Common use of Conveyance of the Underlying Certificates Clause in Contracts

Conveyance of the 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 Underlying Certificates, including all distributions thereon payable on or after the first Distribution Date. The Trustee, by execution and delivery hereof, acknowledges receipt of the Underlying Certificates, and certifies and confirms that (a) the Underlying Certificates are maintained on the books and records of the Trustee as being held in trust for the benefit of the Certificateholders, (b) the books and records of the Trustee do not indicate any other person having any interest in any of the Underlying Certificates and the Trustee has not confirmed any interest in the Underlying Certificates to any other person, and (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 is intended as a sale. The Depositor hereby pledges and grants to the Trustee a security interest in the Depositor's interest in the Trust Fund 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 the Underlying Certificates, 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 Agreement and the 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. The DepositorCompany, concurrently with the execution and delivery hereof, does hereby sell, transfer, conveyassign, sell set-over and assign otherwise convey to the Trustee, on behalf in trust, for the use and benefit of the Holders of the CertificatesCertificateholders, without recourse, all the right, title and interest of the Depositor Company in and to the Underlying CertificatesCertificates and all other assets constituting the Trust Fund. Such assignment includes, including without limitation, all distributions thereon 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 or after the first Distribution Date. The TrusteeClosing Date the Company will deliver to, by execution and delivery hereofdeposit with, acknowledges receipt of the Trustee the Underlying Certificates, together with a duly issued and certifies authenticated certificate or certificates for the Underlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and confirms other documentation sufficient under the Pooling and Servicing Agreement to transfer such Underlying Certificates to the Trustee. Notwithstanding the foregoing, to the extent that (a) the Underlying Certificates are maintained on the books and records Book-Entry Certificate, delivery of the Trustee as being held in trust for Underlying Certificates will be satisfied if the benefit Company meets the requirements of the CertificateholdersDepository to sell, (b) transfer, assign, set-over and otherwise convey to the books and records 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 do not indicate any other person having any interest in any hereby acknowledges the receipt by it of the Underlying Certificates and the Trustee has not confirmed any interest in the Underlying Certificates to any other persondocuments and instruments referenced above, and (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 declares that it holds and will hold the Underlying Certificates, except and such as are created by this Trust Agreement. The assignment of the Underlying Certificates accomplished hereby is absolute other documents and is intended as a sale. The Depositor hereby pledges instruments, and grants to the Trustee a security interest in the Depositor's interest all other assets and documents included in the Trust Fund to secure payment (Fund, in trust for the event exclusive use and benefit of recharacterization notwithstanding the parties' intent) all present 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 the Underlying Certificates, 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 Agreement and the 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 actionsfuture Certificateholders.

Conveyance of the Underlying Certificates. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby sell, transfer, conveyassign, sell set-over and assign otherwise convey to the Trustee, on behalf in trust, for the use and benefit of the Holders of the CertificatesCertificateholders, without recourse, all the right, title and interest of the Depositor 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, including all distributions thereon payable on together with a duly issued and authenticated certificate or after certificates for the first Distribution DateUnderlying 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 Certificates, 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 TrusteeTrustee hereby acknowledges the receipt by it of the Underlying Certificates and the other documents and instruments referenced above, by execution and delivery hereof, acknowledges receipt of declares that it holds and will hold the Underlying Certificates, and certifies such other documents and confirms 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. (b) It is intended that (a) the conveyance by the Company to the Trustee of the Underlying Certificates are maintained on as provided for in this Section 2.01 be construed as a sale by the books and records Company to the Trustee of the Trustee as being held in trust Underlying Certificates for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Underlying Certificates by the Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the books conveyance provided for in Section 2.01 shall be deemed to be, and records hereby is, a grant by the Company to the Trustee of a security interest in all of the Trustee do not indicate Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other person having property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any interest in any of the following: (A) Underlying Certificates, (B) all amounts payable pursuant to the holders of the Underlying Certificates in accordance with the terms thereof of the Pooling and Servicing Agreement, and (C) all proceeds of the Trustee has not confirmed any interest 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 Underlying Certificates to any Trust Certificate Account, whether in the form of cash, instruments, securities or other person, and property; (c) the possession by the Trustee has not at or any time created nor received any notice agent 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 Trustee of the Underlying Certificates accomplished hereby is absolute and is intended or 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 sale. The Depositor hereby pledges and grants purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 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, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee a for the purpose of perfecting such security interest in under applicable law. (c) The Company, the Depositor's interest in Certificate Administrator and the Trust Fund to secure payment (in the event of recharacterization notwithstanding the parties' intent) and performance by the Depositor of its obligations hereunder. The Depositor Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed determined to create a security interest in the Underlying CertificatesCertificates and the other property described above, such security interest would be deemed determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall cooperate forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Underlying Certificates, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such actions by execution and delivery of such instruments and documents other statements as may be necessary occasioned by (1) any change of name of the Company or appropriate the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in order to accomplish such actionsthe Trustee's name) or (2) any change of location of the place of business or the chief executive office of the Company.

