Common use of Conveyance of the Underlying Certificates Clause in Contracts

Conveyance of the Underlying Certificates. (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 Certificates 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 Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificates are Book-Entry Certificate, delivery of the Underlying Certificates 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 Certificates 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 Certificates and the other documents and instruments referenced above, and declares that it holds and will hold the Underlying Certificates, 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 Certificates. (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 Certificates Certificates, including all distributions thereon payable on or after the first Distribution Date. The Trustee, by execution and all other assets constituting the Trust Fund. Such assignment includesdelivery hereof, without limitation, all amounts payable to and all rights acknowledges receipt 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 Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements certifies and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent confirms that (a) the Underlying Certificates are Book-Entry Certificate, delivery maintained on the books and records of the Underlying Certificates will be satisfied if Trustee as being held in trust for the Company meets the requirements benefit of the Depository to sellCertificateholders, transfer, assign, set-over (b) the books and otherwise convey to records of the Trustee the Underlying Certificates do not indicate any other person having any interest 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 any of the Underlying Certificates and the Trustee has not confirmed any interest in the Underlying Certificates to any other documents and instruments referenced aboveperson, and declares that it holds and will hold (c) the Trustee has not at any time created nor received any notice of the creation of any liens, claims, security interests or encumbrances with respect to the Underlying Certificates, except such as are created by this Trust Agreement. The assignment of the Underlying Certificates accomplished hereby is absolute and such other documents is intended as a sale. The Depositor hereby pledges and instruments, and all other assets and documents included grants to the Trustee a security interest in the Depositor's interest in the Trust FundFund to secure payment (in the event of recharacterization notwithstanding the parties' intent) and performance by the Depositor of its obligations hereunder. The Depositor 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 trust for the exclusive use Underlying Certificates, such security interest would be deemed to be a perfected security interest of first priority under applicable law and benefit will be maintained as such throughout the term of all present this Agreement and future Certificateholdersthe Trustee shall cooperate in such actions by execution and delivery of such instruments and documents as may be necessary or appropriate in order to accomplish such actions.

Conveyance of the Underlying Certificates. (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 recourserecourse except as set forth in the last sentence of this Section 2.01, all the right, title and interest of the Company Depositor in and to the Underlying Certificates, including all distributions thereon payable after the Closing Date. In connection with such assignment, the Depositor shall have caused securities entitlements relating to the Underlying Certificates to be registered in the book-entry records of DTC in the name of the Trustee or its nominee on the records of the Depository and evidence of such registration to be delivered to the Trustee on the Closing Date. The Depositor represents and warrants to the Trustee that, immediately prior to such transfer by the Depositor of the Underlying Certificates to the Trustee, the Depositor was the sole owner of the Underlying Certificates and had full right and authority to sell, assign and transfer the Underlying Certificates. Further, if the Depositor receives any distributions in respect of the Underlying Certificates after the Closing Date, the Depositor shall promptly remit such distributions to the Trustee. The transfer of the Underlying Certificates and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. 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 withExcept as provided in Section 3.05(b) hereof, the Trustee the Underlying Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificates are Book-Entry Certificate, delivery shall at all times maintain control of the Underlying Certificates will be satisfied if the Company meets the requirements of the Depository to through DTC and securities intermediaries acting on its behalf and shall not assign, sell, transfer, assign, set-over and otherwise convey to the Trustee dispose of or transfer any interest in the Underlying Certificates in accordance with or any other asset constituting 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 Trust Fund or permit the Underlying Certificates and the or any other documents and instruments referenced above, and declares that it holds and will hold the Underlying Certificates, and such other documents and instruments, and all other assets and documents included in asset constituting the Trust FundFund to be subjected to any lien, in trust for claim or encumbrance arising by, through or under the exclusive use and benefit of all present and future CertificateholdersTrustee or any person claiming by, through or under the Trustee.

