuritization 2004-31T1R. In the event that the Trustee does not receive any such amounts by 12:00 noon, New York time, on the first Distribution Date, the Trustee shall make the distribution to the Certificateholders pursuant to Section 3.02 hereof on the next succeeding Business Day following its receipt of such amounts. In addition, the Underlying Certificate Seller hereby agrees that, on the first Distribution Date, if it has not received any distributions in respect of the Deposited Underlying Certificates by 11:00 am, New York time, on such date it will give notice to a Responsible Officer of the Trustee. The transfer of the Deposited Underlying Certificates and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. The Underlying Certificate Seller hereby confirms that it has caused the beneficial ownership interest in the Deposited Underlying Certificates to be registered with a Depository Participant or an indirect participant in the Depository in the name of the Securities Intermediary for the benefit of the Trustee on behalf of the Certificateholders. The Securities Intermediary hereby confirms to the Trustee that (i) the Deposited Underlying Certificates have been confirmed by the Depository to have been delivered to the Trustee (on behalf of the Certificateholders), subject to no other interests, and held with the Securities Intermediary, as a Depository Participant, in book-entry form, and (ii) the Securities Intermediary is holding such Deposited Underlying Certificate for the account of the Trustee, on behalf of the Certificateholders. The Trustee hereby acknowledges the receipt by it and the Securities Intermediary of the Deposited Underlying Certificates and the other documents and instruments referenced above, in good faith and without actual notice of any adverse claim, and declares that it holds and will hold the Deposited Underlying Certificates and the other documents and instruments, and that it holds and will continuously hold all other assets in the Trust Fund, in each case, in the State of New York, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee shall not permit the Deposited Underlying Certificates or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the Deposited Underlying Certificates. It is intended that the conveyance of the Deposited Underlying Certificates by the Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Deposited Underlying Certificates by the Depositor to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Deposited Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Deposited Underlying Certificates are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Deposited Underlying Certificates, then it is intended that this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; and the Depositor hereby grants to the Trustee for the benefit of the Certificateholders a security interest in all of the Depositor's right, title and interest, whether now owned or existing or hereafter acquired or arising, in and to the Trust Fund. The Depositor and the Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Deposited Underlying Certificates and other assets constituting the Trust Fund described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.

Conveyance of the Deposited Underlying Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Trustee, on behalf of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Deposited Underlying Certificates with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer each such Deposited Underlying Certificate Certificate, free and clean of any lien, pledge, charge or encumbrance of any kind to the Trustee, including all distributions thereon due after October 25, 20042006, and all proceeds of the foregoing. The Each of the Underlying Certificate Seller and the Depositor severally agrees to transfer to the Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 on the same day that the Depositor receives such funds. The Underlying Certificate Seller agrees to transfer to the Trustee any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 by 12:00 noon, New York time, on the first Distribution Date by wire transfer of immediately available funds according to the following instructions: ABA: 021-000-018, GLA: 11565, FFC: 353500, Xxx: XXALT, Inc. Alternative Loan Trust Resecuritization 2004-31T1R. In the event that the Trustee does not receive any such amounts by 12:00 noon, New York time, on the first Distribution Date, the Trustee shall make the distribution to the Certificateholders pursuant to Section 3.02 hereof on the next succeeding Business Day following its receipt of such amounts. In addition, the Underlying Certificate Seller hereby agrees that, on the first Distribution Date, if it has not received any distributions in respect of the Deposited Underlying Certificates by 11:00 am, New York time, on such date it will give notice to a Responsible Officer of the Trustee2006. The transfer of the Deposited Underlying Certificates and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. The Underlying Certificate Seller hereby confirms that it has caused the beneficial ownership interest in the Deposited Underlying Certificates to be registered with a Depository Participant or an indirect participant in the Depository in the name of the Securities Intermediary for the benefit of the Trustee on behalf of the Certificateholders. The Securities Intermediary hereby confirms to the Trustee that (i) the Deposited Underlying Certificates have been confirmed by the Depository to have been delivered to the Trustee (on behalf of the Certificateholders), subject to no other interests, and held with the Securities Intermediary, as a Depository Participant, in book-entry form, and (ii) the Securities Intermediary is holding such Deposited Underlying Certificate for the account of the Trustee, on behalf of the Certificateholders. The Trustee hereby acknowledges the receipt by it and the Securities Intermediary of the Deposited Underlying Certificates and the other documents and instruments referenced above, in good faith and without actual notice of any adverse claim, and declares that it holds and will hold the Deposited Underlying Certificates and the other documents and instruments, and that it holds and will continuously hold all other assets in the Trust