Common use of Acceptance by Owner Trustee and Acknowledgement by Indenture Trustee Clause in Contracts

Acceptance by Owner Trustee and Acknowledgement by Indenture Trustee. Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Assets and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Assets” be delivered to the Indenture Trustee (or the Custodian) on its behalf. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt by it (or by the Custodian on its behalf) of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(b)(v)), the Underlying Securities, each Rate Protection Agreement and all other assets included in the definition of “Trust Assets,” and declares that it holds and will hold the Underlying Securities, such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Assets” from time to time in trust for the benefit of all present and future Securityholders. At or prior to the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], the Indenture Trustee or the Custodian shall certify in substantially the form attached hereto as Exhibit B that with respect to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification) the related Mortgage File contains the documents specified in Exhibit B. The Indenture Trustee agrees, for the benefit of the Securityholders, to review, or to cause the Custodian to review, each Mortgage File within [ ] days after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)] (or, with respect to any document delivered after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], within [ ] days of receipt and with respect to any Qualified Substitute Mortgage Loan, within [ ] days after the assignment thereof) and to certify, or to cause the Custodian to certify, in substantially the form attached hereto as Exhibit C that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii) of the definition of Mortgage Loan Schedule contained herein accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian is under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. In addition, the Indenture Trustee makes no representation or warranty regarding collectibility, insurability, effectiveness or suitability of any Mortgage Loan. Prior to the first anniversary date of this Agreement, the Indenture Trustee or the Custodian shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee or the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee or the Custodian shall so notify the Depositor. In addition, upon the discovery by the Indenture Trustee, the Custodian, the Depositor or the Master Servicer (or upon receipt by the Indenture Trustee or the Custodian of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement in respect of any other Mortgage Loan or by the Depositor in this Agreement which materially adversely affects such Mortgage Loan or the interests of the related Securityholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

Acceptance by Owner Trustee and Acknowledgement by Indenture Trustee. Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Assets and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Assets” be delivered to the Indenture Trustee (or the Custodian) on its behalf. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt by it (or by the Custodian on its behalf) of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(b)(v2.01(v)), the Underlying Securities, each Rate Protection Agreement and all other assets included in the definition of “Trust Assets,” and declares that it holds and will hold the Underlying Securities, such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Assets” from time to time in trust for the benefit of all present and future Securityholders. At or prior to the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], the Indenture Trustee or the Custodian shall certify in substantially the form attached hereto as Exhibit B that with respect to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification) the related Mortgage File contains the documents specified in Exhibit B. The Indenture Trustee agrees, for the benefit of the Securityholders, to review, or to cause the Custodian to review, each Mortgage File within [ ] days after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)] (or, with respect to any document delivered after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], within [ ] days of receipt and with respect to any Qualified Substitute Mortgage Loan, within [ ] days after the assignment thereof) and to certify, or to cause the Custodian to certify, in substantially the form attached hereto as Exhibit C that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii) of the definition of Mortgage Loan Schedule contained herein accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian is under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. In addition, the Indenture Trustee makes no representation or warranty regarding collectibility, insurability, effectiveness or suitability of any Mortgage Loan. Prior to the first anniversary date of this Agreement, the Indenture Trustee or the Custodian shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee or the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee or the Custodian shall so notify the Depositor. In addition, upon the discovery by the Indenture Trustee, the Custodian, the Depositor or the Master Servicer (or upon receipt by the Indenture Trustee or the Custodian of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement in respect of any other Mortgage Loan or by the Depositor in this Agreement which materially adversely affects such Mortgage Loan or the interests of the related Securityholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

Acceptance by Owner Trustee and Acknowledgement by Indenture Trustee. Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Assets and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Assets” be delivered to the Indenture Trustee (or the Custodian) on its behalf. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt by it (or by the Custodian on its behalf) of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(b)(v2.01(v)), the Underlying Securities, each Rate Protection Agreement and all other assets included in the definition of “Trust Assets,” and declares that it holds and will hold the Underlying Securities, such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Assets” from time to time in trust for the benefit of all present and future Securityholders. At or prior to the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], the Indenture Trustee or the Custodian shall certify in substantially the form attached hereto as Exhibit B that with respect to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification) the related Mortgage File contains the documents specified in Exhibit B. The Indenture Trustee agrees, for the benefit of the Securityholders, to review, or to cause the Custodian to review, each Mortgage File within [ ] days after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)] (or, with respect to any document delivered after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], within [ ] days of receipt and with respect to any Qualified Substitute Mortgage Loan, within [ ] days after the assignment thereof) and to certify, or to cause the Custodian to certify, in substantially the form attached hereto as Exhibit C that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii) of the definition of Mortgage Loan Schedule contained herein accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian is under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. In addition, the Indenture Trustee makes no representation or warranty regarding collectibility, insurability, effectiveness or suitability of any Mortgage Loan. Prior to the first anniversary date of this Agreement, the Indenture Trustee or the Custodian shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee or the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee or the Custodian shall so notify the Depositor. In addition, upon the discovery by the Indenture Trustee, the Custodian, the Depositor or the Master Servicer (or upon receipt by the Indenture Trustee or the Custodian of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Purchase Sale Agreement in respect of any other Mortgage Loan or by the Depositor in this Agreement which materially adversely affects such Mortgage Loan or the interests of the related Securityholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.