Common use of Acceptance by Custodian Clause in Contracts

Acceptance by Custodian. (a) The Custodian acknowledges, subject to the provisions of Section 2.1 and to any document exceptions reported pursuant to the Custodian's reviews as described below, receipt on behalf of the Trustee of the Mortgage Notes (or lost note affidavits and indemnities), the Mortgages, the assignments of the Mortgages and the Officer's Certificates referred to in Section 2.1 above, and declares that it holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it as Custodian for the benefit of the Trustee who holds such property in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Custodian acknowledges that, as of the date of the execution of this Agreement, the Mortgage Files have been delivered to the Custodian, and the Custodian has conducted a preliminary review of the Mortgage Files. The Custodian further acknowledges that such review included a review of the Mortgage Notes (or lost note affidavits and indemnities) to determine that the appropriate Mortgage Notes (or lost note affidavits and indemnities) have been delivered and endorsed in the manner set forth in Section 2.1(i). In connection with such review, on or prior to the Closing Date, the Custodian shall have delivered an exceptions report as to the Mortgage Files that the Custodian has in its possession indicating any discrepancies relating to such review and shall execute and deliver, or cause to be executed and delivered to the Depositor and the Trustee an Initial Certification, substantially in the form attached hereto as Exhibit C-1.

Acceptance by Custodian. (a) The Custodian acknowledges, subject to the provisions of Section 2.1 and to any document exceptions reported pursuant to the Custodian's reviews as described below, receipt on behalf of the Trustee of the Mortgage Notes (or lost note affidavits and indemnities), the Mortgages, the assignments of the Mortgages and the Officer's Certificates referred to in Section 2.1 above, and declares that it holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it as Custodian for the benefit of the Trustee who holds such 41 property in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Custodian acknowledges that, as of the date of the execution of this Agreement, the Mortgage Files have been delivered to the Custodian, and the Custodian has conducted a preliminary review of the Mortgage Files. The Custodian further acknowledges that such review included a review of the Mortgage Notes (or lost note affidavits and indemnities) to determine that the appropriate Mortgage Notes (or lost note affidavits and indemnities) have been delivered and endorsed in the manner set forth in Section 2.1(i). In connection with such review, on or prior to the Closing Date, the Custodian shall have delivered an exceptions report as to the Mortgage Files that the Custodian has in its possession indicating any discrepancies relating to such review and shall execute and deliver, or cause to be executed and delivered to the Depositor and the Trustee an Initial Certification, substantially in the form attached hereto as Exhibit C-1.

