Common use of Transfer of Trust Estate to Owner Trustee Clause in Contracts

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). (b) From time to time during the term of this Agreement the Depositor may assign, or cause to be assigned, to the Trust additional Underlying Certificates. Any such conveyance shall be either a contribution by the Depositor to the capital of the Trust or a sale. Each such assignment shall include, without limitation, all amounts payable to, and all rights of, the holder of the related Underlying Certificates after the applicable Transfer Date pursuant to the related Underlying Agreements. On each Transfer Date, the Depositor shall revise the Certificate Schedule to reflect the additional Underlying Certificates and deliver such revised schedule to the Owner Trustee, with a copy to the Collateral Agent. (c) In connection with each transfer and assignment, the Depositor shall deliver or cause to be delivered to, and deposit or cause to be deposited with, the Trust each of the following documents or instruments relating to each Underlying Certificate: (i) such Underlying Certificate, duly endorsed in the name of "Delta Funding Residual Holding Trust 2000-1," together with all documentation and opinions required under the related Underlying Agreement to obtain a duly issued and authenticated physical certificate registered in such name; (ii) a copy (which may be on electronic media) of the Underlying Agreement; and (iii) all other items relating to the foregoing as reasonably requested by the Owner Trustee. (d) The conveyance of the Trust Estate as contemplated hereby is absolute and is intended by the parties to constitute a sale or contribution of the Underlying Certificates and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that any such conveyance be deemed a pledge of security for a loan. If any 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, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trust a first priority perfected security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Estate, including, without limitation, the Underlying Certificates and all payments thereon from and after the Closing Date or Transfer Date, as applicable, (iii) the possession by the Owner Trustee on behalf of the Trust or its agent of the Underlying Certificates and 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 person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, 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 Owner Trustee on behalf of the Trust for the purpose of perfecting such security interest under applicable law. The Depositor 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 Certificates and the other assets of the Trust Estate, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement. In connection therewith, the Depositor shall file or cause to be filed financing statements under the Uniform Commercial Code with respect to the Trust Estate. (e) The Owner Trustee hereby acknowledges the receipt by it of the Trust Estate, and declares that it holds and will hold the Trust Estate and that it holds and will hold all other assets and documents to be included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Certificateholders. (f) Except as expressly provided in Section 8.1, neither the Depositor nor any Certificateholder shall be able to revoke the Trust established hereunder.

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 initial Underlying Certificates identified on Certificate and all distributions thereon after the Certificate ScheduleClosing 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, to and all rights of, of the holder of the Underlying Certificates Certificate after the Closing Date pursuant to the Underlying AgreementsAgreement. 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). (b) From time to time during the term of this Agreement the Depositor may assign, or cause to be assigned, to the Trust additional Underlying Certificates. Any such conveyance shall be either a contribution by the Depositor to the capital of the Trust or a sale. Each such assignment shall include, without limitation, all amounts payable to, and all rights of, the holder of the related Underlying Certificates after the applicable Transfer Date pursuant to the related Underlying Agreements. On each Transfer Date, the Depositor shall revise the Certificate Schedule to reflect the additional Underlying Certificates and deliver such revised schedule to the Owner Trustee, with a copy to the Collateral Agent. (c) In connection with each such transfer and assignment, the Depositor shall 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: (i) such Underlying Certificate, duly endorsed in the name of "Delta Funding Residual Holding Trust 2000-1," together with all documentation and opinions required under the related Underlying Agreement to obtain a duly issued and authenticated physical certificate evidencing such Underlying