Conveyance of the Underlying Certificates. (a) The DepositorCompany, concurrently with the execution and delivery hereof, does hereby sell, transfer, conveyassign, sell set-over and assign otherwise convey to the Trustee, on behalf in trust, for the use and benefit of the Holders of the CertificatesCertificateholders, without recourse, all the right, title and interest of the Depositor 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, including all distributions thereon payable on together with a duly issued and authenticated certificate or after certificates for the first Distribution DateUnderlying 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 TrusteeTrustee hereby acknowledges the receipt by it of the Underlying Certificates and the other documents and instruments referenced above, by execution and delivery hereof, acknowledges receipt of declares that it holds and will hold the Underlying Certificates, and certifies such other documents and confirms 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. (b) It is intended that (a) the conveyance by the Company to the Trustee of the Underlying Certificates are maintained on as provided for in this Section 2.01 be construed as a sale by the books and records Company to the Trustee of the Trustee as being held in trust Underlying Certificates for the benefit of the Certificateholders. Further, (b) the books and records of the Trustee do it is not indicate any other person having any interest in any of the Underlying Certificates and the Trustee has not confirmed any interest in the Underlying Certificates to any other person, and (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 intended that such as are created by this Trust Agreement. The assignment of the Underlying Certificates accomplished hereby is absolute and is intended as a sale. The Depositor hereby pledges and grants to the Trustee a security interest in the Depositor's interest in the Trust Fund 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 the Underlying Certificates, such security interest would conveyance be deemed to be a perfected security interest pledge of first priority under applicable law and will be maintained as such throughout the term of this Agreement and Underlying Certificates by the Company to the Trustee shall cooperate in such actions by execution and delivery to secure a debt or other obligation of such instruments and documents as may be necessary or appropriate in order to accomplish such actionsthe Company.

Conveyance of the 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 recourserecourse except as set forth in the last sentence of this Section 2.01, all the right, title and interest of the Depositor in and to the Underlying Certificates, including all distributions thereon payable on or after the first Distribution 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 TrusteeDepositor represents and warrants to the Trustee that, immediately prior to such transfer by execution and delivery hereof, acknowledges receipt the Depositor of the Underlying CertificatesCertificates to the Trustee, and certifies and confirms that (a) the Underlying Certificates are maintained on Depositor was the books and records of the Trustee as being held in trust for the benefit of the Certificateholders, (b) the books and records of the Trustee do not indicate any other person having any interest in any 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 Fund is absolute and is intended by the parties hereto as a sale. Except as provided in Section 3.05(b) hereof, the Trustee has shall at all times maintain possession of the Underlying Certificates through DTC and shall not confirmed assign, sell, dispose of or transfer any interest in the Underlying Certificates to or any other person, and (c) asset constituting the Trustee has not at any time created nor received any notice of the creation of any liens, claims, security interests Trust Fund or encumbrances with respect to the Underlying Certificates, except such as are created by this Trust Agreement. The assignment of permit the Underlying Certificates accomplished hereby is absolute and is intended as a sale. The Depositor hereby pledges and grants to the Trustee a security interest in the Depositor's interest in or any other asset constituting the Trust Fund to secure payment (in the event of recharacterization notwithstanding the parties' intent) and performance by the Depositor of its obligations hereunder. The Depositor shallbe subjected to any lien, to the extent consistent with this Agreementclaim or encumbrance arising by, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Underlying Certificates, such security interest would be deemed to be a perfected security interest of first priority through or under applicable law and will be maintained as such throughout the term of this Agreement and the 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 actionsany person claiming by, through or under the Trustee.

