Common use of Certification by Indenture Trustee; Possession of Loan Files Clause in Contracts

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Date, the Indenture Trustee shall review the Loan Files required to be delivered pursuant to Section 2.07(a) on the applicable Assignment Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties and the Servicer a certification in the form attached hereto as Exhibit D-1 on or prior to such Assignment Date. Within 360 days after each Assignment Date, the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Date. (b) If the Indenture Trustee, during the process of reviewing the Loan Files, finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan Checklist, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on the Loan Checklists have been executed and received and relate to the Loans identified in the List of Loans; provided with respect to the UCC financing statements referenced in the definition of Loan File, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Account within such 30 day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(a2.06(b) on the applicable Assignment Transfer Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit D-1 L–1 on or prior to such Assignment Transfer Date. Within two Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to Section 2.06(b), the Indenture Trustee shall deliver to the Originator, the Trust Depositor, each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit L–1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L–2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (a)(iii) of the definition of Required Loan FileDocuments, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Date, the Indenture Trustee shall review the Loan Files required to be delivered pursuant to Section 2.07(asubsection 2.06(a) on the applicable Assignment Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties and the Servicer a certification in the form attached hereto as Exhibit D-1 on or prior to such Assignment Date. Within 360 days after each Assignment Date, the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in the definition of Loan File, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Account within such 30 thirty (30) day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(a2.06(b) on the applicable Assignment Transfer Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit D-1 L-1 on or prior to such Assignment Transfer Date. Within two (2) Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to Section 2.06(b), the Indenture Trustee shall deliver to the Originator, the Trust Depositor, each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit L-1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s 's review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (a)(iii) of the definition of Required Loan FileDocuments, the Indenture Trustee’s 's sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s 's notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “"Ineligible Loan” " and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 thirty (30) day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Date, the Indenture Trustee shall review the Loan Files required to be delivered pursuant to Section 2.07(a) on the applicable Assignment Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties and the Servicer a certification in the form attached hereto as Exhibit D-1 on or prior to such Assignment Date. Within 360 days after each Assignment Date, the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan Checklist, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on the Loan Checklists have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in the definition of Loan File, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Account within such 30 day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(asubsection 2.06(b) on the applicable Assignment Transfer Date and shall deliver to the ------------------ Originator, the Trust Depositor, the Swap Counterparties Depositor and the Servicer a certification in the form attached hereto as Exhibit D-1 L-1 on or prior to such Assignment Transfer Date. Within two (2) ----------- Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to subsection 2.06(b), the Indenture Trustee shall deliver to the Originator, the ------------------ Trust Depositor and the Servicer a certification in the form attached hereto as Exhibit L-1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any ----------- Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties Depositor and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L-2 evidencing the ----------- completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s 's review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (i) of the definition of Loan File, the Indenture Trustee’s 's sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s 's notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “"Ineligible Loan” " and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) ------------- repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 thirty (30) day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(a2.07(b) on the applicable Assignment Transfer Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit D-1 L–1 on or prior to such Assignment Transfer Date. Within two Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to Section 2.07(b), the Indenture Trustee shall deliver to the Originator, the Trust Depositor, each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit L–1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L–2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (a)(iii) of the definition of Required Loan FileDocuments, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. For the avoidance of doubt, the scope of the Indenture Trustee review shall not include the verification of the Outstanding Principal Balance of any Loan. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(asubsection 2.06(b) on the applicable Assignment Transfer Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit D-1 L-1 on or prior to such Assignment Transfer Date. Within two (2) Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to subsection 2.06(b), the Indenture Trustee shall deliver to the Originator, the Trust Depositor, each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit L-1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s 's review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (i) of the definition of Loan File, the Indenture Trustee’s 's sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s 's notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “"Ineligible Loan” " and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 thirty (30) day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(asubsection 2.06(b) on the applicable Assignment Transfer Date and shall deliver to the Originator, the Trust Depositor, the each Swap Counterparties Counterparty and the Servicer a certification in the form attached hereto as Exhibit D-1 L-1 on or prior to such Assignment Transfer Date. Within two (2) Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to subsection 2.06(b), the Indenture Trustee shall deliver to the Originator, the Trust Depositor, each Swap Counterparty and the Servicer a certification in the form attached hereto as Exhibit L-1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the each Swap Counterparties Counterparty and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s 's review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (i) of the definition of Loan File, the Indenture Trustee’s 's sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s 's notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “"Ineligible Loan” " and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 thirty (30) day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Date, the Indenture Trustee shall review the Loan Files required to be delivered pursuant to Section 2.07(asubsection 2.06(a) on the applicable Assignment Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties and the Servicer a certification in the form attached hereto as Exhibit D-1 D–1 on or prior to such Assignment Date. Within 360 days after each Assignment Date, the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 D–2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in the definition of Loan File, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Account within such 30 thirty (30) day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Transfer Date, the Indenture Trustee shall review the portion of the Loan Files File required to be delivered pursuant to Section 2.07(a2.06(b) on the applicable Assignment Transfer Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit D-1 L—1 on or prior to such Assignment Transfer Date. Within two Business Days after the Indenture Trustee receives the portion of the Loan File permitted to be delivered after the applicable Transfer Date pursuant to Section 2.06(b), the Indenture Trustee shall deliver to the Originator, the Trust Depositor, each Hedge Counterparty and the Servicer a certification in the form attached hereto as Exhibit L—1. Within 360 days after each Assignment DateTransfer Date (or, with respect to any Substitute Loan, within 360 days after the assignment thereof), the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties each Hedge Counterparty and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 L—2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Transfer Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in clause (a)(iii) of the definition of Required Loan FileDocuments, the Indenture Trustee’s sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 days after the Indenture Trustee’s notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “Ineligible Loan” and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 day period.

Certification by Indenture Trustee; Possession of Loan Files. (a) On or prior to the applicable Assignment Date, the Indenture Trustee shall review the Loan Files required to be delivered pursuant to Section 2.07(asubsection 2.06 (a) on the applicable Assignment Date and shall deliver to the Originator, the Trust Depositor, the Swap Counterparties and the Servicer a certification in the form attached hereto as Exhibit D-1 on or prior to such Assignment Date. Within 360 days after each Assignment Date, the Indenture Trustee shall deliver to the Originator, the Servicer, the Trust Depositor, the Swap Counterparties and any Noteholder who requests a copy from the Indenture Trustee a final certification in the form attached hereto as Exhibit D-2 evidencing the completeness of the Loan Files with respect to the Loans being transferred on such Assignment Date. (b) If the Indenture Trustee, Trustee during the process of reviewing the Loan Files, Files finds any document constituting a part of a Loan File which is not properly executed, has not been received, is unrelated to a Loan identified in the List of Loans, or is not listed on the Loan Checklist related to such Loan File, or does not conform in a material respect to the requirements of the definition of Loan File, or the description thereof as set forth in the List of Loans and the related Loan ChecklistLoans, the Indenture Trustee shall promptly so notify the Originator, the Trust Depositor and the Servicer. In performing any such review, the Indenture Trustee may conclusively rely on the Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Indenture Trustee’s 's review of the Loan Files is limited solely to confirming that the documents listed on in the definition of Loan Checklists File have been executed and received and relate to the Loans identified in the List of Loans; provided provided, however, with respect to the UCC financing statements referenced in the definition of Loan File, the Indenture Trustee’s 's sole responsibility will be to confirm that the Loan File contains UCC financing statements and not to make determinations about the materiality of such UCC financing statements. The Originator agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Indenture Trustee. If, however, within 30 thirty (30) days after the Indenture Trustee’s 's notice to it respecting such material defect the Originator has not remedied the defect and such defect materially and adversely affects the value of the related Loan, such Loan will be treated as an “"Ineligible Loan” " and the Originator will (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section 11.01 or (ii) repurchase such Loan at a purchase price equal to the Transfer Deposit Amount, which purchase price shall be deposited in the Collection Account within such 30 thirty (30) day period.