Certificate registered in such namethe name of "[The Bank of New York], as Indenture Trustee under the Indenture dated as of [ ], relating to IndyMac Trust SPMD [ ], IndyMac Notes, Series SPMD [ ]" or its nominee; (ii) a UCC Financing Statement covering the Underlying Certificate and all distributions thereon after the Closing Date and in and to the Underlying Agreement and executed by the Depositor as debtor/seller in favor of the Trust as secured party/buyer and the Indenture Trustee as its assignee; (iii) a copy (which may be on electronic media) of the Underlying Agreement; and (iiiiv) all other items relating to the foregoing as reasonably requested by the Owner Trustee or the Indenture Trustee. (db) The conveyance of the Trust Estate Underlying Certificate and all distributions thereon after the Closing Date and in and to the Underlying Agreement as contemplated hereby is absolute and is intended by the parties to constitute a sale or contribution of the Underlying Certificates Certificate and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that any such conveyance be deemed a pledge of security for a loan. If any 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, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trust a first priority perfected security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Estate, including, without limitation, the Underlying Certificates Certificate and all payments thereon from and after the Closing Date or Transfer Date, as applicable, (iii) the possession by the Owner Trustee on behalf of the Trust (or any subsequent assignee, including, without limitation, the Indenture Trustee) or its agent of the Underlying Certificates Certificate and 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 person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, 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 Owner Trustee on behalf of the Trust (or any subsequent assignee, including, without limitation, the Indenture Trustee) for the purpose of perfecting such security interest under applicable law. The Depositor 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 Certificates Certificate and all distributions thereon after the other assets of Closing Date and in and to the Trust EstateUnderlying Agreement, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement. In connection therewith, the Depositor shall file or cause to be filed financing statements under the Uniform Commercial Code with respect to the Trust Estate. (ec) The Owner Trustee hereby acknowledges the receipt by it transfer of the Trust EstateUnderlying Certificate and all distributions thereon after the Closing Date and in and to the Underlying Agreement, and declares that it holds and will hold the Trust Estate Underlying Certificate and all distributions thereon after the Closing Date and in and to the Underlying Agreement and that it holds and will hold all other assets and documents to be included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Certificateholders, all in accordance with the terms of this Agreement. (fd) Except as expressly provided herein and in Section 8.1the Indenture, neither the Depositor nor any Certificateholder shall be able to revoke the Trust established hereunder. Except as provided herein and in the Indenture, the Owner Trustee shall not assign, sell, dispose of or transfer any interest in, nor may the Depositor or any Certificateholder withdraw from the Trust, the Underlying Certificate or other asset constituting the Trust Estate.

Transfer of Trust Estate to Owner Trustee. (a) Effective as of the date hereof, the Depositor does MortgageIT Holdings hereby assignassigns, transfertransfers, and otherwise convey conveys to, and deposit deposits with, the REIT Sub-Trust, the initial Underlying Certificates identified on REIT Trust Estate, and MortgageIT hereby assigns, transfers, and otherwise conveys to, and deposits with, the Certificate ScheduleTRS Sub-Trust, the TRS Trust Estate, such conveyance conveyances to be made in exchange for the related Owner Trust Certificates. Such assignment includesIn connection with such transfer and assignment, without limitation, all amounts payable MortgageIT shall deliver to, and all rights ofdeposit with the TRS Sub-Trust, and MortgageIT Holdings shall deliver to, and deposit with the REIT Sub-Trust, the holder documents or instruments with respect to each Mortgage Loan so transferred and assigned in accordance with Section 2 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)Custodial Agreement. (b) From time to time during the term of this Agreement the Depositor may assign, or cause to be assigned, to the Trust additional Underlying Certificates. Any such conveyance shall be either a contribution by the Depositor to the capital of the Trust or a sale. Each such assignment shall include, without limitation, all amounts payable to, and all rights of, the holder of the related Underlying