Fund, in each case, in the State of New YorkYork (provided, however, that if the Deposited Underlying Certificates ever become definitive certificates, the Trustee will hold them in Nashville, Tennessee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee shall not permit the Deposited Underlying Certificates or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the Deposited Underlying Certificates. It is intended that the conveyance of the Deposited Underlying Certificates by the Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Deposited Underlying Certificates by the Depositor to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Deposited Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Deposited Underlying Certificates are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Deposited Underlying Certificates, then it is intended that this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; and the Depositor hereby grants to the Trustee for the benefit of the Certificateholders a security interest in all of the Depositor's right, title and interest, whether now owned or existing or hereafter acquired or arising, in and to the Trust Fund. The Depositor and the Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Deposited Underlying Certificates and other assets constituting the Trust Fund described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.the

Conveyance of the Deposited Underlying Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Trustee, on behalf of the Holders of the CertificatesCertificates and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust), without recourse, all the right, title and interest of the Depositor in and to the Deposited Underlying Certificates with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer each such Deposited Underlying Certificate to the Trustee, including all distributions thereon due after October 25, 20042006, and all proceeds of the foregoing. The Each of the Underlying Certificate Seller and the Depositor severally agrees to transfer to the Trustee (by wire transfer of immediately available funds), any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 2006 on the same day that the Depositor it receives such funds. The Underlying Certificate Seller agrees to transfer to the Trustee any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 by 12:00 noon, New York time, on the first Distribution Date by wire transfer of immediately available funds according to the following instructions: ABA: 021-000-018, GLA: 11565, FFC: 353500, Xxx: XXALT, Inc. Alternative Loan Trust Resecuritization 2004-31T1R. In the event that the Trustee does not receive any such amounts by 12:00 noon, New York time, on the first Distribution Date, the Trustee shall make the distribution to the Certificateholders pursuant to Section 3.02 hereof on the next succeeding Business Day following its receipt of such amounts. In addition, the Underlying Certificate Seller hereby agrees that, on the first Distribution Date, if it has not received any distributions in respect of the Deposited Underlying Certificates by 11:00 am, New York time, on such date it will give notice to a Responsible Officer of the Trustee. The transfer of the Deposited Underlying Certificates and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. The Underlying Certificate Seller hereby confirms that it has caused the beneficial ownership interest in the Deposited Underlying Certificates to be registered with a Depository Participant or an indirect participant in the Depository in the name of the Securities Intermediary for the benefit of the Trustee on behalf of the CertificateholdersCertificateholders and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust). The Securities Intermediary hereby confirms to the Trustee that (i) the Deposited Underlying Certificates have been confirmed by the Depository to have been delivered to the Trustee (on behalf of the CertificateholdersCertificateholders and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust)), subject to no other interests, and held with the Securities Intermediary, as a Depository Participant, in book-entry form, and (ii) the Securities Intermediary is holding such Deposited Underlying Certificate for the account of the Trustee, on behalf of the CertificateholdersCertificateholders and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust). The Trustee hereby acknowledges the receipt by it and the Securities Intermediary of the Deposited Underlying Certificates and the other documents and instruments referenced above, in good faith and without actual notice of any adverse claim, and declares that it holds and will hold the Deposited Underlying Certificates and the other documents and instruments, and that it holds and will continuously hold all other assets in the Trust Fund, in each case, in the State of New York, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust). The Trustee shall not permit the Deposited Underlying Certificates or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the Deposited Underlying Certificates. It is intended that the conveyance of the Deposited Underlying Certificates by the Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Deposited Underlying Certificates by the Depositor to the Trustee for the benefit of the CertificateholdersCertificateholders and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust). It is, further, not intended that such conveyance be deemed a pledge of the Deposited Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Deposited Underlying Certificates are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Deposited Underlying Certificates, then it is intended that this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; and the Depositor hereby grants to the Trustee for the benefit of the Certificateholders and the Underwriter (as holder of the beneficial interests in the Yield Supplement Trust) a security interest in all of the Depositor's right, title and interest, whether now owned or existing or hereafter acquired or arising, in and to the Trust Fund. The Depositor and the Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Deposited Underlying Certificates and other assets constituting the Trust Fund described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.

