Common use of Conveyance of the Underlying Certificates Original Issuance of Certificates Clause in Contracts

Conveyance of the Underlying Certificates Original Issuance of Certificates. Section 2.01. Conveyance of the Underlying Certificates and the Uncertificated REMIC I Regular Interests. (a) The Depositor, 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 Depositor in and to (i) the Underlying Certificates, including all amounts payable on the Underlying Certificates in accordance with the terms thereof on or after the Closing Date, (ii) the Sale Agreement and (iii) all its right, title and interest, if any, in all other assets constituting the Trust Fund. (b) In connection with such transfer and assignment, and concurrently with its execution and delivery of this Agreement, the Depositor shall have caused the Underlying Certificates to be registered in the name of the Trustee for the benefit of the Certificateholders. (c) It is intended that the conveyance by the Depositor to the Trustee of the Underlying Certificates as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Underlying Certificates. Further, it is not intended that such conveyance be deemed to be a grant of a security interest in the Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Certificates are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying Certificates, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code; (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (1) the Underlying Certificates, all amounts payable on the Underlying Certificates in accordance with the terms thereof on or after the Closing Date, (3) the Sale Agreement, (4) all its right, title and interest, if any, in all other assets constituting the Trust Fund,(5) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (6) all proceeds of the foregoing.The provisions of this Agreement shall be construed so as to further such intent. The Depositor and the Trustee, at the Depositor's or the Majority Certificateholders' direction, 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 Certificates and the other property described above, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (i) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Uncertificated REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of REMIC II Regular Interests and Component II of the Class R Certificates. The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and such other assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and Component II of the Class R Certificates. (ii) It is intended that the conveyance by the Depositor to the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II. Further, it is not intended that such conveyance be deemed to be a grant of a security interest in the Uncertificated REMIC I Regular Interests and the other assets of REMIC II by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Uncertificated REMIC I Regular Interests and the other assets of REMIC II are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Uncertificated REMIC I Regular Interests and the other assets of REMIC II, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code; (b) the conveyance provided for in Section 2.01(d)(1) shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Uncertificated REMIC I Regular Interests and the other assets of REMIC II, including without limitation all rights represented thereby in and to the Underlying Certificates and the proceeds thereof, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (iii) all proceeds thereof.

Conveyance of the Underlying Certificates Original Issuance of Certificates. Section 2.01. Conveyance of the Underlying Certificates and the Uncertificated REMIC I Regular InterestsCertificates. (a) The Depositor, 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 Depositor in and to (i) the Underlying Certificates, including all amounts payable on the Underlying Certificates in accordance with the terms thereof on or after the Closing Date, (ii) the Sale Agreement and (iii) all its right, title and interest, if any, in all other assets constituting the Trust Fund. (b) In connection with such transfer and assignment, and concurrently with its execution and delivery of this Agreement, the Depositor shall have caused the Underlying Certificates to be registered in the name of the Trustee for the benefit of the Certificateholders. (c) It is intended that the conveyance by the Depositor to the Trustee of the Underlying Certificates as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Underlying Certificates. Further, it is not intended that such conveyance be deemed to be a grant of a security interest in the Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Certificates are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying Certificates, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code; (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (1) the Underlying Certificates, including all amounts payable on the Underlying Certificates in accordance with the terms thereof on or after the Closing Date, (3) the Sale Agreement, (4) all its right, title and interest, if any, in all other assets constituting the Trust Fund,(5Fund, (5) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (6) all proceeds of the foregoing.. The provisions of this Agreement shall be construed so as to further such intent. The Depositor and the Trustee, at the Depositor's or the Majority Certificateholders' direction, 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 Certificates and the other property described above, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. (i) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Uncertificated REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of REMIC II Regular Interests and Component II of the Class R Certificates. The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and such other assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and Component II of the Class R Certificates. (ii) It is intended that the conveyance by the Depositor to the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II. Further, it is not intended that such conveyance be deemed to be a grant of a security interest in the Uncertificated REMIC I Regular Interests and the other assets of REMIC II by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Uncertificated REMIC I Regular Interests and the other assets of REMIC II are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Uncertificated REMIC I Regular Interests and the other assets of REMIC II, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code; (b) the conveyance provided for in Section 2.01(d)(1) shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Uncertificated REMIC I Regular Interests and the other assets of REMIC II, including without limitation all rights represented thereby in and to the Underlying Certificates and the proceeds thereof, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (iii) all proceeds thereof.

