Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Trust, until this Agreement terminates pursuant to Section 8.01, the entire Trust Estate, such conveyance to be made in exchange for the Bonds and the Certificates. Such assignment includes, without limitation, all amounts payable to and all rights of the holder of the Collateral pursuant to this Agreement. The conveyance of the Collateral and all other assets constituting the Trust Estate by the Depositor as contemplated hereby is absolute and is intended by the parties to constitute a sale of the Collateral and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that such conveyance be deemed a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event:
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Trust, until this Agreement terminates pursuant to Section 8.01, the entire Trust Estate, such conveyance to be made in exchange for the Notes and the Certificates. Such assignment includes, without limitation, all amounts payable to and all rights of the holder of the Collateral pursuant to this Agreement.
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby contribute, sell, grant, assign, transfer, set-over and otherwise convey to, and deposit with, the Owner Trustee, and its successors, for the benefit of the Trust, until this Deposit Trust Agreement terminates pursuant to Section 8.1, the entire Trust Estate (including, without limitation, each and every item thereof as set forth in the definition of "Trust Estate"), such conveyance to be made in exchange for [the Bonds and] the Owner Trust Certificates. In connection with such transfer and assignment, the Depositor does hereby deliver or cause to be delivered to, and deposit or cause to be deposited with, the Owner Trustee (or, at the direction of the Owner Trustee on behalf of the Trust, to and with the Indenture Trustee on behalf of the Trust pursuant to the Indenture) each of the following documents or instruments relating to each Mortgage Loan:
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Trust, the initial Underlying Certificates identified on the Certificate Schedule, such conveyance to be made in exchange for the Owner Trust Certificates. Such assignment includes, without limitation, all amounts payable to, and all rights of, the holder of the Underlying Certificates after the Closing Date pursuant to the Underlying Agreements. The Depositor also shall deliver on such date to the Owner Trustee a copy of the Indenture, the Pledge Agreement and any documents the Trust signs or is bound by (e.g. the Collateral Agreements, the Indenture, the Related Agreements and the Subsidiary Guarantees).
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Trust, until this Agreement terminates pursuant to Section 8.1, all of its right, title and interest in and to the Underlying Certificate and all distributions thereon after the Closing Date and in and to the Underlying Agreement, such conveyance to be made in exchange for the Notes and the Owner Trust Certificates. Such assignment includes, without limitation, all amounts payable to and all rights of the holder of the Underlying Certificate after the Closing Date pursuant to the Underlying Agreement. In connection with such transfer and assignment, the Depositor does hereby deliver or cause to be delivered to, and deposit or cause to be deposited with, the Trust (or, to and with the Indenture Trustee on behalf of the Trust pursuant to the Indenture) each of the following documents or instruments relating to each Underlying Certificate:
Transfer of Trust Estate to Owner Trustee. (a) As of the date hereof, the Depositor has sold, granted, assigned, transferred and otherwise conveyed to and deposited with the Owner Trustee and its successors, forever, all right, title and interest of the Depositor in and to the sum of Ten Dollars ($10.00), constituting the Initial Trust Estate.
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby sell, grant, assign, transfer, and otherwise convey to, and deposit with, the Owner Trustee, and its successors, until this Deposit Trust Agreement terminates pursuant to Section 8.1, the entire Trust Estate, such conveyance to be made in exchange for the Bonds and the Owner Trust Certificates. Such assignment includes, without limitation, all amounts payable to and all rights of the holders of the Pledged Certificates pursuant to the related Pledged Certificates Agreements. In connection with such transfer and assignment, the Depositor does hereby deliver or cause to be delivered to, and deposit or cause to be deposited with, the Owner Trustee (or, at the direction of the Owner Trustee, to and with the Indenture Trustee on behalf of the Trust pursuant to the Indenture) each of the following documents or instruments relating to each Pledged Certificate:
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, MortgageIT Holdings hereby assigns, transfers, and otherwise conveys to, and deposits with, the REIT Sub-Trust, the REIT Trust Estate, and MortgageIT hereby assigns, transfers, and otherwise conveys to, and deposits with, the TRS Sub-Trust, the TRS Trust Estate, such conveyances to be made in exchange for the related Owner Trust Certificates. In connection with such transfer and assignment, MortgageIT shall deliver to, and deposit with the TRS Sub-Trust, and MortgageIT Holdings shall deliver to, and deposit with the REIT Sub-Trust, the documents or instruments with respect to each Mortgage Loan so transferred and assigned in accordance with Section 2 of the Custodial Agreement.
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Trust, until this Agreement terminates pursuant to Section 8.01, the entire Trust Estate, such conveyance to be made in exchange for the Notes and the Certificates. Such assignment includes, without limitation, all amounts payable to and all rights of the holder of the Collateral pursuant to this Agreement. The conveyance of the Collateral and all other assets constituting the Trust Estate by the Depositor as contemplated hereby is absolute and is intended by the parties, other than for federal, state and local income and franchise tax purposes, to constitute a sale of the Collateral and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that such conveyance be deemed a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event:
Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does hereby assign, transfer, and otherwise convey to, and deposit with, the Trust, the initial Underlying Certificates identified on the Certificate Schedule, such conveyance to be made in exchange for the Owner Trust Certificates. Such assignment includes, without limitation, all amounts payable to, and all rights of, the holder of the Underlying Certificates after the Closing Date pursuant to the Underlying Agreements. The Depositor also shall deliver on such date to the Owner Trustee a copy of the Indenture, the Pledge Agreement and any documents the Trust signs or is bound by (e.g. the Collateral Agreements, the Subsidiary Guarantees).