Conveyance of the Underlying Certificates. (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 recourserecourse except as set forth in the last sentence of this Section 2.01, all the right, title and interest of the Company Depositor in and to the Underlying Certificates, including all distributions thereon payable after the Closing Date. In connection with such assignment, the Depositor shall have caused the Underlying Certificates to be registered in the book-entry records of DTC in the name of the Trustee or its nominee on the records of the Depository and evidence of such registration to be delivered to the Trustee on the Closing Date. The Depositor represents and warrants to the Trustee that, immediately prior to such transfer by the Depositor of the Underlying Certificates to the Trustee, the Depositor was the sole owner of the Underlying Certificates and had full right and authority to sell, assign and transfer the Underlying Certificates. Further, if the Depositor receives any distributions in respect of the Underlying Certificates after the Closing Date, the Depositor shall promptly remit such distributions to the Trustee. The transfer of the Underlying Certificates and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. 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 withExcept as provided in Section 3.05(b) hereof, the Trustee the Underlying Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificates are Book-Entry Certificate, delivery shall at all times maintain possession of the Underlying Certificates will be satisfied if the Company meets the requirements of the Depository to through DTC and shall not assign, sell, transfer, assign, set-over and otherwise convey to the Trustee dispose of or transfer any interest in the Underlying Certificates in accordance with or any other asset constituting 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 Trust Fund or permit the Underlying Certificates and the or any other documents and instruments referenced above, and declares that it holds and will hold the Underlying Certificates, and such other documents and instruments, and all other assets and documents included in asset constituting the Trust FundFund to be subjected to any lien, in trust for claim or encumbrance arising by, through or under the exclusive use and benefit of all present and future CertificateholdersTrustee or any person claiming by, through or under the Trustee.

Conveyance of the Underlying Certificates. (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 recourserecourse except as set forth in the last sentence of this Section 2.01, all the right, title and interest of the Company Depositor in and to the Underlying Certificates, including all distributions thereon payable after October 25, 1996. In connection with such assignment, the Depositor shall have caused the Underlying Certificates to be registered in the book-entry records of DTC in the name of the Trustee and evidence of such registration to be delivered to the Trustee. The Depositor represents and warrants to the Trustee that immediately prior to such transfer by the Depositor of the Underlying Certificates to the Trustee, the Depositor was the sole owner of the Underlying Certificates and had full right and authority to sell, assign and transfer the Underlying Certificates. The transfer of the Underlying Certificates and all other assets constituting the Trust FundFund is absolute and is intended by the parties hereto as a sale. 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 withExcept as provided in Section 3.05(b) hereof, the Trustee the Underlying Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificates are Book-Entry Certificate, delivery shall at all times maintain possession of the Underlying Certificates will be satisfied if the Company meets the requirements of the Depository to through DTC and shall not assign, sell, transfer, assign, set-over and otherwise convey to the Trustee dispose of or transfer any interest in the Underlying Certificates in accordance with or any other asset constituting 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 Trust Fund or permit the Underlying Certificates and the or any other documents and instruments referenced above, and declares that it holds and will hold the Underlying Certificates, and such other documents and instruments, and all other assets and documents included in asset constituting the Trust FundFund to be subjected to any lien, in trust for claim or encumbrance arising by, through or under the exclusive use and benefit of all present and future CertificateholdersTrustee or any person claiming by, through or under the Trustee.

Conveyance of the Underlying Certificates. (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 Certificates 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 Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificates are Book-Entry CertificateCertificates, delivery of the Underlying Certificates 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 Certificates 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 Certificates and the other documents and instruments referenced above, and declares that it holds and will hold the Underlying Certificates, 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 Certificates. (a) The CompanyDepositor, 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 Depositor in and to the Underlying Certificates 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 Underlying Pooling and Servicing Agreement. In connection with such transfer and assignment, on the Closing Date the Company Depositor will deliver to, and deposit with, the Trustee Trust Administrator the Underlying Certificates, together with a duly issued and authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Underlying Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that the Underlying Certificates are Book-Entry Certificate, delivery of the Underlying Certificates 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 Certificates 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 Trust Administrator 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 the Underlying Certificates, 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.