Common use of Acceptance of Trust Estate; Review of Documentation Clause in Contracts

Acceptance of Trust Estate; Review of Documentation. 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 and included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Estate” be delivered to the Indenture Trustee (or the Custodian) on its behalf. The Indenture Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, 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, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Estate” and declares that, in its capacity as Custodian, it holds and will hold 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 Estate” in trust for the exclusive use and benefit of all present and future Securityholders. The Indenture Trustee further agrees, for the benefit of the Securityholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Issuer, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit A-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) 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 reviewed by it pursuant to 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), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, enforceable, sufficient, nor shall the Indenture Trustee have any responsibility to determine the perfection or priority of any instrument appropriate for the represented purpose or that they have actually been recorded, are in recordable form sufficient to be recorded, or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Indenture Trustee shall deliver to the Depositor, the Issuer and the Seller a final certification in the form annexed hereto as Exhibit A-3 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 finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements as specifically set forth herein, at the conclusion of its review the Indenture Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor, the Issuer and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Indenture Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that 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 to this Agreement. Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the Indenture Trustee, any Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. Upon execution of this Agreement, the Depositor hereby delivers to the Indenture Trustee and the Indenture Trustee acknowledges a receipt of the Mortgage Loan Purchase Agreement and each Servicing Agreement.

Acceptance of Trust Estate; Review of Documentation. (a) Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, Trustee acknowledges receipt of the assets transferred by the Depositor and as the assets included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Estate” be delivered to the Indenture Trustee (or the Custodian) on its behalf. The Indenture Trustee hereby accepts Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its appointment as Custodian hereunder and acknowledges behalf of the receiptMortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the provisions of Section 2.01 and subject to Trustee, or by the review described below and any exceptions noted Custodian on the exception report described in the next paragraph below, behalf of the documents referred to in Trustee, under this Section 2.01 above and all other assets included in the definition of “Trust Estate” and declares that, in its capacity as Custodian, it holds and will hold 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 Estate” in trust for the exclusive use and benefit of all present and future Securityholders2.02. The Indenture Trustee further agreesTrustee, for or the benefit Custodian on behalf of the SecurityholdersTrustee, to review each Mortgage File delivered to it and to certify will execute and deliver to the Depositor, the IssuerServicers, the Seller Subservicer (and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit A-2, within 90 days after Trustee if delivered by the Custodian) on the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) 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 reviewed by it pursuant to 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), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, enforceable, sufficient, nor shall the Indenture Trustee have any responsibility to determine the perfection or priority of any instrument appropriate for the represented purpose or that they have actually been recorded, are in recordable form sufficient to be recorded, or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Indenture Trustee shall deliver to the Depositor, the Issuer and the Seller a final certification an Initial Certification in the form annexed hereto as Exhibit A-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, A-1 (or 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 finds any document or documents constituting a part of a Mortgage File to be missing or not conforming form annexed to the requirements Custodial Agreement as specifically set forth hereinExhibit 1, at the conclusion Receipt of its review the Indenture Trustee (or the Custodian as its designated agentMortgage Certificates) shall promptly notify the Seller, the Depositor, the Issuer and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Indenture Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan certifying that 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 pursuant to the other parties to this Agreement. Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the Indenture Trustee, any Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. Upon execution of this Custodial Agreement, the Depositor hereby delivers applicable Originator delivered and released to the Indenture Trustee Custodian, subject to and the Indenture Trustee acknowledges a receipt of in accordance with the Mortgage Loan Purchase Agreement and each the Servicing Agreement as modified by the Assignment, Assumption and Recognition Agreement, the documents listed in Section 2.01(b) hereof.

