Common use of Conveyance of the Underlying Securities Clause in Contracts

Conveyance of the Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Grantor Trust Trustee, in trust, for the use and benefit of the Grantor Trust Certificateholders, without recourse, all the right, title and interest of the Depositor in and to (i) the Underlying Securities, (ii) the Purchase Agreement and (iii) all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable on the Underlying Securities pursuant to the Underlying Agreement following the Closing Date. (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 Securities to be registered in the book-entry records of the Depository in the name of the Grantor Trust Trustee or its nominee. (c) The transfer of the Underlying Securities and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. (d) It is intended that the conveyances by the Depositor to the Grantor Trust Trustee of the Underlying Securities as provided for in this Section 2.01 be construed as a sale by the Depositor to the Grantor Trust Trustee of the Underlying Securities for the benefit of the Grantor Trust Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Underlying Securities by the Depositor to the Grantor Trust Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Securities 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 Securities, 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 New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Grantor Trust Trustee of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (1) the Underlying Securities, (2) all amounts payable on the Underlying Securities in accordance with the terms thereof and (3) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and 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 in the Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Grantor Trust Trustee or any agent of the Grantor Trust Trustee of such 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 the Uniform Commercial Code of any other applicable jurisdiction; 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 Grantor Trust Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Grantor Trust Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. The Depositor and the Grantor Trust Trustee, at the Depositor’s or the Majority Grantor Trust Certificateholders’ direction, shall, to the extent consistent with this Agreement, take such reasonable actions as may be determined to be necessary to ensure that, if this Agreement were deemed to create a security interest in the Underlying Securities, and 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.

Conveyance of the Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set-over and otherwise convey to the Grantor Trust Trustee, in trust, for the use and benefit of the related Grantor Trust Certificateholders, without recourse, all the right, title and interest of the Depositor in and to (i) the related Underlying Securities, (ii) the Purchase Agreement and (iii) all other assets constituting the Trust Fundrelated Sub-Trust. Such assignment includes, without limitation, all amounts payable on the related Underlying Securities pursuant to the related Underlying Agreement following the Closing Date. (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 Securities to be registered in the book-entry records of the Depository in the name of the Grantor Trust Trustee or its nominee. (c) The transfer of the Underlying Securities and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. (d) It is intended that the conveyances by the Depositor to the Grantor Trust Trustee of the Underlying Securities as provided for in this Section 2.01 be construed as a sale by the Depositor to the Grantor Trust Trustee of the Underlying Securities for the benefit of the related Grantor Trust Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Underlying Securities by the Depositor to the Grantor Trust Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Securities 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 Securities, 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 New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Grantor Trust Trustee of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (1) the Underlying Securities, (2) all amounts payable on the Underlying Securities in accordance with the terms thereof and (3) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and 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 in the Certificate Account, whether in the form of cash, instruments, securities or other property; (c) the possession by the Grantor Trust Trustee or any agent of the Grantor Trust Trustee of such 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 the Uniform Commercial Code of any other applicable jurisdiction; 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 Grantor Trust Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Grantor Trust Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. The Depositor and the Grantor Trust Trustee, at the Depositor’s or the related Majority Grantor Trust Certificateholders’ direction, shall, to the extent consistent with this Agreement, take such reasonable actions as may be determined to be necessary to ensure that, if this Agreement were deemed to create a security interest in the related Underlying Securities, and 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.

Conveyance of the Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assignconvey, set-over sell and otherwise convey assign to the Grantor Trust Trustee, in trust, for the use and benefit on behalf of the Grantor Trust CertificateholdersHolders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to (i) the Underlying Securities, (ii) the Purchase Agreement and (iii) all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable on the Underlying Securities pursuant with appropriate endorsements and other documentation sufficient under the related Underlying Agreements to the Underlying Agreement following the Closing Date. (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 Securities to be registered the Trustee, including all distributions thereon payable after the Underlying Remittance Date in __________ 200_, and agrees to transfer to the book-entry records Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts payable thereon after the Underlying Remittance Date in __________ 200_ and all proceeds of the Depository in the name of the Grantor Trust Trustee or its nominee. (c) foregoing. The transfer of the Underlying Securities and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. (d) . Except to the extent required to have the Underlying Securities reregistered in its own name or a nominee name, the Trustee shall have the beneficial ownership interest in the Underlying Securities to be registered with the Depository in the name of [_______________________], as the Securities Intermediary for the account of the Trustee and shall not assign, sell, dispose of or transfer any interest in the Underlying Securities or any other asset constituting the Trust Fund or permit the Underlying Securities or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the beneficial ownership interest in the Underlying Securities and the Trustee is hereby authorized and directed to execute such documents. It is intended that the conveyances conveyance of the Underlying Securities by the Depositor to the Grantor Trust Trustee as provided in this Section 2.01 be, and be construed as, a sale of the Underlying Securities as provided for in this Section 2.01 be construed as a sale by the Depositor to the Grantor Trust Trustee of the Underlying Securities for the benefit of the Grantor Trust Certificateholders. FurtherIt is, it is further, not intended that any such conveyance be deemed to be a pledge of the Underlying Securities by the Depositor to the Grantor Trust Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Securities are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying Securities, 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 New York Uniform Commercial Code and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Depositor to the Grantor Trust Trustee for the benefit of the Certificateholders of a security interest in all of the Depositor’s right (including the power to convey title thereto)'s right, title and interest, whether now owned or hereafter acquired, in and to (1A) the Underlying Securities, (2B) all amounts payable on to the holders of the Underlying Securities after the Underlying Remittance Date in __________ 200_ in accordance with the terms thereof and (3C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and 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 Securities with the Depository in the name of [___________________________] as the Securities Intermediary for the account of the Trustee and the possession by the Grantor Trust Trustee or any its agent of the Grantor Trust Trustee 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 the Uniform Commercial Code of any other applicable jurisdictionjurisdiction (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 Grantor Trust Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Grantor Trust Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. The Depositor and the Grantor Trust Trustee, at the Depositor’s or the Majority Grantor Trust Certificateholders’ direction's direction and expense, shall, to the extent consistent with this Agreement, take such reasonable actions as may be determined to be necessary to ensure that, if this Agreement were deemed to create a security interest in the Underlying Securities, Securities 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.

