Common use of Non-Conforming Loan Files Clause in Contracts

Non-Conforming Loan Files. If the Custodian during the process of reviewing the Required Loan Documents in a Loan File finds any document constituting the Required Loan Documents that is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan Documents, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian shall promptly so notify the Seller, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a). In performing any such review, the Custodian may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans. The Seller agrees to use commercially reasonable efforts to remedy a defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in nature. If, however, within 30 days after the determination by the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents File that is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian shall promptly so notify the Seller, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a2.10(a). In performing any such review, the Custodian may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans. The Seller agrees to use commercially reasonable efforts to remedy a defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in nature. If, however, within 30 days after the determination by the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any NoteholderLoan.

Non-Conforming Loan Files. If the Custodian Indenture Trustee during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable)executed, has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian Indenture Trustee shall promptly so notify the SellerOriginator, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)Servicer. In performing any such review, the Custodian Indenture Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the CustodianIndenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents File have been executed and received and relate to the Loans identified in the List of Loans; provided that with respect to the UCC financing statements referenced in clause (a)(iii) of the definition of Required Loan Documents, 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 Seller Originator agrees to use commercially reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in natureIndenture Trustee. If, however, within 30 days after the determination by Indenture Trustee’s notice to it respecting such material defect the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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 Repurchase Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 day period. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian Trustee during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian Trustee shall promptly so notify the SellerOriginator, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)Servicer. In performing any such review, the Custodian Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the CustodianTrustee’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans; provided, however, with respect to the UCC financing statements referenced in clause (b)(iv) of the definition of Required Loan Documents, the Trustee’s sole responsibility will be to confirm that the Loan File contains the UCC financing statements (if any) required by the definition of Required Loan Documents and not to make determinations about the materiality of such UCC financing statements. The Seller Originator agrees to use commercially reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in natureTrustee. If, however, within 30 days after the determination by Trustee’s notice to it respecting such material defect the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian Trustee during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian Trustee shall promptly so notify the SellerOriginator, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)Servicer. In performing any such review, the Custodian Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the CustodianTrustee’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans; provided that with respect to the UCC financing statements referenced in clause (b)(iv) of the definition of Required Loan Documents, the Trustee’s sole responsibility will be to confirm that the Loan File contains the UCC financing statements (if any) required by the definition of Required Loan Documents and not to make determinations about the materiality of such UCC financing statements. The Seller Originator agrees to use commercially reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in natureTrustee. If, however, within 30 days after the determination by Trustee’s notice to it respecting such material defect the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents File that is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian shall promptly so notify the Seller, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a). In performing any such review, the Custodian may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans. The Seller agrees to use commercially reasonable efforts to remedy a defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in nature. If, however, within 30 days after the determination by the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any NoteholderLoan.

Non-Conforming Loan Files. If the Custodian during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents File that is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian shall promptly so notify the Seller, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a). In performing any such review, the Custodian may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans. The Seller agrees to use commercially reasonable efforts to remedy a defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in nature. If, however, within 30 days after the determination by the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any NoteholderLoan.

Non-Conforming Loan Files. If the Custodian during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material any respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian shall promptly so notify the Seller, the Trust Depositor Originator and the Servicer in via delivery of the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)the related certification. In performing any such review, the Custodian may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans. The Seller Originator agrees to use commercially reasonable efforts to remedy a any defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an via delivery of the exception report and which attached to the Seller, the Trust Depositor or the Servicer has determined to be material in naturerelated certification. If, however, within 30 days after the determination by the Seller (Custodian’s notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is materialit respecting such defect, the Seller 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 Seller will Originator shall (i) substitute in lieu of such Loan a Substitute Loan in the manner and subject to the conditions set forth in Section ‎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 30-day period. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian Indenture Trustee during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable)executed, has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian Indenture Trustee shall promptly so notify the SellerOriginator, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)Servicer. In performing any such review, the Custodian Indenture Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the CustodianIndenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents File have been executed and received and relate to the Loans identified in the List of Loans; provided that with respect to the UCC financing statements referenced in clause (a)(iii) of the definition of Required Loan Documents, 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 Seller Originator agrees to use commercially reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in natureIndenture Trustee. If, however, within 30 days after the determination by Indenture Trustee’s notice to it respecting such material defect the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Loan” and the Seller 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 Repurchase Amount, which purchase price shall be deposited in the Collection Principal and Interest Account within such 30 day period. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian Indenture Trustee during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable)executed, has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian Indenture Trustee shall promptly so notify the SellerOriginator, the Trust Depositor and the Servicer in the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)Servicer. In performing any such review, the Custodian Indenture Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the CustodianIndenture Trustee’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents File have been executed and received and relate to the Loans identified in the List of Loans; provided, however, with respect to the UCC financing statements referenced in clause (b)(iv) of the definition of Required Loan Documents, 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 Seller Originator agrees to use commercially reasonable efforts to remedy a material defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an exception report and which the Seller, the Trust Depositor or the Servicer has determined to be material in natureIndenture Trustee. If, however, within 30 days after the determination by Indenture Trustee’s notice to it respecting such material defect the Seller (notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is material, the Seller 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 Loan” and the Seller 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. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.

Non-Conforming Loan Files. If the Custodian during the process of reviewing the Required Loan Documents in a Loan File Files finds any document constituting the Required a part of a Loan Documents that File which is not properly executed (if applicable), has not been received, is unrelated to a Loan identified in the List of Loans, or does not conform on its face in a material any respect to the requirements of the definition of Required Loan DocumentsFile, or the description thereof as set forth in items (b)(i) and (ii) of the definition of List of Loans, the Custodian shall promptly so notify the Seller, the Trust Depositor Originator and the Servicer in via delivery of the form of an exception report attached to a certification required to be delivered pursuant to Section 2.11(a)the related certification. In performing any such review, the Custodian may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Loan Files is limited solely to confirming that the documents listed in the definition of Required Loan Documents have been executed and received and relate to the Loans identified in the List of Loans. The Seller Originator agrees to use commercially reasonable efforts to remedy a any defect in a document constituting part of a Loan File of which it is so notified by the Custodian in an via delivery of the exception report and which attached to the Seller, the Trust Depositor or the Servicer has determined to be material in naturerelated certification. If, however, within 30 days after the determination by the Seller (Custodian’s notice of which determination shall be provided to the Trust Depositor and the Servicer (with a copy to the Trustee and the Owner Trustee) or notice from the Trust Depositor or Servicer (with a copy to the Trustee and the Owner Trustee) that an exception is materialit respecting such defect, the Seller 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 Seller will Originator shall (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 30-day period. For the avoidance of doubt, neither the Trustee nor the Custodian shall be responsible for determining whether an item listed on an exception report constitutes a material defect or whether such defect materially and adversely affects the value of the related Loan or the interest of any Noteholder.