Common use of Certification as to File Contents Clause in Contracts

Certification as to File Contents. (i) Within 45 days after the Custodian has received from (or on behalf of) the Servicer actual possession of each File, the Custodian shall (a) verify that, with respect to each File, all documents listed on the Certificate of Delivery have been executed, received and recorded, if applicable, except as noted on the list of exceptions attached thereto, and (b) deliver to the Servicer and the Trustee an Initial Certificate of Receipt, substantially in the form of Exhibit B-1 attached hereto, which ascertains that all required documents have been executed, received and recorded, if applicable. After the delivery of the Initial Certificate of Receipt, the Custodian shall provide to Vanderbilt and the Trustee, no less frequently than quarterly, updated certifications, in the form of Exhibit B-2, indicating the current status of exceptions until all such exceptions have been eliminated. (ii) In making such a review, the Custodian makes no representation and has no responsibilities as to the authenticity of such documents or their compliance with applicable law, including but not limited to their compliance with the requirements for recordation, the correctness of the legal description contained in any document or the collectibility of any of the loan amounts from any borrower. In making such verification, the Custodian may rely conclusively on the Schedule attached hereto and the Certificate of Delivery, and the Custodian shall have no obligation to independently verify the correctness of the Schedule or the Certificate of Delivery. (iii) If (a) any discrepancy exists between the Files in the possession of the Custodian and the Schedule or (b) any document or documents constituting a part of a File (the contents of which are indicated in the Certificate of Delivery) has been omitted or is defective in any material respect, the Custodian shall promptly notify the Servicer and the Trustee and deliver an exceptions report (the "Exceptions Report") as promptly as possible but in any event within 45 days of the date of receipt of the Files. Except as specifically provided above, the Custodian shall be under no duty to review, inspect or examine such documents to determine that any of them are enforceable or appropriate for their prescribed purpose.

Certification as to File Contents. (i) Within 45 days after the Custodian has received from (or on behalf of) the Servicer actual possession of each File, the Custodian shall (a) verify that, with respect to each File, all documents listed on the Certificate of Delivery have been executed, received and recorded, if applicable, except as noted on the list of exceptions attached thereto, and (b) deliver to the Servicer and the Trustee an Initial Certificate of Receipt, substantially in the form of Exhibit B-1 attached heretoB-1, which ascertains that all required documents have been executed, received and recorded, if applicable. After the delivery of the Initial Certificate of Receipt, the Custodian shall provide to Vanderbilt and the Trustee, no less frequently than quarterly, updated certifications, in the form of Exhibit B-2, indicating the current status of exceptions until all such exceptions have been eliminated. (ii) In making such a review, the Custodian makes no representation and has no responsibilities as to the authenticity of such documents or their compliance with applicable law, including but not limited to their compliance with the requirements for recordation, the correctness of the legal description contained in any document or the collectibility of any of the loan amounts from any borrower. In making such verification, the Custodian may rely conclusively on the Schedule attached hereto and the Certificate of Delivery, and the Custodian shall have no obligation to independently verify the correctness of the Schedule or the Certificate of Delivery. (iii) If (a) any discrepancy exists between the Files in the possession of the Custodian and the Schedule or (b) any document or documents constituting a part of a File (the contents of which are indicated in the Certificate of Delivery) has been omitted or is defective in any material respect, the Custodian shall promptly notify the Servicer and the Trustee and deliver an exceptions report (the "Exceptions Report") as promptly as possible but in any event within 45 days of the date of receipt of the Files. Except as specifically provided above, the Custodian shall be under no duty to review, inspect or examine such documents to determine that any of them are enforceable or appropriate for their prescribed purpose.