Common use of CONVEYANCE OF UNDERLYING NOTES TO GRANTOR TRUSTEE Clause in Contracts

CONVEYANCE OF UNDERLYING NOTES TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, deposit and assign to the Grantor Trustee, in trust, for the use and benefit of the Certificateholders subject to this Agreement, (a) all the right, title and interest of the Depositor in and to the Underlying Notes and (b) all payments on the Underlying Notes after the Closing Date. In connection with each such transfer and assignment, the Depositor is causing the Underlying Notes to be delivered to and registered in the name of the Grantor Trustee. It is intended that the conveyance of the Depositor’s right, title and interest in and to the Underlying Notes and all other assets constituting the Grantor Trust pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Notes and the other assets constituting the Grantor Trust by the Depositor to the Grantor Trustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the Underlying Notes and the other assets constituting the Grantor Trust by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Underlying Notes and the other assets constituting the Grantor Trust 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 Notes and the other assets constituting the Grantor Trust, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (b) the conveyance provided for in this section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Underlying Notes, and all amounts payable to the holders of the Underlying Notes 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 Payment Account, whether in the form of cash, instruments, securities or other property; (c) the book entry registration in the name of the Grantor Trustee or its agent of the Underlying Notes and such other items of property as constitute cash, instruments, securities or other property shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the UCC; and (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 Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Grantor Trust be classified (for federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.

CONVEYANCE OF UNDERLYING NOTES TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, deposit and assign to the Grantor Trustee, in trust, for the use and benefit of the Certificateholders subject to this Agreement, (a) all the right, title and interest of the Depositor in and to the Underlying Notes and (b) all payments on the Underlying Notes after the Closing Date. In connection with each such transfer and assignment, the Depositor is causing the Underlying Notes to be delivered to and registered in the name of the Grantor Trustee. It is intended that the conveyance of the Depositor’s 's right, title and interest in and to the Underlying Notes and all other assets constituting the Grantor Trust pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Notes and the other assets constituting the Grantor Trust by the Depositor to the Grantor Trustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the Underlying Notes and the other assets constituting the Grantor Trust by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Underlying Notes and the other assets constituting the Grantor Trust 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 Notes and the other assets constituting the Grantor Trust, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (b) the conveyance provided for in this section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Depositor’s 's right, title and interest in and to the Underlying Notes, and all amounts payable to the holders of the Underlying Notes 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 Payment Account, whether in the form of cash, instruments, securities or other property; (c) the book entry registration in the name of the Grantor Trustee or its agent of the Underlying Notes and such other items of property as constitute cash, instruments, securities or other property shall be deemed to be “"possession by the secured party” " for purposes of perfecting the security interest pursuant to Section 9-313 of the UCC; and (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 Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Grantor Trust be classified (for federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.

CONVEYANCE OF UNDERLYING NOTES TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, deposit and assign to the Grantor Trustee, in trust, for the use and benefit of the Certificateholders subject to this Agreement, (ai) all the right, title and interest of the Depositor in and to the Underlying Notes and (bii) all payments on the Underlying Notes after the Closing Date. In connection with each such transfer and assignment, the Depositor is causing the Underlying Notes delivery to be delivered to and registered in the name of the Grantor Trustee, through book entry registration in the Grantor Trustee's name, of the Underlying Notes. It is intended that the conveyance of the Depositor’s 's right, title and interest in and to the Underlying Notes and all other assets constituting the Grantor Trust pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Notes and the other assets constituting the Grantor Trust by the Depositor to the Grantor Trustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the Underlying Notes and the other assets constituting the Grantor Trust by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Underlying Notes and the other assets constituting the Grantor Trust 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 Notes and the other assets constituting the Grantor Trust, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (b) the conveyance provided for in this section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Depositor’s 's right, title and interest in and to the Underlying Notes, and all amounts payable to the holders of the Underlying Notes 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 Payment Account, whether in the form of cash, instruments, securities or other property; (c) the book entry registration in the name of the Grantor Trustee or its agent of the Underlying Notes and such other items of property as constitute cash, instruments, securities or other property shall be deemed to be “"possession by the secured party” " for purposes of perfecting the security interest pursuant to Section section 9-313 of the UCC; and (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 Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Grantor Trust be classified (for federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.

CONVEYANCE OF UNDERLYING NOTES TO GRANTOR TRUSTEE. The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, deposit convey and assign to the Grantor Trustee, in trust, for the use and benefit of the Certificateholders subject to this AgreementCertificateholders, (ai) all the right, title and interest of the Depositor in and to the Underlying Notes Notes, (ii) with respect to the Holders of the Class II-A Certificates, the Insurance Policy and (biii) all payments on other assets constituting the Underlying Notes after the Closing DateTrust Fund. In connection with each such transfer and assignment, the Depositor is causing the Underlying Notes delivery to be delivered to and registered in the name Grantor Trustee of the Grantor Trusteerelated Underlying Notes. It is intended that the conveyance of the Depositor’s right, title and interest in and to the Underlying Notes and all other assets constituting the Grantor Trust Fund pursuant to this Agreement shall constitute, and be construed as, an absolute sale of the Underlying Notes and the other assets constituting the Grantor such Trust Fund by the Depositor to the Grantor Trustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be deemed a pledge of the Underlying Notes and the other assets constituting the Grantor Trust Fund by the Depositor to the Grantor Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, the Underlying Notes and the other assets constituting the Grantor Trust Fund 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 Notes and the other assets constituting the Grantor TrustTrust Fund, then it is intended as follows: (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCCUniform Commercial Code; (b) the conveyance provided for in this section Section shall be deemed to be a grant by the Depositor to the Grantor Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Underlying Notes, and all amounts payable to the holders of the Underlying Notes 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 Payment Account, whether in the form of cash, instruments, securities or other property; (c) the book entry registration in the name of possession by the Grantor Trustee or its agent of the Underlying Notes and such other items of property as constitute cash, instruments, securities money, negotiable documents or other property chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 Articles 8 and 9 of the UCCUniform Commercial Code; and (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 Grantor Trustee for the purpose of perfecting such security interest under applicable law. It is also intended that the Grantor Trust Fund be classified (for federal Federal tax purposes) as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent.