Acceptance of Contracts by Indenture Trustee Sample Clauses

Acceptance of Contracts by Indenture Trustee. (a) The Indenture Trustee or the Custodian acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.2 of the Asset Purchase Agreement, and declares that it holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes or, in the case of the Custodian, on behalf of the Indenture Trustee. The Indenture Trustee, or the Custodian on its behalf, shall, for the benefit of the Noteholders, review each Asset File on or before the Closing Date and certify in substantially the form attached to the Custodial Agreement as Exhibit A-1 thereto that, as to each Contract listed in the List of Contracts (other than any Contract specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Asset File (other than assumption and modification agreements) required to be delivered to it pursuant to the Asset Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Contract and (iii) based on its examination and only as to the foregoing, the information set forth in the List of Contracts accurately reflects information set forth in the Asset File. It is herein acknowledged that, in conducting such review, neither the Indenture Trustee nor the Custodian shall be under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face or (ii) to determine whether any Asset File should include any of the documents concerning assumption and modification agreements. Prior to the first anniversary date of this Indenture the Indenture Trustee or the Custodian shall deliver to the Depositor and the Servicer a final certification in the form annexed to the Custodial Agreement as Exhibit A-2 evidencing the completeness of the Asset Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of rev...