Certificates after the applicable Transfer Date pursuant to the related Underlying Agreements. On each Transfer Date, the Depositor shall revise the Certificate Schedule to reflect the additional Underlying Certificates and deliver such revised schedule to the Owner Trustee, with a copy to the Collateral Agent. (c) In connection with each transfer and assignment, the Depositor shall deliver or cause to be delivered to, and deposit or cause to be deposited with, the Trust each of the following documents or instruments relating to each Underlying Certificate: (i) such Underlying Certificate, duly endorsed in the name of "Delta Funding Residual Holding Trust 2000-1," together with all documentation and opinions required under the related Underlying Agreement to obtain a duly issued and authenticated physical certificate registered in such name; (ii) a copy (which may be on electronic media) of the Underlying Agreement; and (iii) all other items relating to the foregoing as reasonably requested by the Owner Trustee. (d) The conveyance of the assets constituting the related TRS Sub-Trust Estate by MortgageIT as contemplated hereby is absolute and is intended by the parties to constitute a sale or contribution of the Underlying Certificates and all other assets constituting the TRS Sub-Trust Estate by the Depositor MortgageIT to the TRS Sub-Trust. It isThe conveyance of the assets constituting the related REIT Sub-Trust Estate by MortgageIT Holdings as contemplated hereby is absolute and is intended by the parties to constitute a sale of the assets constituting the REIT Sub-Trust Estate by MortgageIT Holdings to the REIT Sub-Trust. Further, further, it is not intended that any such either conveyance be deemed a pledge of security for a loan. If any such either conveyance is deemed to be a pledge of security for a loan, however, the each 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 MortgageIT also intends and agrees that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, and (ii) the Depositor MortgageIT shall be deemed to have granted to the TRS Sub-Trust a first priority perfected security interest in the such Depositor's ’s entire right, title and interest in and to the assets constituting the TRS Sub-Trust Estate. MortgageIT Holdings also intends and agrees that, including, without limitation, the Underlying Certificates and all payments thereon from and after the Closing Date or Transfer Date, as applicablein such event, (iiii) the possession by the Owner Trustee on behalf of the Trust or its agent of the Underlying Certificates and such other items of property as this Agreement shall constitute instruments, money, negotiable documents or chattel paper, shall be deemed to be "possession by the secured party" or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest agreement under applicable law, and (ivii) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, MortgageIT Holdings shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of have granted to the Owner Trustee on behalf of the REIT Sub-Trust for the purpose of perfecting such a first priority security interest under applicable lawin such Depositor’s entire right, title and interest in and to the assets constituting the REIT Sub-Trust Estate. The Each Depositor 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 Certificates and the other assets of the related Sub-Trust Estate, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement. In connection therewith, the Depositor shall file or cause to be filed financing statements under the Uniform Commercial Code with respect to the Trust Estate. (ec) The Owner Trustee TRS Sub-Trust hereby acknowledges the receipt by it of the TRS Sub-Trust EstateEstate and such other documents and instruments referenced above, and declares that it holds and will hold the TRS Sub-Trust Estate and such documents and instruments and that it holds and will hold all other assets and documents to be included in the TRS Sub-Trust Estate, in trust for the exclusive use and benefit of all the respective present and future CertificateholdersHolders of the TRS Certificates. The REIT Sub-Trust hereby acknowledges the receipt by it of the REIT Sub-Trust Estate and such other documents and instruments referenced above, and declares that it holds and will hold the REIT Sub-Trust Estate and such documents and instruments and that it holds and will hold all other assets and documents to be included in the REIT Sub-Trust Estate, in trust for the exclusive use and benefit of the respective present and future Holders of the REIT Certificates. (fd) Except as expressly provided in Section 8.17.1, neither the Depositor nor any Certificateholder shall be able to revoke the Trust established hereunder. Except as provided in Sections 2.3, and 7.1 hereof, the Owner Trustee shall not assign, sell, dispose of or transfer any interest in, nor may either Depositor or any Certificateholder withdraw from the Trust, the