Conveyance of the Deposited Underlying Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Trustee, on behalf of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Deposited Underlying Certificates with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer each such Deposited Underlying Certificate Certificate, free and clean of any lien, pledge, charge or encumbrance of any kind to the Trustee, including all distributions thereon due after October July 25, 20042007, and all proceeds of the foregoing. The Each of the Underlying Certificate Seller and the Depositor severally agrees to transfer to the Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October July 25, 2004 on the same day that the Depositor receives such funds. The Underlying Certificate Seller agrees to transfer to the Trustee any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 by 12:00 noon, New York time, on the first Distribution Date by wire transfer of immediately available funds according to the following instructions: ABA: 021-000-018, GLA: 11565, FFC: 353500, Xxx: XXALT, Inc. Alternative Loan Trust Resecuritization 2004-31T1R. In the event that the Trustee does not receive any such amounts by 12:00 noon, New York time, on the first Distribution Date, the Trustee shall make the distribution to the Certificateholders pursuant to Section 3.02 hereof on the next succeeding Business Day following its receipt of such amounts. In addition, the Underlying Certificate Seller hereby agrees that, on the first Distribution Date, if it has not received any distributions in respect of the Deposited Underlying Certificates by 11:00 am, New York time, on such date it will give notice to a Responsible Officer of the Trustee2007. The transfer of the Deposited Underlying Certificates and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. The Underlying Certificate Seller hereby confirms that it has caused the beneficial ownership interest in the Deposited Underlying Certificates to be registered with a Depository Participant or an indirect participant in the Depository in the name of the Securities Intermediary for the benefit of the Trustee on behalf of the Certificateholders. The Securities Intermediary hereby confirms to the Trustee that (i) the Deposited Underlying Certificates have been confirmed by the Depository to have been delivered to the Trustee (on behalf of the Certificateholders), subject to no other interests, and held with the Securities Intermediary, as a Depository Participant, in book-entry form, and (ii) the Securities Intermediary is holding such Deposited Underlying Certificate for the account of the Trustee, on behalf of the Certificateholders. The Trustee hereby acknowledges the receipt by it and the Securities Intermediary of the Deposited Underlying Certificates and the other documents and instruments referenced above, in good faith and without actual notice of any adverse claim, and declares that it holds and will hold the Deposited Underlying Certificates and the other documents and instruments, and that it holds and will continuously hold all other assets in the Trust Fund, in each case, in the State of New YorkYork (provided, however, that if the Deposited Underlying Certificates ever become definitive certificates, the Trustee will hold them in Nashville, Tennessee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee shall not permit the Deposited Underlying Certificates or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the Deposited Underlying Certificates. It is intended that the conveyance of the Deposited Underlying Certificates by the Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Deposited Underlying Certificates by the Depositor to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Deposited Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Deposited Underlying Certificates are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Deposited Underlying Certificates, then it is intended that this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; and the Depositor hereby grants to the Trustee for the benefit of the Certificateholders a security interest in all of the Depositor's right, title and interest, whether now owned or existing or hereafter acquired or arising, in and to the Trust Fund. The Depositor and the Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Deposited Underlying Certificates and other assets constituting the Trust Fund described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.the