Conveyance of the Underlying Certificates. The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, conveyassign, sell set-over and assign otherwise convey to the Trustee, on behalf in trust, for the use and benefit of the Holders of the CertificatesCertificateholders, without recourse, all the right, title and interest of the Depositor in and to the Underlying Certificates. Such assignment includes, including without limitation, all distributions thereon amounts payable on or after the first Distribution Date. The Trustee, by execution to and delivery hereof, acknowledges receipt all rights of the Underlying CertificatesCertificateholders pursuant to the related Pooling and Servicing Agreement. In connection with such transfer and assignment, the Depositor hereby delivers or shall cause to be delivered to, and certifies and confirms that deposits or shall cause to be deposited with, the Trustee each of the following documents or instruments relating to each Underlying Certificate: (i) (a) if the registered owner of such Underlying Certificates are maintained Certificate is an Underlying Depository, written evidence of the transfer of the Ownership Interest in such Underlying Certificate on the books and records of such Depository to the account of the Trustee as being held in trust for or its nominee (which nominee shall not be the benefit Depositor or any affiliate of the CertificateholdersDepositor); or, (b) in all other cases a duly issued and authenticated Underlying Certificate endorsed to "The First National Bank of Chicago, as trustee under the Trust Agreement, dated April 30, 1999, relating to DLJ Mortgage Acceptance Corp. Class A-1 Principal Only Certificates, Series 1999-A" or in the name of its nominee (which shall not be the Depositor or any affiliate of the Depositor) together with such documents as shall 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 related Pooling and Servicing Agreement; and (iii) a copy of the March 1999 Underlying Remittance Date Statement delivered to the related Underlying Certificateholder with respect to such Underlying Certificate. The Trustee hereby acknowledges the receipt by it of the Underlying Certificates (including without limitation, (a) with respect to each Underlying Certificate the registered owner of which is an Underlying Depository, the written evidence referred to in clause (i)(a) above of the transfer of the Ownership Interest in such Underlying Certificate on the books and records of such Depository to the account of the Trustee do or its nominee, and (b) in all other cases each certificate representing each of the Underlying Certificates) and, except as contemplated below, the other documents and instruments referenced above. The Trustee 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 Trustee makes no representation as to the accuracy of the percentage interest represented by any Underlying Certificate, as set forth in the Underlying Certificate Schedule, and the Trustee shall have no obligation to recompute, recalculate or verify any such percentage interest, the foregoing acknowledgment of receipt having been made in respect of initial Underlying Principal Balances of the Underlying Certificates as evidenced by the documents and instruments delivered to the Trustee pursuant to clauses (i), (ii) and (iii) above. If the Depositor is denied access to any such Pooling and Servicing Agreement or Underlying Remittance Date Statement because it is not indicate a holder of any of the mortgage securities related thereto, then the Trustee in its capacity as Underlying Certificateholder of each applicable Underlying Certificate shall, at the Depositor's request and expense, provide such cooperation and assistance as shall reasonably be necessary for the Depositor to obtain a copy of such Pooling and Servicing Agreement or Underlying Remittance Date Statement, as the case may be. Upon the delivery of such copy to the Trustee, the Depositor shall be deemed to have satisfied the delivery requirements set forth in clause (ii) or (iii) above, as the case may be. Notwithstanding the foregoing, the Depositor shall have no obligation to repurchase any Underlying Certificate as to which it is unable for any reason to deliver the related Pooling and Servicing Agreement and the Depositor shall have no liability to any Person if, having used reasonable best efforts as described above, it is unable for any reason to deliver such Pooling and Servicing Agreement or Underlying Remittance Date Statement. In the event the Depositor fails to deliver to the Trustee any item specified in clause (ii) or (iii) above, the Trustee shall not be liable to any Certificateholder or any other person having any interest in any Person for the failure of the Trustee to possess such items as part of the Trust Fund. The transfer of the Underlying Certificates and all other assets constituting the Trustee has not confirmed any interest in the Underlying Certificates to any other person, and (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 Fund is absolute and is intended by the parties hereto as a sale. The Depositor hereby pledges and grants to the Trustee a security interest Except as provided in the Depositor's interest in the Trust Fund 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 the Underlying Certificates, 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 Agreement and the 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.Sections 2.03,

