Common use of Conveyance of the Underlying Certificate Clause in Contracts

Conveyance of the Underlying Certificate. (a) The Company, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Trustee, in trust, for the use and benefit of the Certificateholders, without recourse, all the right, title and interest of the Company in and to the Underlying Certificate and all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable to and all rights of the Underlying Certificateholder pursuant to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver to, and deposit with, the Trustee the Underlying Certificate, together with a duly issued and authenticated certificate or certificates for the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificate is a Book-Entry Certificate, delivery of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee the Underlying Certificate in accordance with the rules of the Depository and applicable provisions of the Uniform Commercial Code as in force in the relevant jurisdiction from time to time. The Trustee hereby acknowledges the receipt by it of the Underlying Certificate and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.

Conveyance of the Underlying Certificate. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assignconvey, set-over sell and otherwise convey assign to the Trustee, in trust, for the use and benefit on behalf of the CertificateholdersHolders of the Certificates, without recourse, all the right, title and interest of the Company Depositor in and to the Underlying Certificate with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer the Underlying Certificate to the Trustee, including all distributions thereon payable after the Underlying Remittance Date in October 1999, and agrees to transfer to the Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts payable thereon after the Underlying Remittance Date in October 1999 and all proceeds of the foregoing. The transfer of the Underlying Certificate and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. Such assignment includesExcept to the extent required to have the Underlying Certificate reregistered in its own name or a nominee name, without limitationthe Trustee shall have the beneficial ownership interest in the Underlying Certificate to be registered with the Depository in the name of The Bank of New York, as the Securities Intermediary for the account of the Trustee and shall not assign, sell, dispose of or transfer any interest in the Underlying Certificate or any other asset constituting the Trust Fund or permit the Underlying Certificate 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 amounts payable documents required for the transfer to the Trustee of the beneficial ownership interest in the Underlying Certificate and all rights the Trustee is hereby authorized and directed to execute such documents. It is intended that the conveyance of the Underlying Certificateholder pursuant Certificate by the Depositor to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver toTrustee as provided in this Section 2.01 be, and deposit withbe construed as, a sale of the Underlying Certificate 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 Underlying Certificate, together with a duly issued and authenticated certificate or certificates for Certificate by the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate Depositor to the TrusteeTrustee to secure a debt or other obligation of the Depositor. Notwithstanding However, in the foregoing, to the extent event that the Underlying Certificate is held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a Book-Entry security interest in the Underlying Certificate, delivery then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Underlying Certificate will be satisfied if New York Uniform Commercial Code and the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee the Underlying Certificate in accordance with the rules of the Depository and applicable provisions corresponding articles of the Uniform Commercial Code as of any other applicable jurisdiction; (b) the conveyance provided for in force this Section shall be deemed to be a grant by the Depositor to the Trustee for the benefit of the Certificateholders of a security interest in all of the relevant jurisdiction from time Depositor's right, title and interest, whether now owned or hereafter acquired, in and to time. The Trustee hereby acknowledges (A) the receipt by it Underlying Certificate, (B) all amounts payable to the holder of the Underlying Certificate after the Underlying Remittance Date in October 1999 in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the registration of the beneficial ownership interest in the Underlying Certificate with the Depository in the name of The Bank of New York as the Securities Intermediary for the account of the Trustee and the possession by the Trustee or its agent of such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and instruments referenced the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. 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 Underlying Certificate and other assets constituting the Trust Fund described above, and declares that it holds such security interest would be deemed to be a perfected security interest of first priority under applicable law and will hold be maintained as such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in throughout the Trust Fund, in trust for term of the exclusive use and benefit of all present and future CertificateholdersAgreement.

Conveyance of the Underlying Certificate. (a) The CompanyDepositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assignconvey, set-over sell and otherwise convey assign to the Trustee, in trust, for the use and benefit on behalf of the CertificateholdersHolders of the Certificates, without recourse, all the right, title and interest of the Company Depositor in and to the Underlying Certificate with appropriate endorsements and other documentation sufficient under the Underlying Agreement to transfer the Underlying Certificate to the Trustee, including all distributions thereon payable after the Underlying Remittance Date in November 2001, and agrees to transfer to the Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts payable thereon after the Underlying Remittance Date in November 2001 and all proceeds of the foregoing. The transfer of the Underlying Certificate and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. Such assignment includesExcept to the extent required to have the Underlying Certificate reregistered in its own name or a nominee name, without limitationthe Trustee shall have the beneficial ownership interest in the Underlying Certificate to be registered with the Depository in the name of State Street Bank and Trust Company, as the Securities Intermediary for the account of the Trustee and shall not assign, sell, dispose of or transfer any interest in the Underlying Certificate or any other asset constituting the Trust Fund or permit the Underlying Certificate 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 amounts payable documents required for the transfer to the Trustee of the beneficial ownership interest in the Underlying Certificate and all rights the Trustee is hereby authorized and directed to execute such documents. It is intended that the conveyance of the Underlying Certificateholder pursuant Certificate by the Depositor to the Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company will deliver toTrustee as provided in this Section 2.01 be, and deposit withbe construed as, a sale of the Underlying Certificate 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 Underlying Certificate, together with a duly issued and authenticated certificate or certificates for Certificate by the Underlying Certificate, evidencing the entire interest in such Underlying Certificate, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificate Depositor to the TrusteeTrustee to secure a debt or other obligation of the Depositor. Notwithstanding However, in the foregoing, to the extent event that the Underlying Certificate is held to be the property of the Depositor, or if for any reason this Trust Agreement is held or deemed to create a Book-Entry security interest in the Underlying Certificate, delivery then it is intended that (a) this Trust 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; (b) the conveyance provided for in this Section shall be deemed to be a grant by the Depositor to the Trustee for the benefit of the Certificateholders of a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (A) the Underlying Certificate, (B) all amounts payable to the holder of the Underlying Certificate will be satisfied if the Company meets the requirements of the Depository to sell, transfer, assign, set-over and otherwise convey to the Trustee after the Underlying Certificate Remittance Date in November 2001 in accordance with the rules terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the registration of the beneficial ownership interest in the Underlying Certificate with the Depository in the name of State Street Bank and Trust Company as the Securities Intermediary for the account of the Trustee and the possession by the Trustee or its agent of such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party" or possession by a purchaser or a Person designated by such secured party, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code as in effect in the State of New York and the Commonwealth of Massachusetts and the Uniform Commercial Code of any other applicable provisions jurisdiction (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in force effect in the relevant jurisdiction from time State of New York and any other applicable jurisdiction, to timethe extent that any of such laws may be applicable. The Trustee hereby acknowledges Depositor and the receipt by it of Trustee, at the Depositor's direction and expense, shall, to the extent consistent with this Trust Agreement, take such actions as may be necessary to ensure that, if this Trust Agreement were deemed to create a security interest in the Underlying Certificate and other assets constituting the other documents and instruments referenced Trust Fund described above, and declares that it holds such security interest would be deemed to be a perfected security interest of first priority under applicable law and will hold be maintained as such Underlying Certificate, and such other documents and instruments, and all other assets and documents included in throughout the Trust Fund, in trust for term of the exclusive use and benefit of all present and future CertificateholdersAgreement.