Conveyance of the Deposited Underlying Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Trustee, on behalf of the Holders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to the Deposited Underlying Certificates with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer each such Deposited Underlying Certificate to the Trustee, including all distributions thereon due after October 25, 20042006, and all proceeds of the foregoing. The Underlying Certificate Seller, concurrently with the execution and delivery hereof, does hereby transfer, convey, sell and assign to the Yield Supplement Trustee, on behalf of the Yield Supplement Trust, without recourse, all the right, title and interest of the Underlying Certificate Seller in and to the Underlying Yield Supplement Amounts, including all distributions with respect to the Underlying Yield Supplement Amounts due after October 25, 2006, and all proceeds of the foregoing. Each of the Underlying Certificate Seller and the Depositor severally agrees to transfer to the Trustee (by wire transfer of immediately available funds), any amounts it receives in respect of the Deposited Underlying Certificates and the Underlying Yield Supplement Amounts due thereon after October 25, 2004 2006 on the same day that the Depositor it receives such funds. The Underlying Certificate Seller agrees to transfer to the Trustee any amounts it receives in respect of the Deposited Underlying Certificates due thereon after October 25, 2004 by 12:00 noon, New York time, on the first Distribution Date by wire transfer of immediately available funds according to the following instructions: ABA: 021-000-018, GLA: 11565, FFC: 353500, Xxx: XXALT, Inc. Alternative Loan Trust Resecuritization 2004-31T1R. In the event that the Trustee does not receive any such amounts by 12:00 noon, New York time, on the first Distribution Date, the Trustee shall make the distribution to the Certificateholders pursuant to Section 3.02 hereof on the next succeeding Business Day following its receipt of such amounts. In addition, the Underlying Certificate Seller hereby agrees that, on the first Distribution Date, if it has not received any distributions in respect of the Deposited Underlying Certificates by 11:00 am, New York time, on such date it will give notice to a Responsible Officer of the Trustee. The transfer of the Deposited Underlying Certificates and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. The Underlying Certificate Seller hereby confirms that it has caused the beneficial ownership interest in the Deposited Underlying Certificates to be registered with a Depository Participant or an indirect participant in the Depository in the name of the Securities Intermediary for the benefit of the Trustee on behalf of the Certificateholders. The Securities Intermediary hereby confirms to the Trustee that (i) the Deposited Underlying Certificates have been confirmed by the Depository to have been delivered to the Trustee (on behalf of the Certificateholders), subject to no other interests, and held with the Securities Intermediary, as a Depository Participant, in book-entry form, and (ii) the Securities Intermediary is holding such Deposited Underlying Certificate for the account of the Trustee, on behalf of the Certificateholders. The Trustee hereby acknowledges the receipt by it and the Securities Intermediary of the Deposited Underlying Certificates and the other documents and instruments referenced above, in good faith and without actual notice of any adverse claim, and declares that it holds and will hold the Deposited Underlying Certificates and the other documents and instruments, and that it holds and will continuously hold all other assets in the Trust Fund, in each case, in the State of New York, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee shall not permit the Deposited Underlying Certificates or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the Deposited Underlying Certificates. It is intended that the conveyance of the Deposited Underlying Certificates by the Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Deposited Underlying Certificates by the Depositor to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Deposited Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Deposited Underlying Certificates are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Deposited Underlying Certificates, then it is intended that this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; and the Depositor hereby grants to the Trustee for the benefit of the Certificateholders a security interest in all of the Depositor's right, title and interest, whether now owned or existing or hereafter acquired or arising, in and to the Trust Fund. The Depositor and the Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Deposited Underlying Certificates and other assets constituting the Trust Fund described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.