Common use of Execution and Delivery of Owner Trust Certificates Clause in Contracts

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The rights of the Certificateholders to receive distributions from the proceeds of the Trust in respect of the Owner Trust Certificates shall be as set forth in this Agreement. (b) The Owner Trust Certificates will be substantially in the form attached hereto as Exhibit A; provided, however, that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositor, be executed by the Trust and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit A, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The Owner Trust Certificates will consist of [three] Classes designated as the "Class [P] Certificates", the "Class [XS] Certificates" and the "Class [R] Certificates". The rights of the respective Classes of Certificateholders to receive distributions from the proceeds of the Trust in respect of the their Owner Trust Certificates Certificates, and all ownership interests of the respective Classes of Certificateholders in such distributions, shall be as set forth in this Deposit Trust Agreement. (b) The Owner Trust Certificates will be substantially in the form respective forms attached hereto as Exhibit AExhibits A-1 through A-3; provided, however, provided that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Deposit Trust Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. The Owner Trust Certificates will be issuable in registered form only, in minimum denominations representing not less than a [25%] Percentage Interest in the relevant Class. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositorissue, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Deposit Trust Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit AA-1 through Exhibit A-3, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The Owner Trust Certificates will consist of three Classes designated as the "Class P Certificates", the "Class XS Certificates" and the "Class R Certificates". The rights of the respective Classes of Certificateholders to receive distributions from the proceeds of the Trust in respect of the their Owner Trust Certificates Certificates, and all ownership interests of the respective Classes of Certificateholders in such distributions, shall be as set forth in this Deposit Trust Agreement. (b) The Owner Trust Certificates will be substantially in the form respective forms attached hereto as Exhibit AExhibits A-1 through A-3; provided, however, provided that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Deposit Trust Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. The Owner Trust Certificates will be issuable in registered form only, representing not less than a 25% Percentage Interest in the relevant Class. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositorissue, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Deposit Trust Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit AA-1 through Exhibit A-3, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The Owner Trust Certificates will consist of two Classes designated as the "Class A Certificates" and the "Class R Certificates". The rights of the respective Classes of Certificateholders to receive distributions from the proceeds of the Trust in respect of the their Owner Trust Certificates Certificates, and all ownership interests of the respective Classes of Certificateholders in such distributions, shall be as set forth in this Deposit Trust Agreement. (b) The Owner Trust Certificates will be substantially in the form respective forms attached hereto as Exhibit AExhibits A-1 and A-2; provided, however, provided that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Deposit Trust Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. The Owner Trust Certificates will be issuable in registered form only, representing not less than a 25% Percentage Interest in the relevant Class. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositorissue, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Deposit Trust Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit AA-1 and Exhibit A-2, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the DepositorCompany, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Owner Trust. The rights of the Certificateholders Holders of the respective Classes of Owner Trust Certificates to receive distributions from the proceeds of the Trust Estate in respect of the their Owner Trust Certificates Certificates, and all ownership interests of such Holders in such distributions, shall be as set forth in this Agreement. (b) The Owner Trust Class P, Class XS and Class R Certificates will shall be substantially in the form forms attached hereto as Exhibit A; providedEXHIBIT A-1, howeverEXHIBIT A-2, and EXHIBIT A-3, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ovided that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, variations and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. The Owner Trust Certificates of each Class shall be issuable in registered and certificated form only, representing not less than a 25% Percentage Interest in such Class. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositorissue, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the DepositorCompany. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Owner Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form forms set forth on the signature page pages of the form respective forms of Owner Trust Certificates attached as Exhibit AEXHIBITS A-1, A-2 and A-3, executed by the Certificate C▇▇▇▇▇▇▇▇te Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The Owner Trust Certificates will consist of [three] Classes designated as the "Class [P] Certificates", the "Class [XS] Certificates" and the "Class [R] Certificates". The rights of the respective Classes of Certificateholders to receive distributions from the proceeds of the Trust in respect of the their Owner Trust Certificates Certificates, and all ownership interests of the respective Classes of Certificateholders in such distributions, shall be as set forth in this Deposit Trust Agreement. (b) The Owner Trust Certificates will be substantially in the form respective forms attached hereto as Exhibit AExhibits A-1 through A-3; provided, however, provided that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Deposit Trust Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. The Owner Trust Certificates will be issuable in registered form only, in minimum denominations representing not less than a ____% Percentage Interest in the relevant Class. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositorissue, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Deposit Trust Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit AA-1 through Exhibit A-3, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee shall, on the date hereof, execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The rights of the Certificateholders to receive distributions from the proceeds of the Trust in respect of the Owner Trust Certificates shall be as set forth in this Agreement. (b) The Owner Trust Certificates will be substantially in the form attached hereto as Exhibit A; provided, however, that any of the Owner Trust Certificates may at the request of the Depositor be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositor, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit A, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.

Execution and Delivery of Owner Trust Certificates. (a) The Owner Trustee on behalf of the Trust shall, on the date hereof, hereof execute and cause to be authenticated and delivered to and or upon the order of the (i) MortgageIT Holdings, as a Depositor, the Owner Trust REIT Certificates in authorized denominations evidencing the entire beneficial ownership of the REIT Sub-Trust and (ii) MortgageIT, as a Depositor, the TRS Certificates evidencing the entire beneficial ownership of the TRS Sub-Trust. The Owner Trust Certificates shall evidence separate beneficial ownership interests in each of the two Sub-Trusts of the Trust and the related Sub-Trust Estates. The rights of the Certificateholders to receive distributions from the proceeds of the Trust in respect of the Owner Trust Certificates shall be as set forth in this Agreement. (b) The Owner Trust Certificates will be substantially in the form forms attached hereto as Exhibit AA-1 and Exhibit A-2; provided, however, that any of the Owner Trust Certificates may at the request of the Depositor any Certificateholder be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent consistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. (c) Each Owner Trust Certificate may be printed or be in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue and at the direction of the Depositorissue, be executed by the Trust Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the related Depositor. All Owner Trust Certificates shall be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Owner Trustee, not individually, but solely as Owner Trustee hereunder. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner TrusteeTrust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit A, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their authentication.