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

Acceptance of Trust Fund; Review of Documentation. (a) The Trustee, by execution and delivery hereof, acknowledges receipt by it of the Mortgage Files pertaining to the Mortgage Loans delivered on or before the Closing Date. (b) On the Closing Date, the Trustee will execute and deliver to the Depositor and Servicer an Initial Certification with respect to the Mortgage Loans delivered on or before the Closing Date, as applicable. The Trustee shall not be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. (c) Within 90 days after the Closing Date, the Trustee will deliver a Final Certification with any applicable exceptions noted therein. The Trustee shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. The Trustee shall not have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser. (d) If in the course of the review described in paragraphs (b) and (c) above the Trustee discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as applicable (each, a “Material Defect”), the Trustee shall identify the Mortgage Loan to which such Material Defect relates in the Final Certification delivered to the Depositor. Within 90 days of their receipt of such notice, the Originator shall be required to cure such Material Defect (and, in such event, the Originator shall provide the Trustee with an Officer’s Certificate confirming that such cure has been effected). If the Originator does not so cure such Material Defect, the Originators shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Price. The Originator may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 3.6, substitute for such Mortgage Loan a Qualified Substitute Mortgage Loan subject to the provisions of Section 2.5, provided that such substitution occurs within two years of the Closing Date. The failure of the Trustee to deliver the Final Certification shall not affect or relieve the Originator of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. (e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Servicer or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.

Acceptance of Trust Fund; Review of Documentation. (a) The Trustee, by execution and delivery hereof, acknowledges receipt by it of the Mortgage Files pertaining to the Mortgage Loans delivered listed on or before the Closing Date. (b) On Mortgage Loan Schedule, subject to review thereof by the Closing Date, the Trustee under this Section 2.2. The Trustee will execute and deliver to the Depositor Depositor, the Master Servicer and the Servicer on the Closing Date an Initial Certification with respect to the Mortgage Loans delivered on or before the Closing Date, as applicable. The Trustee shall not be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their faceCertification. (cb) Within 90 45 days after the Closing Date, the Trustee will will, for the benefit of Securityholders, review each Mortgage File to ascertain that all required documents have been received and appear on their face to contain the requisite signatures by or on behalf of the respective parties thereto, and shall deliver a Final to the Depositor, the Master Servicer and the Servicer an Interim Certification with in the form annexed hereto as Exhibit E-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid in full or any specifically identified in such certification as not covered by such certification), (i) all of the applicable exceptions noted thereindocuments required to be in the Mortgage File are in its possession and (ii) such documents have been reviewed by it and appear to relate to such Mortgage Loan. The Trustee shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. The Trustee shall not have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser. (dc) If in the course of the review described in paragraphs paragraph (b) and (c) above the Trustee discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as applicable (each, a “Material Defect”), the Trustee Trustee, discovering such Material Defect shall identify the Mortgage Loan to which such Material Defect relates in the Final Initial Certification delivered to the DepositorDepositor and the Master Servicer. Within 90 days of their its receipt of such notice, the Originator Seller shall be required to cure such Material Defect (and, in such event, the Originator Seller shall provide the Trustee with an Officer’s Certificate confirming that such cure has been effected). If the Originator Seller does not so cure such Material Defect, if a loss has been incurred with respect to such Mortgage Loan that would, if such Mortgage Loan were not purchased from the Originators Trust Fund, constitute a Realized Loss, and such loss is attributable to the failure of the Seller to cure such Material Defect, the Seller shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Seller, upon mutual agreement with the Trustee each acting in good faith, absent such Material Defect, such loss would not have been incurred. The Originator Seller may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 3.62.2, substitute for such Mortgage Loan a Qualified Substitute Mortgage Loan subject to the provisions of Section 2.5, provided that such substitution occurs within two years of the Closing Date3.5. The failure of the Trustee to deliver the Final Initial Certification on the Closing Date shall not affect or relieve the Originator Seller of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 2.2 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. (d) Within 180 days following the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Servicer a Final Certification evidencing the completeness of the Mortgage Files in its possession or control, with any exceptions noted thereto. (e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Servicer Trustee or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. (f) Notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges that the Trustee shall perform the applicable review of the Mortgage Loans and respective certifications thereof as provided herein.

