Common use of Acceptance of Contracts by Indenture Trustee Clause in Contracts

Acceptance of Contracts by Indenture Trustee. (a) The Indenture Trustee or the Custodian acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.2 of the Asset Purchase Agreement, and declares that it holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes or, in the case of the Custodian, on behalf of the Indenture Trustee. The Indenture Trustee, or the Custodian on its behalf, shall, for the benefit of the Noteholders, review each Asset File on or before the Closing Date and certify in substantially the form attached to the Custodial Agreement as Exhibit A-1 thereto that, as to each Contract listed in the List of Contracts (other than any Contract specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Asset File (other than assumption and modification agreements) required to be delivered to it pursuant to the Asset Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Contract and (iii) based on its examination and only as to the foregoing, the information set forth in the List of Contracts accurately reflects information set forth in the Asset File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian shall be under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether 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 Asset File should include any of the documents concerning assumption and modification agreements. Prior to the first anniversary date of this Indenture the Indenture Trustee or the Custodian shall deliver to the Depositor and the Servicer a final certification in the form annexed to the Custodial Agreement as Exhibit A-2 evidencing the completeness of the Asset Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Asset 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 an Asset 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 and the Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by the Originator and the Seller in the Asset Purchase Agreement in respect of any Contract which materially adversely affects such Contract or the interests of the related Noteholders in such Contract, the Indenture Trustee party discovering such breach shall give prompt written notice to the Depositor, the Servicer, the Originator and the Seller. (b) Upon receipt by the Trust Estate by deposit in the Note Payment Account of the Repurchase Price for a repurchased Contract under Section 2.03 of the Servicing Agreement, or the delivery of an Eligible Substitute Contract pursuant to subsection 3.6(b) of the Asset Purchase Agreement, and upon receipt of a certificate of an Officer of the Originator in the form attached as Exhibit B to the Servicing Agreement or, with respect to any Eligible Substitute Contract delivered under subsection 3.6(b) of the Asset Purchase Agreement, a certificate of an Officer of the Originator in the form attached as Exhibit A to the Asset Purchase Agreement, the Indenture Trustee shall release or shall cause the Custodian to release the related Asset File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Originator as are necessary to vest in the Originator title to and rights under the related Contract.

Acceptance of Contracts by Indenture Trustee. (a) The Indenture Trustee or the Custodian acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.2 of the Asset Purchase Agreement, and declares that it holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes and the Note Insurer or, in the case of the Custodian, on behalf of the Indenture Trustee. The Indenture Trustee, or the Custodian on its behalf, shall, for the benefit of the NoteholdersNoteholders and the Note Insurer, review each Asset File on or before the Closing Date and certify in substantially the form attached to the Custodial Agreement as Exhibit A-1 thereto that, as to each Contract listed in the List of Contracts (other than any Contract specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Asset File (other than assumption and modification agreements) required to be delivered to it pursuant to the Asset Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Contract and (iii) based on its examination and only as to the foregoing, the information set forth in the List of Contracts accurately reflects information set forth in the Asset File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian shall be under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether 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 Asset File should include any of the documents concerning assumption and modification agreements. Prior to the first anniversary date of this Indenture the Indenture Trustee or the Custodian shall deliver to the Depositor Depositor, the Note Insurer and the Servicer a final certification in the form annexed to the Custodial Agreement as Exhibit A-2 evidencing the completeness of the Asset Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Asset 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 an Asset 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 Depositor, the Note Insurer and the Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by the Originator and the Seller in the Asset Purchase Agreement in respect of any Contract which materially adversely affects such Contract or the interests of the related Noteholders and the Note Insurer in such Contract, the Indenture Trustee party discovering such breach shall give prompt written notice to the Depositor, the Servicer, the Note Insurer, the Originator and the Seller. (b) Upon receipt by the Trust Estate by deposit in the Note Payment Account of the Repurchase Price for a repurchased Contract under Section 2.03 of the Servicing Agreement, or the delivery of an Eligible Substitute Contract pursuant to subsection 3.6(b) of the Asset Purchase Agreement, and upon receipt of a certificate of an Officer of the Originator in the form attached as Exhibit B to the Servicing Agreement or, with respect to any Eligible Substitute Contract delivered under subsection 3.6(b) of the Asset Purchase Agreement, a certificate of an Officer of the Originator in the form attached as Exhibit A to the Asset Purchase Agreement, the Indenture Trustee shall release or shall cause the Custodian to release the related Asset File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Originator as are necessary to vest in the Originator title to and rights under the related Contract.

Acceptance of Contracts by Indenture Trustee. (a) The Indenture Trustee or the Custodian acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.2 of the Asset Purchase Manufactured Housing Contract Sale Agreement, and declares that it holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes or, in the case of the Custodian, on behalf of the Indenture Trustee. The Indenture Trustee, or the Custodian on its behalf, shall, for the benefit of the Noteholders, review each Asset File on or before the Closing Date and certify in substantially the form attached to the Custodial Agreement as Exhibit A-1 thereto that, as to each Contract listed in the List of Contracts (other than any Contract specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Asset File (other than assumption and modification agreementssuch documents described in Section 2.2 (I)(c) or (II)(f) of the Manufactured Housing Contract Sale Agreement) required to be delivered to it pursuant to the Asset Purchase Manufactured Housing Contract Sale Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Contract and (iii) based on its examination and only as to the foregoing, the information set forth in the List of Contracts accurately reflects information set forth in the Asset File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian shall be under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether 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 Asset File should include any of the documents concerning assumption and modification agreementsspecified in clauses (I)(c) or (II)(f) of Section 2.2 of the Manufactured Housing Contract Sale Agreement. Prior to the first anniversary date of this Indenture the Indenture Trustee or the Custodian shall deliver to the Depositor and the Servicer a final certification in the form annexed to the Custodial Agreement as Exhibit A-2 evidencing the completeness of the Asset Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Sub- Servicer. If in the process of reviewing the Asset 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 an Asset a 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 and the Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by the Originator and the Seller in the Asset Purchase Manufactured Housing Contract Sale Agreement in respect of any Contract which materially adversely affects such Contract or the interests of the related Noteholders in such Contract, the Indenture Trustee party discovering such breach shall give prompt written notice to the Depositor, the Servicer, the Originator and the Seller. (b) Upon receipt by the Trust Estate by deposit in the Note Payment Account of the Repurchase Price for a repurchased Contract under Section 2.03 of the Servicing Agreement, or the delivery of an Eligible Substitute Contract pursuant to subsection 3.6(b) of the Asset Purchase Manufactured Housing Contract Sale Agreement, and upon receipt of a certificate of an Officer of the Originator in the form attached as Exhibit B to the Servicing Agreement or, with respect to any Eligible Substitute Contract delivered under subsection 3.6(b) of the Asset Purchase Manufactured Housing Contract Sale Agreement, a certificate of an Officer of the Originator in the form attached as Exhibit A to the Asset Purchase Manufactured Housing Contract Sale Agreement, the Indenture Trustee shall release or shall cause the Custodian to release the related Asset Contract File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Originator as are necessary to vest in the Originator title to and rights under the related Contract.