Conveyance of the Underlying Certificates Original Issuance of Certificates. Section 2.01. SECTION 2.1 Conveyance of the Underlying Certificates and the Uncertificated REMIC I Regular Interests.Certificates. ----------------------------------------- (a) The Depositor, 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 Depositor in and to the following to be collectively known herein as the Trust Fund: (i) the The Underlying Certificates, including and all amounts payable distributions and payments thereon and proceeds of the conversion, voluntary and involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Underlying Certificates in accordance with the terms thereof on or after the Closing Cut-off Date, ; (ii) all funds, whether in the Sale Agreement form of cash, instruments, securities or other property, on deposit or held by the Trustee from time to time in the Reserve Account and the Certificate Account; and (iii) all its right, title and interest, if any, in all other assets constituting proceeds of the Trust Fundforegoing. (b) In connection with such transfer and assignment, the Depositor does hereby deliver or cause to be delivered to, and concurrently with deposit or cause to be deposited with, the Trustee each of the following documents or instruments relating to each Underlying Certificate: (i) if the registered owner of such Underlying Certificate is the Depository, written evidence of the transfer of the Ownership Interest in such Underlying Certificate on the books and records of the Depository, any Depository Participant or any "securities intermediary" (as defined in Article 8 of the NY UCC) to the account of the Trustee or its execution nominee (which nominee shall not be the Depositor or any affiliate of the Depositor); otherwise, a duly issued and delivery of this authenticated Underlying Certificate endorsed to [Trustee], as trustee under the Trust Agreement, dated [__________, 2001], for the Depositor EQCC Asset Backed Certificates, Series [2001-1] together with such documents as shall have caused be necessary to cause registration of transfer of such certificate to be made and to obtain a duly issued and authenticated Underlying Certificate in such name; (ii) a copy of the Pooling and Servicing Agreement; and (iii) copies of the most recent Distribution Date Statements delivered to the related Underlying Certificate Owner with respect to each Underlying Certificate. (c) The Trustee hereby acknowledges the receipt by it of the Underlying Certificates and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificates and such other documents and instruments, and that it holds and will hold all other assets and documents included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The transfer of the Underlying Certificates and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. Except as provided in Sections 2.3 and 6.1 hereof, the Trustee shall ------------ --- not assign, sell, dispose of or transfer any interest in the Underlying Certificates or any other asset constituting the Trust Fund or permit the 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. Promptly after the Closing Date, with respect to each Underlying Certificate the registered owner of which is not the Depository, the Trustee shall cause registration of transfer of such Underlying Certificate to be made and shall obtain, in exchange for the documents and instruments specified in Section 2.1(b)(i), a duly issued and authenticated Underlying Certificate ----------------- registered in the name specified in Section 2.1 in respect of such Underlying ----------- Certificate. (d) It is intended that the conveyance of the Underlying Certificates by the Depositor to the Trustee as provided in this Section be, and be construed as, an absolute sale of the Underlying Certificates by the Depositor to the Trustee for the benefit of the Certificateholders. (c) It is intended that the conveyance by the Depositor to the Trustee of the Underlying Certificates as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Underlying Certificates. FurtherFurthermore, it is not intended that such conveyance be deemed to be a grant pledge of a security interest in the Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that that, notwithstanding the intent of the parties, the Underlying Certificates are held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a security interest in the Underlying Certificates, then it is intended that, (a) this Agreement shall constitute also be deemed to be a security agreement within the meaning of Article Articles 8 and 9 of the New York NY UCC and the Uniform Commercial CodeCode of any applicable jurisdiction, as currently in effect; (b) the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee of, and for the Depositor hereby grants to benefit of the Trustee as security for its obligations hereunder, Certificateholders of a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, interest in and to (1) the