Acceptance of Trust Fund; Review of Documentation. (a) Subject to the provisions of Section 2.1, the Issuer acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Fund and has directed that the Mortgage Files and all other assets included in the definition of “Trust Fund” be delivered to the Indenture Trustee on its behalf. The Indenture Trustee, by execution and delivery hereof, acknowledges receipt by it of the Mortgage Files pertaining to the Mortgage Loans delivered listed on or before the Closing Date. (b) On Mortgage Loan Schedule, subject to review thereof by the Closing DateIndenture Trustee, the under this Section 2.2. The Indenture Trustee will execute and deliver to the Depositor and Depositor, the Master Servicer, the Servicer on the Closing Date an Initial Certification with respect to the Mortgage Loans delivered on or before the Closing Date, as applicable. The Trustee shall not be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their faceform annexed hereto as Exhibit A-1. (cb) Within 90 45 days after the Closing Date, the Indenture Trustee will will, for the benefit of Securityholders, review each Mortgage File to ascertain that all required documents have been received and appear on their face to contain the requisite signatures by or on behalf of the respective parties thereto, and shall deliver a Final to the Depositor, the Master Servicer and the Servicer an Interim Certification with in the form annexed hereto as Exhibit A-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid in full or any specifically identified in such certification as not covered by such certification), (i) all of the applicable exceptions noted thereindocuments required to be in the Mortgage File are in its possession and (ii) such documents have been reviewed by it and appear to relate to such Mortgage Loan. The Indenture Trustee shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. The Indenture Trustee shall not have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser. (dc) If in the course of the review described in paragraphs paragraph (b) and (c) above the Indenture Trustee discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as applicable (each, a “Material Defect”), the Trustee Indenture Trustee, discovering such Material Defect shall identify the Mortgage Loan to which such Material Defect relates in the Final Interim Certification delivered to the DepositorDepositor and the Master Servicer. Within 90 days of their its receipt of such notice, the Originator Seller shall be required to cure such Material Defect (and, in such event, the Originator Seller shall provide the Indenture Trustee with an Officer’s Certificate confirming that such cure has been effected). If the Originator Seller does not so cure such Material Defect, if a loss has been incurred with respect to such Mortgage Loan that would, if such Mortgage Loan were not purchased from the Originators Trust Fund, constitute a Realized Loss, and such loss is attributable to the failure of the Seller to cure such Material Defect, the Seller shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Seller, upon mutual agreement with the Indenture Trustee each acting in good faith, absent such Material Defect, such loss would not have been incurred. The Originator Seller may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 3.62.2, substitute for such Mortgage Loan a Qualified Substitute Mortgage Loan subject to the provisions of Section 2.5, provided that such substitution occurs within two years of the Closing Date3.5. The failure of the Indenture Trustee to deliver the Final Interim Certification within 45 days after the Closing Date shall not affect or relieve the Originator Seller of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 2.2 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. (d) Within 180 days following the Closing Date, the Indenture Trustee shall deliver to the Depositor, the Master Servicer and the Servicer a Final Certification substantially in the form attached as Exhibit A-3 evidencing the completeness of the Mortgage Files in its possession or control, with any exceptions noted thereto. (e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Indenture Trustee, the Servicer or the Certificateholders Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. (f) Notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledge and agree that the Indenture Trustee may at its option, appoint a custodian to perform the applicable review of the Mortgage Loans and respective certifications thereof pursuant to a custodial agreement.

Acceptance of Trust Fund; Review of Documentation. (a) Subject to the provisions of Section 2.01, the Trustee acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Fund and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Fund” be delivered to the Trustee (or the Custodian) on its behalf. The Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its behalf of the Mortgage Files pertaining to the Mortgage Loans delivered listed on the Mortgage Loan Schedule, subject to review thereof by the Trustee, or before by the Closing Date. (b) On Custodian on behalf of the Closing DateTrustee, under this Section 2.02. The Trustee, or the Trustee Custodian on behalf of the Trustee, will execute and deliver to the Depositor Depositor, the Master Servicer, the Servicer[s] (and Servicer the Trustee if delivered by the Custodian) on the Closing Date an Initial Certification with respect to the Mortgage Loans delivered on or before the Closing Date, as applicable. The Trustee shall not be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their faceform annexed hereto as Exhibit A-1. (cb) Within 90 days after the Closing Date, the Trustee will or the Custodian on behalf of the Trustee, will, for the benefit of Certificateholders, review each Mortgage File to ascertain that all required documents set forth in Section 2.01 have been received and appear on their face to contain the requisite signatures by or on behalf of the respective parties thereto, and shall deliver a Final to the Depositor, the Seller (and the Trustee if delivered by the Custodian) an Interim Certification with in the form annexed hereto as Exhibit A-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid in full or