assets constituting the Trust Estate. (e) Pursuant to Section 2.01 of the Loan Sale Agreement, MortgageIT, as a seller under the Loan Sale Agreement, may make capital contributions to the TRS Sub-Trust in connection with each sale of TRS Mortgage Loans and MortgageIT Holdings, as a seller under the Loan Sale Agreement, may make capital contributions to the REIT Sub-Trust in connection with each sale of REIT Mortgage Loans, in each case, in an amount specified in Section 2.01 of the Loan Sale 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, 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). (b) From time to time during the term of this Agreement the Depositor may assign, or cause to be assigned, to the Trust additional Underlying Certificates. Any such conveyance shall be either a contribution by the Depositor to the capital of the Trust or a sale. Each such assignment shall include, without limitation, all amounts payable to, and all rights of, the holder of the related Underlying Certificates after the applicable Transfer Date pursuant to the related Underlying Agreements. On each Transfer Date, the Depositor shall revise the Certificate Schedule to reflect the additional Underlying Certificates and deliver such revised schedule to the Owner Trustee, with a copy to the Collateral Agent. (c) In connection with each transfer and assignment, the Depositor shall deliver or cause to be delivered to, and deposit or cause to be deposited with, the Trust each of the following documents or instruments relating to each Underlying Certificate: (i) such Underlying Certificate, duly endorsed in the name of "Delta Funding Residual Holding Trust 2000-12," together with all documentation and opinions required under the related Underlying Agreement to obtain a duly issued and authenticated physical certificate registered in such name; (ii) a copy (which may be on electronic media) of the Underlying Agreement; and (iii) all other items relating to the foregoing as reasonably requested by the Owner Trustee. (d) The conveyance of the Trust Estate as contemplated hereby is absolute and is intended by the parties to constitute a sale or contribution of the Underlying Certificates and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that any such conveyance be deemed a pledge of security for a loan. If any 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, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trust a first priority perfected security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Estate, including, without limitation, the Underlying Certificates and all payments thereon from and after the Closing Date or Transfer Date, as applicable, (iii) the possession by the Owner Trustee on behalf of the Trust or its agent of the Underlying Certificates and 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 person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, 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 Owner Trustee on behalf of the Trust for the purpose of perfecting such security interest under applicable law. The Depositor 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 Certificates and the other assets of the Trust Estate, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement. In connection therewith, the Depositor shall file or cause to be filed financing statements under the Uniform Commercial Code with respect to the Trust Estate. (e) The Owner Trustee hereby acknowledges the receipt by it of the Trust Estate, and declares that it holds and will hold the Trust Estate and that it holds and will hold all other assets and documents to be included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Certificateholders. (f) Except as expressly provided in Section 8.1, neither the Depositor nor any Certificateholder shall be able to revoke the Trust established hereunder.

Transfer of Trust Estate to Owner Trustee. (a) Effective as As of the date hereof, the Depositor does 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. (b) Effective as of the Closing Date, the Depositor hereby assignsells, transfergrants, assigns, transfers, and otherwise convey conveys to, and deposit deposits with, the TrustOwner Trustee, and its successors, until this Trust Agreement terminates pursuant to Section 8.1, the initial Underlying Certificates identified on entire remaining portion of the Certificate ScheduleTrust Estate in addition to the Initial Trust Estate, such conveyance to be made in exchange for the Owner Trust Certificatesnet proceeds from the sale of the Notes on the Closing Date, together with any Notes not sold on such date. Such assignment includes, without limitation, all amounts payable toto the Depositor in respect of the Daiwa FLOWS Certificates from and including the date in December 1997 on which distributions are made on the Daiwa FLOWS Certificates pursuant to the Daiwa Pooling Agreement, and all rights of, the holder of the Underlying Certificates