Conveyance of the Underlying Certificates. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, conveyassign, sell set-over and assign otherwise convey to the Trustee, on behalf in trust, for the use and benefit of the Holders of the CertificatesCertificateholders, without recourse, all the right, title and interest of the 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 Agreement. In connection with such transfer and assignment, on the Closing Date the Depositor will deliver to, and deposit with, the Trust Administrator the Underlying Certificates, including all distributions thereon payable on together with a duly issued and authenticated certificate or after certificates for the first Distribution DateUnderlying Certificates, evidencing the entire interest in such Underlying Certificates, with appropriate endorsements and other documentation sufficient under the Underlying Pooling Agreement to transfer such Underlying Certificates to the Trustee. The TrusteeTrust Administrator hereby acknowledges the receipt by it of the Underlying Certificates and the other documents and instruments referenced above, by execution and delivery hereof, acknowledges receipt of declares that it holds and will hold the Underlying Certificates, and certifies such other documents and confirms 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. (b) It is intended that (a) the conveyance by the Depositor to the Trustee of the Underlying Certificates are maintained on as provided for in this Section 2.01 be construed as a sale by the books and records Depositor to the Trustee of the Trustee as being held in trust Underlying Certificates for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Underlying Certificates by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the books conveyance provided for in this Section 2.01 shall be deemed to be, and records hereby is, a grant by the Depositor to the Trustee of a security interest in all of the Trustee do not indicate Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other person having property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any interest in any of the following: (A) the Underlying Certificates, (B) all amounts payable to the holders of the Underlying Certificates in accordance with the terms of the Underlying Pooling Agreement and (C) all proceeds of the Trustee has not confirmed any interest 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 Underlying Certificates to any Trust Certificate Account, whether in the form of cash, instruments, securities or other person, and property; (c) the possession by the Trustee has not at or any time created nor received any notice agent 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 Trustee of the Underlying Certificates accomplished hereby is absolute and is intended or 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 sale. The Depositor hereby pledges and grants purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 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, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee a for the purpose of perfecting such security interest in the under applicable law. (c) The Depositor's interest in , the Trust Fund to secure payment (in Administrator and the event of recharacterization notwithstanding the parties' intent) and performance by the Depositor of its obligations hereunder. The Depositor Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed determined to create a security interest in the Underlying CertificatesCertificates and the other property described above, such security interest would be deemed determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall cooperate forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in or lien on the Underlying Certificates, as evidenced by an Officers’ Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such actions by execution and delivery of such instruments and documents other statements as may be necessary occasioned by (1) any change of name of the Depositor or appropriate the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in order to accomplish such actionsthe Trustee’s name) or (2) any change of location of the place of business or the chief executive office of the Depositor.

Conveyance of the 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 recourserecourse except as set forth in the last sentence of this Section 2.01, all the right, title and interest of the Depositor in and to the Underlying Certificates, including all distributions thereon payable on or after the first Distribution 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 TrusteeDepositor represents and warrants to the Trustee that, immediately prior to such transfer by execution and delivery hereof, acknowledges receipt the Depositor of the Underlying CertificatesCertificates to the Trustee, and certifies and confirms that (a) the Underlying Certificates are maintained on Depositor was the books and records of the Trustee as being held in trust for the benefit of the Certificateholders, (b) the books and records of the Trustee do not indicate any other person having any interest in any 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 Fund is absolute and is intended by the parties hereto as a sale. Except as provided in Section 3.05(b) hereof, the Trustee has shall at all times maintain control of the Underlying Certificates through DTC and securities intermediaries acting on its behalf and shall not confirmed assign, sell, dispose of or transfer any interest in the Underlying Certificates to or any other person, and (c) asset constituting the Trustee has not at any time created nor received any notice of the creation of any liens, claims, security interests Trust Fund or encumbrances with respect to the Underlying Certificates, except such as are created by this Trust Agreement. The assignment of permit the Underlying Certificates accomplished hereby is absolute and is intended as a sale. The Depositor hereby pledges and grants to the Trustee a security interest in the Depositor's interest in or any other asset constituting the Trust Fund to secure payment (in the event of recharacterization notwithstanding the parties' intent) and performance by the Depositor of its obligations hereunder. The Depositor shallbe subjected to any lien, to the extent consistent with this Agreementclaim or encumbrance arising by, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Underlying Certificates, such security interest would be deemed to be a perfected security interest of first priority through or under applicable law and will be maintained as such throughout the term of this Agreement and the 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 actionsany person claiming by, through or under the Trustee.