any specifically identified in such certification as not covered by such certification), (i) all of the applicable exceptions noted thereindocuments specified in Section 2.01(c) are in its possession and (ii) such documents have been reviewed by it and appear to relate to such Mortgage Loan. The Trustee Trustee, or the Custodian on behalf of the Trustee, shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. The Neither the Trustee nor the Custodian shall not have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorserendorser or for the perfection or priority of any document. (dc) If in the course of the review described in paragraphs paragraph (b) and (c) above the Trustee discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as applicable (each, a “Material Defect”), the Trustee or the Custodian, discovering such Material Defect shall identify the Mortgage Loan to which such Material Defect relates in the Final Interim Certification delivered to the DepositorDepositor and the Master Servicer. Within 90 days of their its receipt of such notice, the Originator Seller shall be required to cure such Material Defect (and, in such event, the Originator Seller shall provide the Trustee and the Custodian with an Officer’s Certificate confirming that such cure has been effected). If the Originator Seller does not so cure such Material Defect, if a loss has been incurred with respect to such Mortgage Loan that would, if such Mortgage Loan were not purchased from the Originators Trust Fund, constitute a Realized Loss, and such loss is attributable to the failure of the Seller to cure such Material Defect, the Seller shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Purchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Seller acting in good faith, absent such Material Defect, such loss would not have been incurred. The Originator Seller may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 3.62.02, substitute for such Mortgage Loan a Qualified Qualifying Substitute Mortgage Loan subject to the provisions of Section 2.5, provided that such substitution occurs within two years of the Closing Date3.03. The failure of the Trustee or the Custodian to deliver the Final Interim Certification within 90 days after the Closing Date shall not affect or relieve the Originator Seller of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 2.02 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. (d) Within 180 days following the Closing Date, the Trustee, or the Custodian, shall deliver to the Depositor, the Master Servicer and the Servicer[s] (and the Trustee if delivered by the Custodian) a Final Certification substantially in the form attached as Exhibit A-3 evidencing the completeness of the Mortgage Files in its possession or control, with any exceptions noted thereto. (e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Servicer Custodian or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. (f) Notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges that the Custodian shall perform the applicable review of the Mortgage Loans and respective certifications thereof as provided in the Custodial Agreement. (g) Upon execution of this Agreement, the Depositor hereby delivers to the Trustee and the Trustee acknowledges a receipt of the Mortgage Loan Purchase Agreement. (h) For purposes of the determinations required to be made by the Trustee or the Custodian pursuant to paragraphs (a) through (d) of this Section 2.02, the Trustee or the Custodian, as applicable, shall be entitled to conclusively rely upon the diskette, tape or other electronic media provided by or on behalf of the Seller with respect to the Mortgage Loans as to whether (i) any guarantee was executed in connection with any Mortgage Loan, (ii) any assumption, modification or substitution agreement was executed in connection with any Mortgage Loan, (iii) primary mortgage guaranty insurance is required with respect to any Mortgage Loan or (iv) any security agreement or equivalent instrument was executed in connection with any Mortgage Loan.

Acceptance of Trust Fund; Review of Documentation. (a) The Trustee, by execution and delivery hereof, acknowledges receipt by it of the Mortgage Files pertaining to the Mortgage Loans delivered on or before the Closing Date. (b) On the Closing Date, the Trustee will execute and deliver to the Depositor Depositor, Master Servicer and Servicer an Initial Certification with respect to the Mortgage Loans delivered on or before the Closing Date, as applicable. The Trustee shall not be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. (c) Within 90 [90] days after the Closing Date, the Trustee will deliver to the Depositor, Master Servicer and Servicer a Final Certification with any applicable exceptions noted therein. The Trustee shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. The Trustee shall not have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser. (d) If in the course of the review described in paragraphs (b) and (c) above the Trustee discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as applicable (each, a “Material Defect”), the Trustee shall identify the Mortgage Loan to which such Material Defect relates in the Final Certification delivered to the Depositor, Master Servicer and Servicer. Within 90 [90] days of their receipt of such notice, the Originator shall be required to cure such Material Defect (and, in such event, the Originator shall provide the Trustee with an Officer’s Certificate confirming that such cure has been effected). If the Originator does not so cure such Material Defect, the Originators Originator shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Price. The Originator may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 3.62.5, substitute for such Mortgage Loan a Qualified Substitute Mortgage Loan subject to the provisions of Section 2.53.6(a), provided that such substitution occurs within two years of the Closing Date. The failure of the Trustee to deliver the Final Certification shall not affect or relieve the Originator of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. (e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Master Servicer, the Servicer or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor.