after the Closing Date pursuant Depositor in and 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). (b) From time to time during the term of this Agreement the Depositor may assign, or cause to be assigned, to the Trust additional Underlying Certificates. Any such conveyance shall be either a contribution by the Depositor to the capital of the Trust or a sale. Each such assignment shall include, without limitation, all amounts payable to, and all rights of, the holder of the related Underlying Daiwa FLOWS Certificates after the applicable Transfer Date pursuant to the related Underlying Agreements. On each Transfer DateIn connection with such transfer, the Depositor shall revise the Certificate Schedule to reflect the additional Underlying Certificates and deliver such revised schedule assigned to the Owner Trustee, Trust all of its rights against the Company with a copy respect to the Collateral Agent. (c) Trust Estate created pursuant to the Contribution Agreement. In connection with each such transfer and assignment, the Depositor shall 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 Underlying Certificatethe Daiwa FLOWS Certificates: (i) a duly issued and authenticated physical certificate evidencing such Underlying Certificate, duly Daiwa FLOWS Certificates endorsed in the name of "Delta Funding Residual Holding Trust 2000-1," blank, together with all documentation such Opinions of Counsel and opinions required under other documents as shall be necessary to cause registration of transfer of such Daiwa FLOWS Certificates to the related Underlying Agreement Indenture Trustee to be made and to obtain a duly issued and authenticated physical certificate evidencing such Daiwa FLOWS Certificates registered in such namethe name of the Indenture Trustee; (ii) copies of any Uniform Commercial Code Financing Statements, the filing of which is requested by the Indenture Trustee; (iii) a copy (which may be on electronic media) of the each related Underlying Agreement; and (iiiiv) all other items relating to the foregoing as may be reasonably requested by the Owner Trustee or the Indenture Trustee. (d) The conveyance of the Trust Estate as contemplated hereby is absolute and is intended by the parties to constitute a sale or contribution of the Underlying Certificates and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that any such conveyance be deemed a pledge of security for a loan. If any 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, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trust a first priority perfected security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Estate, including, without limitation, the Underlying Certificates and all payments thereon from and after the Closing Date or Transfer Date, as applicable, (iii) the possession by the Owner Trustee on behalf of the Trust or its agent of the Underlying Certificates and 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 person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, 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 Owner Trustee on behalf of the Trust for the purpose of perfecting such security interest under applicable law. The Depositor 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 Certificates and the other assets of the Trust Estate, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Agreement. In connection therewith, the Depositor shall file or cause to be filed financing statements under the Uniform Commercial Code with respect to the Trust Estate. (ec) The Owner Trustee hereby acknowledges the receipt by it of the Initial Trust EstateEstate and, upon delivery by or on behalf of the Depositor of the documents and instruments referenced in Section 2.1(b), will acknowledge receipt of the entire remaining portion of the Trust Estate in addition to the Initial Trust Estate and such other documents and instruments referenced above, and declares that it holds and will hold the entire Trust Estate and such documents and instruments and that it holds and will hold all other assets and documents to be included in the Trust Estate, Estate in trust for the exclusive use and benefit of all present and future Certificateholders. (f) . Except as expressly provided in Section 8.1, neither the Depositor nor any Certificateholder shall be able to may revoke the Trust established hereunder. Except as provided in Sections 4.2 and 8.1 hereof, the Owner Trustee shall not assign, sell, dispose of or transfer any interest in, nor may the Depositor or any Certificateholder withdraw from the Trust, any Daiwa FLOWS Certificates or other asset constituting the Trust Estate. Except as contemplated by the Indenture, the Owner Trustee shall not permit the Daiwa FLOWS Certificates or any other asset constituting the Trust Estate to be subjected to any lien, claim or encumbrance arising by, through or under the Owner Trustee or any person claiming by, through or under the Owner Trustee.