Acceptance by Custodian. (a) The Custodian acknowledges, subject to the provisions of Section 2.1 and to any document exceptions reported pursuant to the Custodian's reviews as described belowbelow (or such reviews by the sub-custodian on its behalf), receipt on behalf of the Trustee of the Mortgage Notes (or lost note affidavits and indemnities), the Mortgages, the assignments of the Mortgages and the Officer's Certificates referred to in Section 2.1 above, and declares that it it, or the sub-custodian, as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it as Custodian for the benefit of the Trustee who holds such property in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Custodian acknowledges that, as of the date of the execution of this Agreement, the Mortgage Files have been delivered to the Custodian, or the sub-custodian, as its agent, and the Custodian has conducted a preliminary review (or caused such review by the sub-custodian on its behalf) of the Mortgage Files. The Custodian further acknowledges that such review included a review of the Mortgage Notes (or lost note affidavits and indemnities) to determine that the appropriate Mortgage Notes (or lost note affidavits and indemnities) have been delivered and endorsed in the manner set forth in Section 2.1(i). In connection with such review, on or prior to the Closing Date, the Custodian shall have delivered an exceptions report as to the portions of the Mortgage Files that the Custodian has in its possession indicating any discrepancies relating to such review. In addition, the Custodian agrees, for the benefit of the Trustee acting for the benefit of the Certificateholders, to review (directly or through a sub-custodian) each Mortgage File within 150 days, or with respect to assignments which must be recorded, within 180 days, after execution of this Agreement and to certify (or cause the sub-custodian to certify) in substantially the form attached hereto as Exhibit C that all required documents set forth in items (i), (ii) and (v) and, to the extent delivered to the Custodian or the sub-custodian, items (iii) and (iv) of Section 2.1 have been executed and received, and that such documents relate to the Loans identified in Exhibit D annexed hereto, and in so doing the Custodian and sub-custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. The Custodian shall have no duty to verify or determine whether any Mortgage File should contain documents described in Sections 2.1(iii) and (iv). The Custodian and the sub-custodian shall be under no duty or obligation to inspect, review or make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Custodian makes no representations as to (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File or any of the Loans identified on the Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Loan. If at the conclusion of such 150-day period or 180-day period the Custodian discovers, or receives notice from a sub- custodian that, any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Loans identified in said Exhibit D (each such finding, a "material defect"), the Custodian shall promptly notify the Depositor, and shall within 90 days thereafter, provide the Depositor an updated report as to the completeness of the Mortgage File for each Mortgage Loan with any applicable exceptions noted thereon. The Depositor shall have a period of 90 days after the REMIC has received notice to correct or cure any such material defect; provided, however, that if the Custodian or the sub-custodian shall not have received a document by reason of the fact that such document shall not have been returned by the appropriate recording office then the Depositor shall have until a date one year later from the Cut-Off Date to correct or cure such defect. The Depositor hereby covenants and agrees that, if any such material defect as defined above is not corrected or cured, the Depositor will, within 90 days of the REMIC having received notice, either (i) repurchase the related Loan at a price equal to 100% of the Principal Balance of such Loan (or any property acquired in respect thereof) plus accrued interest on such Principal Balance at the applicable Mortgage Interest Rate to the next scheduled Due Date of such Loan or (ii) substitute for any Loan to which such material defect relates a different mortgage loan (a "Substitute Loan") maturing no later than and not more than two years earlier than the Loan being substituted for and having a principal balance equal to or less than the loan being substituted for and a Mortgage Interest Rate equal to or greater than the Mortgage Interest Rate of the Loan being substituted for, a Loan-to-Value Ratio equal to or less than the Loan-to-Value Ratio of the Loan being substituted for and otherwise having such characteristics so that the representations and warranties of the Depositor set forth in Section 2.3 hereof would not have been incorrect had such Substitute Loan originally been a Loan; provided, however, that if the Principal Balance of the original Loan exceeds the principal balance of the Substitute Loan, an amount equal to that difference shall be deposited by the Depositor in the Certificate Account; provided, further, however, that no such substitution may occur after 90 days of the Closing Date unless the Trustee shall have received from the Depositor an Opinion of Counsel to the effect that such substitution will not adversely affect the REMIC status of REMIC I or REMIC II or constitute a prohibited transaction or substitution under the REMIC provisions of the Code, and, if applicable, within the meaning of the REMIC Provisions of the particular State, if any, which would impose a tax on the Trust Fund. Monthly Payments due with respect to Substitute Loans in the month of substitution are not a part of the Trust Fund and will be retained by the Servicer. The Depositor shall notify each Rating Agency of any such substitution. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due on the Loan being substituted for in such month. The purchase price for the repurchased Loan or property shall be deposited by the Depositor in the Certificate Account and in the case of a Substitute Loan, the Mortgage File relating thereto shall be delivered to the Custodian or the sub-custodian. Upon receipt by the Custodian or the sub-custodian of written notification of such deposit signed by a Servicing Officer or the new Mortgage File, as the case may be, and an Officer's Certificate that such repurchase or substitution is in accordance with this Agreement, the Custodian or sub-custodian (pursuant to the sub-custodial agreement) shall release or cause to be released to the Depositor the related Mortgage File for the Loan being repurchased or substituted for, as the case may be, and shall execute and deliver, deliver or cause to be executed and delivered such instrument of transfer or assignment presented to it by the Depositor, in each case without recourse, as shall be necessary to transfer to the Depositor the Custodian's interest in such original or repurchased Loan or property and the Custodian and the sub-custodian shall have no further responsibility with regard to such Loan. It is understood and agreed that the obligation of the Depositor to substitute a new Loan for or repurchase any Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee an Initial Certificationon behalf of Certificateholders, substantially but such obligation shall survive termination of this Agreement. Neither the Trustee nor the Custodian shall be responsible for determining whether any assignment or mortgage delivered pursuant to Section 2.1(ii) is in the recordable form attached hereto as Exhibit C-1or, if recorded, has been properly recorded.

Acceptance by Custodian. (a) The Custodian acknowledges, subject to the provisions of Section 2.1 and to any document exceptions reported pursuant to the Custodian's reviews as described belowbelow (or such reviews by the sub- custodian on its behalf), receipt on behalf of the Trustee of the Mortgage Notes (or lost note affidavits and indemnities), the Mortgages, the assignments of the Mortgages and the Officer's Certificates referred to in Section 2.1 above, and declares that it it, or the sub-custodian, as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it as Custodian for the benefit of the Trustee who holds such property in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. The Custodian acknowledges that, as of the date of the execution of this Agreement, the Mortgage Files have been delivered to the Custodian, or the sub- custodian, as its agent, and the Custodian has conducted a preliminary review (or caused such review by the sub-custodian on its behalf) of the Mortgage Files. The Custodian further acknowledges that such review included a review of the Mortgage Notes (or lost note affidavits and indemnities) to determine that the appropriate Mortgage Notes (or lost note affidavits and indemnities) have been delivered and endorsed in the manner set forth in Section 2.1(i). In connection with such review, on or prior to the Closing Date, the Custodian shall have delivered an exceptions report as to the portions of the Mortgage Files that the Custodian has in its possession indicating any discrepancies relating to such review and shall execute and deliver, or cause to be executed and delivered to the Depositor and the Trustee an Initial Certification, substantially in the form attached hereto as Exhibit C-1.