Acceptance of Trust Fund; Review of Documentation. (a) Subject to the provisions of Section 2.01, the Trustee acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Fund and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Fund” be delivered to the Trustee (or the Custodian) on its behalf. The Trustee, by execution and delivery hereof, acknowledges receipt by it or by the Custodian on its behalf of the Mortgage Files pertaining to the Mortgage Loans delivered listed on the Mortgage Loan Schedule, subject to review thereof by the Trustee, or before by the Closing Date. (b) On Custodian on behalf of the Closing DateTrustee, under this Section 2.02. The Trustee, or the Trustee Custodian on behalf of the Trustee, will execute and deliver to the Depositor Depositor, the Master Servicer, the Servicer (and Servicer the Trustee if delivered by the Custodian) on the Closing Date an Initial Certification with respect to the Mortgage Loans delivered on or before the Closing Date, as applicable. The Trustee shall not be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, recordable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their faceform annexed hereto as Exhibit A-1. (cb) Within 90 days after the Closing Date, the Trustee will or the Custodian on behalf of the Trustee, will, for the benefit of Certificateholders, review each Mortgage File to ascertain that all required documents set forth in Section 2.01 have been received and appear on their face to contain the requisite signatures by or on behalf of the respective parties thereto, and shall deliver a Final to the Depositor, the Seller (and the Trustee if delivered by the Custodian) an Interim Certification with in the form annexed hereto as Exhibit A-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid in full or any specifically identified in such certification as not covered by such certification), (i) all of the applicable exceptions noted thereindocuments specified in Section 2.01(c) are in its possession and (ii) such documents have been reviewed by it and appear to relate to such Mortgage Loan. The Trustee Trustee, or the Custodian on behalf of the Trustee, shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. The Neither the Trustee nor the Custodian shall not have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorserendorser or for the perfection or priority of any document. (dc) If in the course of the review described in paragraphs paragraph (b) and (c) above the Trustee discovers any document or documents constituting a part of a Mortgage File that is missing, does not appear regular on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as applicable (each, a “Material Defect”), the Trustee or the Custodian, discovering such Material Defect shall identify the Mortgage Loan to which such Material Defect relates in the Final Interim Certification delivered to the DepositorDepositor and the Master Servicer. Within 90 days of their its receipt of such notice, the Originator Seller shall be required to cure such Material Defect (and, in such event, the Originator Seller shall provide the Trustee and the Custodian with an Officer’s Certificate confirming that such cure has been effected). If the Originator Seller does not so cure such Material Defect, if a loss has been incurred with respect to such Mortgage Loan that would, if such Mortgage Loan were not purchased from the Originators Trust Fund, constitute a Realized Loss, and such loss is attributable to the failure of the Seller to cure such Material Defect, the Seller shall repurchase the related Mortgage Loan from the Trust Fund at the Repurchase Purchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Seller acting in good faith, absent such Material Defect, such loss would not have been incurred. The Originator Seller may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 3.62.02, substitute for such Mortgage Loan a Qualified Qualifying Substitute Mortgage Loan subject to the provisions of Section 2.5, provided that such substitution occurs within two years of the Closing Date3.03. The failure of the Trustee or the Custodian to deliver the Final Interim Certification within 90 days after the Closing Date shall not affect or relieve the Originator Seller of its obligation to repurchase any Mortgage Loan pursuant to this Section 2.5 2.02 or any other Section of this Agreement requiring the repurchase of Mortgage Loans from the Trust Fund. (d) Within 180 days following the Closing Date, the Trustee, or the Custodian, shall deliver to the Depositor, the Master Servicer and the Servicer (and the Trustee if delivered by the Custodian) a Final Certification substantially in the form attached as Exhibit A-3 evidencing the completeness of the Mortgage Files in its possession or control, with any exceptions noted thereto. (e) Nothing in this Agreement shall be construed to constitute an assumption by the Trust Fund, the Trustee, the Servicer Custodian or the Certificateholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or to any Mortgagor. (f) Notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges that the Custodian shall perform the applicable review of the Mortgage Loans and respective certifications thereof as provided in the Custodial Agreement. (g) Upon execution of this Agreement, the Depositor hereby delivers to the Trustee and the Trustee acknowledges a receipt of the Mortgage Loan Purchase Agreement. (h) For purposes of the determinations required to be made by the Trustee or the Custodian pursuant to paragraphs (a) through (d) of this Section 2.02, the Trustee or the Custodian, as applicable, shall be entitled to conclusively rely upon the diskette, tape or other electronic media provided by or on behalf of the Seller with respect to the Mortgage Loans as to whether (i) any guarantee was executed in connection with any Mortgage Loan, (ii) any assumption, modification or substitution agreement was executed in connection with any Mortgage Loan, (iii) primary mortgage guaranty insurance is required with respect to any Mortgage Loan or (iv) any security agreement or equivalent instrument was executed in connection with any Mortgage Loan.