Gentlemen and Mesdames Clause Samples

Gentlemen and Mesdames. In accordance with Section 25 of the Agreement, MSMCI hereby notifies the Custodian that (a) [NAME OF COLLATERAL AGENT, Street Address, City, State, ZIP Code, Attention or Reference Line, Telecopier Number] is the Collateral Agent and (b) the Collateral Agent has security interests in the Mortgage Loans as representative secured party for the persons or entities to whom the obligations secured by the Mortgage Loans are owed. Accordingly, the Custodian is hereby instructed and authorized to ▇▇▇▇ its books and records that it holds such Mortgage Loans for the benefit of the Collateral Agent as the representative secured party for the benefit of such persons or entities, and for the Collateral Agent unless and until it receives a Collateral Agent Termination in accordance with Section 25 of the Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. Kindly acknowledge your receipt of this letter by signing and returning one original counterpart to each of MSMCI and the Collateral Agent. Very truly yours, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MORTGAGE CAPITAL INC. By: ------------------------------ Name: ---------------------------- Title: --------------------------- RECEIPT ACKNOWLEDGED: BANKERS TRUST COMPANY OF CALIFORNIA, N.A. (Custodian) By: ---------------------------- Name: -------------------------- Title: ------------------------- The Collateral Agent named below hereby acknowledges that it has received a copy of the Custodial Agreement and will assume all rights and duties of Registered Holder under the Custodial Agreement. [NAME OF COLLATERAL AGENT] (Collateral Agent) By: ---------------------------- Name: -------------------------- Title: ------------------------- EXHIBIT 2 EXHIBIT 12 TO CUSTODIAL AGREEMENT NOTICE OF PLEDGE BY REGISTERED HOLDER [TO BE PROVIDED BY ▇▇▇▇▇▇ ▇▇▇▇▇▇▇] EXHIBIT 3 FORM OF LOST NOTE AFFIDAVIT EXHIBIT 13 TO CUSTODIAL AGREEMENT I, as ___________________________ (title) of Bankers Trust Company of California, N.A. (the "CUSTODIAN"), am authorized to make this Affidavit on behalf of the Custodian. In connection with the administration of the Mortgage Loans held by the Custodian on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc. (the "REGISTERED HOLDER"), _______________ (hereinafter called "DEPONENT"), being duly sworn, deposes and says that:

Gentlemen and Mesdames. ▇▇ ▇▇cor▇▇▇▇▇ with the provisions of Paragraph 3 of the above-referenced Bailee Agreement, the undersigned, as the Bailee, hereby certifies that as to each Collateral Loan described in the Collateral Loan Schedule (Exhibit A to Attachment 1), a copy of which is attached hereto, it has reviewed the Collateral File and has determined that (i) all documents listed in Schedule A attached to the Bailee Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their face and relate to such Collateral Loan, and (iii) based on its examination, the foregoing documents on their face satisfy the requirements set forth in Paragraph 2 of the Bailee Agreement.

Gentlemen and Mesdames. In accordance with the provisions of Paragraph 3 of the above-referenced Bailee Letter, the undersigned, as the Bailee, hereby certifies that as to each mortgage loan described in the mortgage loan schedule (Exhibit A), a copy of which is attached hereto, it has reviewed the Mortgage File and has determined that (i) all documents listed in Paragraph 2 of the Bailee Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their face and relate to such mortgage loan, and (iii) based on its examination, the foregoing documents on their face satisfy the requirements set forth in Paragraph 2 of the Bailee Agreement.

Gentlemen and Mesdames. In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Loan Originator, Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇uritization Funding Inc. (the "Initial Class A Certificateholder") and ________________________ (the "Bailee") hereby agree as follows: