Common use of Review of Contract Files Clause in Contracts

Review of Contract Files. Prior to the Closing Date, the Servicer's operations department will complete a review of all of the Contract Files (including the certificates of title to, or other evidence of a perfected security interest in, the related Manufactured Homes), confirming the accuracy of the Contract Schedule delivered to the Trustee. On or before the Closing Date, the Servicer shall deliver to the Trustee a Servicer Custodial Certification signed by one of its Officers confirming that it is in possession of the Contract File for each Contract identified on Schedule I to the Pooling and Servicing Agreement, subject to any exceptions noted in a schedule to such certificate. Such certification shall be substantially in the form of Exhibit 1 hereto. In giving its Servicer's Custodial Certification with respect to a Series, the Servicer shall be under no duty or obligation (A) to inspect, review or examine any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or (B) to determine whether any Contract File should include any assumption agreement, modification agreement or waiver agreement. If the Servicer discovers any discrepancy between any Contract and the Contract Schedule, or that any required Contract Document is defective or missing from the related Contract File, in either case in a manner that is materially adverse to the interests of the Certificateholders, it shall immediately provide written notice to the Seller (unless the Seller is the Servicer) and the Trustee of such discrepancy, incompleteness or defect. If the Seller does not cure such discrepancy or such incomplete or defective Contract File within 90 days after discovery or its receipt of written notice of such discrepancy, incompleteness or defect, the Servicer shall take all steps within its power to enforce the Trustee's right to require the Seller to repurchase the affected Contract (or in the alternative to substitute for such Contract, if the substitution will take place within two years after the Closing Date) pursuant to the applicable Sales Agreement or, in the alternative (if the discrepancy consists of an overstatement in the Contract Schedule of the Cut-off Date Principal Balance of a Contract), to deposit cash into the related Certificate Account in the amount of such overstatement of the Cut-off Date Principal Balance of a Contract in the Contract Schedule (as described in the applicable Sales Agreement).

Review of Contract Files. Prior to the Closing Date, the Servicer's operations department will complete a review of all of the Contract Files (including the certificates of title to, or other evidence of a perfected security interest in, the related Manufactured Homes), confirming the accuracy of the Contract Schedule delivered to the Trustee. On or before the Closing Date, the Servicer shall deliver to the Trustee a Servicer Custodial Certification signed by one of its Officers confirming that it is in possession of the Contract File for each Contract identified on Schedule I to the Pooling and Servicing Agreement, subject to any exceptions noted in a schedule to such certificate. Such certification shall be substantially in the form of Exhibit 1 hereto. In giving its Servicer's Custodial Certification with respect to a Series, the Servicer shall be under no duty or obligation (A) to inspect, review or examine any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or (B) to determine whether any Contract File should include any assumption agreement, modification agreement or waiver agreement. If the Servicer discovers any discrepancy between any Contract and the Contract Schedule, or that any required Contract Document is defective or missing from the related Contract File, in either case in a manner that is materially adverse to the interests of the Certificateholders, it shall immediately provide written notice to the Seller (unless the Seller is the Servicer) and the Trustee of such discrepancy, incompleteness or defect. If the Seller does not cure such discrepancy or such incomplete or defective Contract File within 90 days after discovery or its receipt of written notice of such discrepancy, incompleteness or defect, the Servicer shall take all steps within its power to enforce the Trustee's right to require the Seller to repurchase the affected Contract (or in the alternative to substitute for such Contract, if the substitution will take place within two years after the Closing Date) pursuant to the applicable Sales Agreement or, in the alternative (if the discrepancy consists of an overstatement in the Contract Schedule of the Cut-off Date Principal Balance of a Contract), to deposit cash into the related Certificate Account in the amount of such overstatement of the Cut-off Date Principal Balance of a Contract in the Contract Schedule (as described in the applicable Sales Agreement).

Review of Contract Files. Prior to the Closing Date, the Servicer's ------------------------ operations department will complete a review of all of the Contract Files (including the certificates of title to, or other evidence of a perfected security interest in, the related Manufactured Homes), confirming the accuracy of the Contract Schedule delivered to the Trustee. On or before the Closing Date, the Servicer shall deliver to the Trustee a Servicer Custodial Certification signed by one of its Officers confirming that it is in possession of the Contract File for each Contract identified on Schedule I to the Pooling and Servicing Agreement, subject to any exceptions noted in a schedule to such certificate. Such certification shall be substantially in the form of Exhibit 1 hereto. In giving its Servicer's Custodial Certification with respect to a Series, the Servicer shall be under no duty or obligation (A) to inspect, review or examine any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or (B) to determine whether any Contract File should include any assumption agreement, modification agreement or waiver agreement. If the Servicer discovers any discrepancy between any Contract and the Contract Schedule, or that any required Contract Document is defective or missing from the related Contract File, in either case in a manner that is materially adverse to the interests of the Certificateholders, it shall immediately provide written notice to the Seller (unless the Seller is the Servicer) and the Trustee of such discrepancy, incompleteness or defect. If the Seller does not cure such discrepancy or such incomplete or defective Contract File within 90 days after discovery or its receipt of written notice of such discrepancy, incompleteness or defect, the Servicer shall take all steps within its power to enforce the Trustee's right to require the Seller to repurchase the affected Contract (or in the alternative to substitute for such Contract, if the substitution will take place within two years after the Closing Date) pursuant to the applicable Sales Agreement or, in the alternative (if the discrepancy consists of an overstatement in the Contract Schedule of the Cut-off Date Principal Balance of a Contract), to deposit cash into the related Certificate Account in the amount of such overstatement of the Cut-off Date Principal Balance of a Contract in the Contract Schedule (as described in the applicable Sales Agreement).

Review of Contract Files. (a) On or prior to the Closing Date and each Acquisition Date for a Substitute Contract, the Issuer shall cause to be delivered to the Custodian the documents comprising the Contract Files for the Contracts to be acquired on such date. Each Contract and the folder containing other Contract Files documents for such Contract shall be clearly marked with a LEAF Contract Number, which LEAF Contract Number shall be used by the Issuer, the Trustee and the Custodian to identify such Contract on the Contract Schedule. (b) Prior to the Closing DateAcquisition Date for a Substitute Contract, the Custodian will review the Contract Files related to each proposed Substitute Contract and shall perform such reviews as are sufficient to enable it to confirm the items required to be certified by it in the Custodian Certificate in the form attached hereto as Exhibit E. By execution and delivery of any such Custodian Certificates, the Custodian shall evidence completion of such review and confirmation. The Custodian shall include in any Exception Report any failure of a document to correspond to the information on the Amendment to Contract Schedule or the absence of any one or more of the documents comprising the Contract Files for such Substitute Contract and shall deliver such Exception Report to the Servicer, the Trustee and the Note Issuer. (c) If any Contracts or Contract Assets to be pledged to the Trustee are Contracts or Contract Assets that at any time were subject to a Lien in favor of a Person that has held a Lien thereon, concurrently with the delivery of an Officer’s Certificate, the Issuer shall have delivered to (x) the Custodian (with a copy to the Note Insurer and the Trustee) a facsimile copy or an original executed Release Agreement from each Person that has held a Lien on the applicable Contract and/or Contract Assets, together with the certification in the Officer’s Certificate that each such Release Agreement constitutes a release of such Person’s security interest in each such Contract and/or Contract Asset (and the other Collateral related thereto), and (y) the Custodian (with a copy to the Note Insurer and the Trustee) the original UCC partial or full release relating to the Release Agreement described in clause (x) above. (d) The Custodian shall use reasonable care and due diligence in the performance of its duties under the Transaction Documents, shall identify and segregate all items constituting the Contract Files and shall maintain continuous custody of all items constituting the