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 TrustOwner Trustee, and its successors, until this Deposit Trust Agreement terminates pursuant to Section 8.1, the initial Underlying Certificates identified on the Certificate Scheduleentire 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, 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 holders 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). (b) From time to time during the term of this Agreement the Depositor may assign, or cause to be assigned, to the Trust additional Underlying Certificates. Any such conveyance shall be either a contribution by the Depositor to the capital of the Trust or a sale. Each such assignment shall include, without limitation, all amounts payable to, and all rights of, the holder of the related Underlying Pledged Certificates after the applicable Transfer Date pursuant to the related Underlying Pledged Certificates Agreements. On each Transfer Date, the Depositor shall revise the Certificate Schedule to reflect the additional Underlying Certificates and deliver such revised schedule to the Owner Trustee, with a copy to the Collateral Agent. (c) In connection with each such transfer and assignment, the Depositor shall 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 Underlying Pledged Certificate: (i) either (A) if such Underlying CertificatePledged Certificate is held in fully registered, certificated form, a duly issued and authenticated physical certificate evidencing such Pledged Certificate endorsed in to "The Chase Manhattan Bank, as Indenture Trustee under the name Indenture, dated as of "Delta Funding Residual Holding December 20, 1996, relating to CRIIMI MAE Trust 2000I, Commercial Mortgage Bonds, Series 1996-1,C1" or its nominee, together with all documentation such Opinions of Counsel and opinions required under other documents as shall be necessary to cause registration of transfer of such Pledged Certificate to the related Underlying Agreement Indenture Trustee to be made and to obtain a duly issued and authenticated physical certificate evidencing such Pledged Certificate registered in the name of the Indenture Trustee or its nominee; or (B) if such namePledged Certificate is held in book-entry form, such instruments of transfer, directions, certificates or other documents as are necessary to cause registration of transfer of such Pledged Certificate on the books and records of the Depository and applicable Depository Participant (including, without limitation, the entity through whom the Indenture Trustee holds book-entry securities with the Depository); (ii) a Uniform Commercial Code Financing Statement covering the Trust Estate, executed by the Depositor as debtor in favor of the Trust as secured party and the Indenture Trustee as its assignee; (iii) a copy (which may be on electronic media) of the Underlying related Pledged Certificate Agreement; and (iiiiv) all other items relating to the foregoing as reasonably requested by the Owner Trustee or the Indenture Trustee. (db) The conveyance of the Pledged Certificates 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 or contribution of the Underlying Pledged Certificates and all other assets constituting the Trust Estate by the Depositor to the Trust. It is, further, not intended that any such conveyance be deemed a pledge of security for a loan. If any 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 Deposit Trust Agreement. The Depositor also intends and agrees that, in such event, (i) this Deposit Trust Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Owner Trustee on behalf of the Trust a first priority perfected security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Estate, including, without limitation, the Underlying Pledged Certificates and all payments thereon from and after the Closing Date or Transfer DateDecember 30, as applicable1996, (iii) the possession by the Owner Trustee on behalf of the Trust (or any subsequent assignee, including, without limitation, the Indenture Trustee) or its agent of the Underlying Pledged Certificates and such other items of property as constitute instruments, money, negotiable documents or chattel paper, paper shall be deemed to be "possession by the secured party" or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, 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 Owner Trustee on behalf of the Trust (or any subsequent assignee, including, without limitation, the Indenture Trustee) for the purpose of perfecting such security interest under applicable law. The Depositor shall, to the extent consistent with this Deposit Trust Agreement, take such reasonable actions as may be necessary to ensure that, if this Deposit Trust Agreement were deemed to create a security interest in the Underlying Pledged Certificates and the other assets of the Trust Estate, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the life of this Deposit Trust Agreement. In connection therewith, the Depositor shall file or cause to be filed financing statements under the Uniform Commercial Code with respect to the Trust Estate. (ec) The Owner Trustee hereby acknowledges the receipt by it of the Trust EstateEstate and such other documents and instruments referenced above, and declares that it holds and will hold the Trust Estate and such documents and instruments and that it holds and will hold all other assets and documents to be included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Certificateholders. (fd) Except as expressly provided in Section 8.1, neither the Depositor nor any Certificateholder shall be able to revoke the Trust established hereunder. Except as provided in Sections 4.2 and 8.1 hereof, the Owner Trustee shall not assign, sell, dispose of or transfer any interest in, nor may the Deposior or any Certificateholder withdraw from the Trust, any Pledged Certificate or other asset constituting the Trust Estate. Except as contemplated by the Indenture, the Owner Trustee shall not permit the Pledged Certificates or any other asset constituting the Trust Estate to be subjected to any lien, claim or encumbrance arising by, through or under the Owner Trustee or any person claiming by, through or under the Owner Trustee.