Acceptance of Trust Estate; Review of Documentation. 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 and included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Estate” be delivered to the Indenture Trustee (or the Custodian) applicable Custodian on its behalf. The Indenture Trustee hereby accepts its appointment as shall cause each Custodian hereunder and acknowledges to acknowledge the receipt, 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, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Estate” and declares that, in its capacity as Custodian, shall cause each Custodian to declare that it holds and will hold 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 Estate” in trust for the exclusive use and benefit of all present and future Securityholders. The Indenture Trustee further agreesagrees to cause each Custodian, for the benefit of the Securityholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Issuer, the Seller Seller, the Indenture Trustee and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit A-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) 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 reviewed by it pursuant to 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), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee neither Custodian is under no a duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, enforceable, sufficient, nor shall the Indenture Trustee have any responsibility to cause either Custodian to determine the perfection or priority of any instrument appropriate for the represented purpose or that they have actually been recorded, are in recordable form sufficient to be recorded, or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Indenture Trustee shall cause each Custodian to deliver to the Depositor, the Issuer Issuer, the Indenture Trustee and the Seller a final certification in the form annexed hereto as Exhibit A-3 evidencing the completeness of the applicable 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 either Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements as specifically set forth herein, at the conclusion of its such Custodian’s review the Indenture Trustee (or shall cause the applicable Custodian as its designated agent) shall to promptly notify the Seller, the Depositor, the Issuer Issuer, the Indenture Trustee and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Indenture Trustee either Custodian of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that 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 to this Agreement. Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the Indenture Trustee, any Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. Upon execution of this Agreement, the Depositor hereby delivers to the Indenture Trustee each Custodian and the Indenture Trustee acknowledges shall cause each Custodian to acknowledge a receipt of the Mortgage Loan Purchase Agreement and each Servicing Agreement.

Acceptance of Trust Estate; Review of Documentation. 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 and included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Estate” be delivered to the Indenture Trustee (or the Custodian) Custodian on its behalf. The Indenture Trustee hereby accepts its appointment as shall cause the Custodian hereunder and acknowledges to acknowledge the receipt, 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, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Estate” and declares that, in its capacity as Custodian, shall cause the Custodian to declare that it holds and will hold 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 Estate” in trust for the exclusive use and benefit of all present and future Securityholders. The Indenture Trustee further agreesagrees to cause the Custodian, for the benefit of the Securityholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Issuer, the Seller Seller, the Indenture Trustee and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit A-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) 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 reviewed by it pursuant to 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), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee Custodian is not under no a duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, enforceable, sufficient, nor shall the Indenture Trustee have any responsibility to cause the Custodian to determine the perfection or priority of any instrument appropriate for the represented purpose or that they have actually been recorded, are in recordable form sufficient to be recorded, or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Indenture Trustee shall cause the Custodian to deliver to the Depositor, the Issuer Issuer, the Indenture Trustee and the Seller a final certification in the form annexed hereto as Exhibit A-3 evidencing the completeness of the applicable 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 Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements as specifically set forth herein, at the conclusion of its the Custodian’s review the Indenture Trustee (or shall cause the Custodian as its designated agent) shall to promptly notify the Seller, the Depositor, the Issuer Issuer, the Indenture Trustee and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Indenture Trustee Custodian of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that 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 to this Agreement. Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the Indenture Trustee, any the Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. Upon execution of this Agreement, the Depositor hereby delivers to the Indenture Trustee Custodian and the Indenture Trustee acknowledges shall cause the Custodian to acknowledge a receipt of the Mortgage Loan Purchase Agreement and each the Servicing Agreement.

Acceptance of Trust Estate; Review of Documentation. (a) 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 and included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “"Trust Estate” " be delivered to the Indenture Trustee (or the Custodian) on its behalf. 83836 Xxxxxxxxx 2003-4 [10203-023] Sale and Servicing Agreement The Indenture Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, 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, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Estate” " and declares that, in its capacity as Custodian, it holds and will hold 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 Estate” " in trust for the exclusive use and benefit of all present and future Securityholders. The Indenture Trustee further agrees, for the benefit of the Securityholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Issuer, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit A-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) 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 reviewed by it pursuant to 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), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, valid, enforceable, sufficient, nor shall the Indenture Trustee have any responsibility to determine the perfection or priority of any instrument appropriate for the represented purpose or that they have actually been recorded, are in recordable form sufficient to be recorded, or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Indenture Trustee shall deliver to the Depositor, the Issuer and the Seller a final certification in the form annexed hereto as Exhibit A-3 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 finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements as specifically set forth herein, at the conclusion of its review the Indenture Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor, the Issuer and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Indenture Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage 83836 Xxxxxxxxx 2003-4 [10203-023] Sale and Servicing Agreement 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 to this Agreement. Nothing in this Agreement shall be construed to constitute an assumption by the Trust Estate, the Indenture Trustee, any Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. Upon execution of this Agreement, the Depositor hereby delivers to the Indenture Trustee and the Indenture Trustee acknowledges a receipt of the Mortgage Loan Purchase Agreement and each Servicing Agreement.