Conveyance of the Underlying Securities. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assignconvey, set-over sell and otherwise convey assign to the Grantor Trust Trustee, in trust, for the use and benefit on behalf of the Grantor Trust CertificateholdersHolders of the Certificates, without recourse, all the right, title and interest of the Depositor in and to (i) the Underlying Securities, (ii) the Purchase Agreement and (iii) all other assets constituting the Trust Fund. Such assignment includes, without limitation, all amounts payable on the Underlying Securities pursuant with appropriate endorsements and other documentation sufficient under the related Underlying Agreements to the Underlying Agreement following the Closing Date. (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 Securities to be registered the Trustee, including all distributions thereon payable after the Underlying Remittance Date in February 2000, and agrees to transfer to the book-entry records Trustee promptly upon receipt (by wire transfer of immediately available funds), any amounts payable thereon after the Underlying Remittance Date in February 2000 and all proceeds of the Depository in the name of the Grantor Trust Trustee or its nominee. (c) foregoing. The transfer of the Underlying Securities and all other assets constituting the Trust Fund is absolute and is intended by the parties hereto as a sale. (d) . Except to the extent required to have the Underlying Securities reregistered in its own name or a nominee name, the Trustee shall have the beneficial ownership interest in the Underlying Securities to be registered with the Depository in the name of Bank One, National Association, as the Securities Intermediary for the account of the Trustee and shall not assign, sell, dispose of or transfer any interest in the Underlying Securities or any other asset constituting the Trust Fund or permit the Underlying Securities or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance arising by, through or under the Trustee or any person claiming by, through or under the Trustee. The Depositor agrees to provide to the Trustee all documents required for the transfer to the Trustee of the beneficial ownership interest in the Underlying Securities and the Trustee is hereby authorized and directed to execute such documents. It is intended that the conveyances conveyance of the Underlying Securities by the Depositor to the Grantor Trust Trustee as provided in this Section 2.01 be, and be construed as, a sale of the Underlying Securities as provided for in this Section 2.01 be construed as a sale by the Depositor to the Grantor Trust Trustee of the Underlying Securities for the benefit of the Grantor Trust Certificateholders. FurtherIt is, it is further, not intended that any such conveyance be deemed to be a pledge of the Underlying Securities by the Depositor to the Grantor Trust Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Securities are held to be the property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying Securities, 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 New York Uniform Commercial Code and the corresponding articles of the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Depositor to the Grantor Trust Trustee for the benefit of the Certificateholders of a security interest in all of the Depositor’s right (including the power to convey title thereto)'s right, title and interest, whether now owned or hereafter acquired, in and to (1A) the Underlying Securities, (2B) all amounts payable on to the holders of the Underlying Securities after the Underlying Remittance Date in February 2000 in accordance with the terms thereof and (3C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and 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 Securities with the Depository in the name of Bank One, National Association as the Securities Intermediary for the account of the Trustee and the possession by the Grantor Trust Trustee or any its agent of the Grantor Trust Trustee 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 the Uniform Commercial Code of any other applicable jurisdictionjurisdiction (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 Grantor Trust Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Grantor Trust Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. The Depositor and the Grantor Trust Trustee, at the Depositor’s or the Majority Grantor Trust Certificateholders’ direction's direction and expense, shall, to the extent consistent with this Agreement, take such reasonable actions as may be determined to be necessary to ensure that, if this Agreement were deemed to create a security interest in the Underlying Securities, Securities 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.