Contract Files in secure, fire resistant facilities in accordance with customary standards for such custody. The Custodian makes no representations as to and shall not be responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any document constituting Contract Files or of any of the Contracts or (ii) the collectibility, insurability, effectiveness or suitability of any Contract. (e) The Custodian shall hold all Contracts and all other Collateral delivered to it pursuant to the Transaction Documents as Custodian for the benefit of the Trustee (for the benefit of the Secured Parties). With respect to each item of Contract Files delivered to the Custodian, the Custodian shall (i) hold all documents constituting such Contract Files received by it for the exclusive use and benefit of the Trustee (for the benefit of the Secured Parties) and (ii) make disposition thereof only in accordance with the terms of this Indenture and the Servicing Agreement upon written instructions furnished by the Control Party. (f) In the event that (i) the Trustee, the Servicer's operations department will complete , the Issuer or the Custodian shall be served by a review third party with any type of levy, attachment, writ or court order with respect to any Contract Files or (ii) a third party shall institute any court proceeding by which any Contract Files shall be required to be delivered otherwise than in accordance with the provisions of this Indenture, the party or parties receiving such service shall promptly deliver or cause to be delivered to the other parties to this Indenture and the Note Insurer copies of all of court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Contract Files (including that is the certificates subject of title to, or other evidence such proceedings pending a final order of a perfected security interest incourt of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the related Manufactured Homes)Custodian shall deliver such Contract Files as directed by such determination or, confirming if no such determination is made, in accordance with the accuracy provisions of this Indenture. Expenses of the Contract Schedule delivered Custodian incurred as a result of such proceedings shall be borne by the Issuer. (g) At its own expense, the Custodian shall maintain at all times prior to the Trusteesatisfaction and discharge of this Indenture and keep in full force and effect fidelity insurance, theft of documents insurance, forgery insurance and errors and omissions insurance. On or before All such insurance shall be in amounts, with standard coverage and subject to deductibles, all as is customary for insurance typically maintained by banks which act as custodian of collateral substantially similar to the Closing DateCollateral. Upon at least ten (10) days’ prior written request, the Issuer, the Servicer and/or the Note Insurer shall deliver be entitled to receive a certificate of the Trustee a Servicer Custodial Certification signed by one of its Officers confirming Custodian’s respective insurer that it such insurance is in possession of the Contract File for each Contract identified on Schedule I to the Pooling full force and Servicing Agreement, subject to any exceptions noted in a schedule to such certificate. Such certification shall be substantially in the form of Exhibit 1 hereto. In giving its Servicer's Custodial Certification with respect to a Series, the Servicer shall be under no duty or obligation (A) to inspect, review or examine any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or (B) to determine whether any Contract File should include any assumption agreement, modification agreement or waiver agreement. If the Servicer discovers any discrepancy between any Contract and the Contract Schedule, or that any required Contract Document is defective or missing from the related Contract File, in either case in a manner that is materially adverse to the interests of the Certificateholders, it shall immediately provide written notice to the Seller (unless the Seller is the Servicer) and the Trustee of such discrepancy, incompleteness or defect. If the Seller does not cure such discrepancy or such incomplete or defective Contract File within 90 days after discovery or its receipt of written notice of such discrepancy, incompleteness or defect, the Servicer shall take all steps within its power to enforce the Trustee's right to require the Seller to repurchase the affected Contract (or in the alternative to substitute for such Contract, if the substitution will take place within two years after the Closing Date) pursuant to the applicable Sales Agreement or, in the alternative (if the discrepancy consists of an overstatement in the Contract Schedule of the Cut-off Date Principal Balance of a Contract), to deposit cash into the related Certificate Account in the amount of such overstatement of the Cut-off Date Principal Balance of a Contract in the Contract Schedule (as described in the applicable Sales Agreement)effect.

Review of Contract Files. Prior to the Closing (a) Not later than each Acquisition Date, the Servicer's operations department will complete a review of all of Issuer shall cause to be delivered to the Custodian the documents comprising the Contract Files for the Contracts to be acquired on such Acquisition Date. Each Contract and the folder containing other Contract Files documents for such Contract shall be clearly marked with a LEAF Contract Number, which LEAF Contract Number shall be used by the Issuer, the Trustee and the Custodian to identify such Contract on the Contract Schedule. (including b) Not later than the certificates third Business Day after each Acquisition Date, for each Purchased Contract and Substitute Contract, the Custodian will review the Contract Files related to each proposed Purchased Contract and Substitute Contract and shall perform such reviews as are sufficient to enable it to confirm the items required to be certified by it in the Custodian Certificate in the form attached hereto as Exhibit C. By execution and delivery of title toany such Custodian Certificates, or other the Custodian shall evidence completion of such review and confirmation. Other than the exceptions permitted in Section 4.04(a), the Custodian shall include in any Exception Report any failure of a perfected document to correspond to the information on the Amendment to Contract Schedule or the absence of any one or more of the documents comprising the Contract Files for such Contract and shall deliver such Exception Report to the Servicer, the Trustee and the Issuer. (c) If any Contracts or Contract Assets to be pledged to the Trustee are Contracts or Contract Assets that at any time were subject to a Lien in favor of a Person that has held a Lien thereon, concurrently with the delivery of an Officer’s Certificate, the Issuer shall have delivered to (x) the Custodian (with a copy to the Trustee) a facsimile copy or an original executed Release Agreement from each Person that has held a Lien on the applicable Contract and/or Contract Assets, together with the certification in the Officer’s Certificate that each such Release Agreement constitutes a release of such Person’s security interest in, in each such Contract and/or Contract Asset (and the other Collateral related Manufactured Homesthereto), confirming and (y) the accuracy Custodian (with a copy to the Trustee) the original UCC partial or full release relating to the Release Agreement described in clause (x) above. (d) The Custodian shall use reasonable care in the performance of its duties under the Transaction Documents, shall identify and segregate all items constituting the Contract Files and shall maintain continuous custody of all items constituting the Contract Files in secure, fire resistant facilities in accordance with customary standards for such custody. The Custodian makes no representations as to and shall not be responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any document constituting Contract Files or of any of the Contracts or (ii) the collectibility, insurability, effectiveness or suitability of any Contract. (e) The Custodian shall hold all Contracts and all other Collateral delivered to it pursuant to the Transaction Documents as Custodian for the benefit of the Trustee (for the benefit of the Secured Parties). With respect to each item of Contract Schedule Files delivered to the Trustee. On or before the Closing DateCustodian, the Servicer Custodian shall deliver to (i) hold all documents constituting such Contract Files received by it for the exclusive use and benefit of the Trustee a Servicer Custodial Certification signed by one of its Officers confirming that it is in possession (for the benefit of the Contract File for each Contract identified on Schedule I to Secured Parties) and (ii) make disposition thereof only in accordance with the Pooling terms of this Indenture and the Servicing Agreement. (f) In the event that (i) the Trustee, subject to any exceptions noted in a schedule to such certificate. Such certification the Servicer, the Issuer or the Custodian shall be substantially in the form served by a third party with any type of Exhibit 1 hereto. In giving its Servicer's Custodial Certification levy, attachment, writ or court order with respect to any Contract Files or (ii) a Seriesthird party shall institute any court proceeding by which any Contract Files shall be required to be delivered otherwise than in accordance with the provisions of this Indenture, the party or parties receiving such service shall promptly deliver or cause to be delivered to the other parties to this Indenture copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Contract Files that is the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall deliver such Contract Files as directed by such determination or, if no such determination is made, in accordance with the provisions of this Indenture. Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Issuer. (g) At its own expense, the Custodian shall maintain at all times prior to the satisfaction and discharge of this Indenture and keep in full force and effect fidelity insurance, theft of documents insurance, forgery insurance and errors and omissions insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, all as is customary for insurance typically maintained by banks which act as custodian of collateral substantially similar to the Collateral. Upon at least ten (10) days’ prior written request, the Issuer and/or the Servicer shall be under no duty or obligation (A) entitled to inspect, review or examine any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or (B) to determine whether any Contract File should include any assumption agreement, modification agreement or waiver agreement. If the Servicer discovers any discrepancy between any Contract and the Contract Schedule, or that any required Contract Document is defective or missing from the related Contract File, in either case in receive a manner that is materially adverse to the interests certificate of the Certificateholders, it shall immediately provide written notice to the Seller (unless the Seller Custodian’s respective insurer that such insurance is the Servicer) in full force and the Trustee of such discrepancy, incompleteness or defect. If the Seller does not cure such discrepancy or such incomplete or defective Contract File within 90 days after discovery or its receipt of written notice of such discrepancy, incompleteness or defect, the Servicer shall take all steps within its power to enforce the Trustee's right to require the Seller to repurchase the affected Contract (or in the alternative to substitute for such Contract, if the substitution will take place within two years after the Closing Date) pursuant to the applicable Sales Agreement or, in the alternative (if the discrepancy consists of an overstatement in the Contract Schedule of the Cut-off Date Principal Balance of a Contract), to deposit cash into the related Certificate Account in the amount of such overstatement of the Cut-off Date Principal Balance of a Contract in the Contract Schedule (as described in the applicable Sales Agreement)effect.