Acceptance of Trust Estate; Review of Documentation Clause Samples
The "Acceptance of Trust Estate; Review of Documentation" clause establishes the trustee's formal acceptance of the assets and responsibilities associated with the trust estate, contingent upon a thorough review of relevant documents. In practice, this means the trustee will examine deeds, titles, contracts, and other legal instruments to confirm the trust's assets and ensure there are no undisclosed liabilities or defects. This clause serves to protect the trustee by allowing them to verify the trust estate's condition before assuming fiduciary duties, thereby minimizing the risk of unforeseen issues or disputes regarding the trust's assets.
Acceptance of Trust Estate; Review of Documentation. (a) Subject to the provisions of Section 2.01, the Issuer acknowledges receipt of the assets transferred by the Depositor of 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, by execution and delivery hereof, acknowledges receipt by it or by the applicable Custodian on its behalf of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof by the Indenture Trustee, or by the Custodian on behalf of the Indenture Trustee, under this Section 2.02. The Indenture Trustee, or the Custodian on behalf of the Indenture Trustee, will execute and deliver to the Depositor, the Master Servicer, the Servicer, the Subservicer (and the Indenture Trustee if delivered by the Custodian) on the Closing Date an Initial Certification in the form annexed hereto as Exhibit A-1 (or in the form annexed to the Custodial Agreement as Exhibit A-1, as applicable).
(b) Within 45 days after the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, will, for the benefit of Noteholders and the Swap Counterparty, 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 to the Depositor, the Master Servicer, the Servicer and the Subservicer (and the Indenture Trustee if delivered by the Custodian) an Interim Certification in the form annexed hereto as Exhibit A-2 (or in the form annexed to the Custodial Agreement as Exhibit A-2, as applicable) 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 documents specified in Section 2.01(b) are in its possession and (ii) such documents have been reviewed by it and appear to relate to such Mortgage Loan. The Indenture Trustee, or the Custodian on behalf of 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...
Acceptance of Trust Estate; Review of Documentation. Grant Clause. Section 2.04. Option to Contribute Derivative Instrument.
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.
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.
(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 certificat...