Conveyance of the Underlying Certificates. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, conveyassign, sell set-over and assign otherwise convey to the Trustee, on behalf in trust, for the use and benefit of the Holders of the CertificatesCertificateholders, without recourse, all the right, title and interest of the Depositor in and to the Underlying CertificatesCertificates and all other assets constituting the Trust Fund. Such assignment includes, including without limitation, all distributions thereon amounts payable to and all rights of the Underlying Certificateholders pursuant to the related Underlying Agreement. In connection with such transfer and assignment, on or after the first Distribution Date. The TrusteeClosing Date the Depositor will deliver to, by execution and delivery hereofdeposit with, acknowledges receipt the Trustee each of the Underlying Certificates, together with the following documents or instruments: (i) a duly issued and certifies authenticated certificate or certificates for each class of the Underlying Certificates, evidencing the entire interest in such class, with appropriate endorsements and confirms that other documentation sufficient under the related Underlying Agreement to transfer each such certificate to "______________, as trustee under the Trust Agreement, dated as of _________, 200_, relating to Credit Suisse First Boston Mortgage Securities Corp., Trust Certificates, Series 200_-__"; (aii) a copy of each related Underlying Agreement; and (iii) copies of each of the most recent Distribution Date Statements and [Underlying Re-REMIC Distribution Date] Statements delivered to the Underlying Certificateholders. In addition, subsequent to the Closing Date, the Depositor shall deliver to, and deposit with, the Trustee all distributions, Distribution Date Statements, and Underlying Re-REMIC Distribution Date Statements, if applicable, relating to distributions on the Underlying Certificates are maintained due after the Cut-off Date and received by the Depositor. Any such distributions shall be made by wire on the books and records same day on which such distributions are received by the Depositor or, if such distribution is received by the Depositor after noon New York time, on the next Business Day. The Trustee hereby acknowledges the receipt by it of the Trustee as being held Underlying Certificates and the other documents and instruments referenced above, and declares that it holds and will hold such Underlying Certificates, 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 2.02, 3.02(b) and 6.01 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. (b) It is the express intent of the parties hereto that the conveyance of the Trust Fund to the Trustee, for the benefit of the Certificateholders, by the Depositor as provided in this Section 2.01 be, and be construed as, an absolute sale of the Trust Fund. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Trust Fund is 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 Trust Fund, then: (bi) this Agreement shall be deemed to be a security agreement; and (ii) the books and records conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee, for the benefit of the Trustee do not indicate any other person having any Certificateholders, of a security interest in all of the Depositor's right, title, and interest, whether now owned or hereafter acquired, in and to: (i) All accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to any of the property described in clauses (1) and (2) below: (1) the Underlying Certificates; and (2) the Trust Certificate Account, including all property therein and all income from the investment of funds therein (including any accrued discount realized on liquidation of any investment purchased at a discount); (ii) All accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, uncertificated securities, and other rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all or any part of the collateral described in clause (A) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and (iii) All cash and non-cash proceeds of the collateral described in clauses (A) and (B) above. (c) The possession by the Trustee of the Underlying Certificates and such other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated securities shall be deemed to be possession by the secured party, or possession by a purchaser or a person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-305, 8-313 or 8-321 thereof) as in force in the relevant jurisdiction. (d) Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee has not confirmed any for the purpose of perfecting such security interest in the Underlying Certificates to any other person, and under applicable law. (ce) 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 is intended as a sale. The Depositor hereby pledges and grants to the Trustee a security interest in and, at the Depositor's interest in direction, the Trust Fund to secure payment (in the event of recharacterization notwithstanding the parties' intent) and performance by the Depositor of its obligations hereunder. The Depositor Trustee, shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Underlying CertificatesTrust Fund or the other property 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 Agreement the Agreement. The Depositor shall file all filings necessary to perfect such security interest of first priority and shall maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Trust Fund and such other property, including without limitation (i) continuation statements, and (ii) such other statements as may be occasioned by any transfer of any interest of the Depositor in the Trust Fund or such other property. In connection herewith, the Trustee shall cooperate have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in such actions by execution and delivery of such instruments and documents as may be necessary or appropriate force in order to accomplish such actionsthe relevant jurisdiction.