Underlying Certificates, Trust Fund and all amounts payable on to the Holders of the Underlying Certificates after the Closing Date in accordance with the terms thereof on thereof, and all proceeds of the conversion, voluntary or after involuntary, of the Closing Dateforegoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account and the Reserve Account, whether in the form of cash, instruments, securities, investment property or other property; (3c) the Sale Agreementpossession by the Trustee or its agent of Underlying Certificates that constitute Certificated Securities and such other items of property as constitute instruments, (4) all its rightmoney, title and interestnegotiable documents or chattel paper, if any, shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to the NY UCC and the Uniform Commercial Code of any applicable jurisdiction, as currently in all other assets constituting effect; (d) the Trust Fund,(5Certificate Account and the Reserve Account shall be deemed to be Securities Accounts and the provisions of Section 3.3 hereof shall be deemed effective to ----------- constitute Control by the Securities Intermediary (as defined in Section 3.3) all accounts----------- for purposes of perfecting the security interest pursuant to the NY UCC and the Uniform Commercial Code of any applicable jurisdiction, chattel paperas currently in effect, deposit accounts, documents, general intangibles, goods, instruments, investment in the Security Entitlements in the Financial Assets credited from time to time to such Securities Accounts; and (e) notifications to persons holding such property, letter-of-credit rightsand acknowledgments from persons holding such property that they hold such property for the Trustee's benefit, letters of credit, moneyshall be deemed notifications to, and oil, gas, and other minerals, consisting of, arising acknowledgments from, bailees, or relating to, any agents (as applicable) of the foregoing, and (6) all proceeds Trustee for the purpose of perfecting such security interest under [Section 9-313(c)] of the foregoingNY UCC and the Uniform Commercial Code of any applicable jurisdiction. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the NY UCC.The provisions of this Agreement shall be construed so as to further such intent. (e) The Depositor and the Trustee, at the Depositor's or the Majority Certificateholders' direction, shall, 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 Certificates and other assets constituting the other property 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 this the Agreement. The Trustee agrees that it will maintain physical possession of the Underlying Certificates that constitute Certificated Securities in the State of New York. (i) SECTION 2.2 Issuance of Certificates Evidencing Interests in the Trust ---------------------------------------------------------- Fund. ---- The DepositorTrustee acknowledges the assignment to it of the Underlying Certificates and, concurrently with the execution therewith and delivery hereofin exchange therefor, does hereby transfer, assign, set over and otherwise convey in trust pursuant to the Trustee without recourse all the right, title and interest written request of the Depositor in and to the Uncertificated REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of REMIC II Regular Interests and Component II of the Class R Certificates. The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and such other assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and Component II of the Class R Certificates. (ii) It is intended that the conveyance executed by the Depositor to the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II. Further, it is not intended that such conveyance be deemed to be a grant of a security interest in the Uncertificated REMIC I Regular Interests and the other assets of REMIC II by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Uncertificated REMIC I Regular Interests and the other assets of REMIC II are held to be property an officer of the Depositor, the Trustee has executed and caused to be authenticated and delivered to, or if for any reason this Agreement is held or deemed to create a security interest upon the written order of, the Depositor the Certificates in the Uncertificated REMIC I Regular Interests and the other assets of REMIC II, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 authorized denominations which evidence ownership of the New York Uniform Commercial Code; (b) the conveyance provided for in Section 2.01(d)(1) shall be deemed to be a grant by the Depositor to the Trustee of, and the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Uncertificated REMIC I Regular Interests and the other assets of REMIC II, including without limitation all rights represented thereby in and to the Underlying Certificates and the proceeds thereof, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (iii) all proceeds thereofentire Trust Fund.