Common use of Delivery of Loan Files Clause in Contracts

Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator Servicer as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files Files, along with the related Loan Checklists and List of Loans, to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.07. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans, Global Note Loans or Participations), and all other portions of the Loan Files, to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Facility Agent prior to the applicable Assignment DateFunding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementsCustody Agreement. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor The Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans), Global Note Loans or Participations) to the Collateral Custodian on behalf of the Facility Agent prior to the applicable Funding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementsCustody Agreement. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor The Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the each Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer five Business Days Trustee on behalf of the Secured Parties prior to the applicable Assignment DateFunding Dates, in each case endorsed in blank without recourse; provided, and however, that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Trustee on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Trustee within two (2) Business Days after such Funding Date and (ii) within ten Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereofLoan File in each case endorsed in blank without recourse, in accordance with the foregoing delivery requirementswhere applicable. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans), and all portions of the Loan Files to the Trustee on behalf of the Secured Parties prior to the applicable Funding Dates, in each case endorsed in blank or to the Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall (i) (other than in the case of a Noteless Loan) have a copy of the executed Underlying Note faxed to the Trustee on the applicable Funding Date and cause the original to be received by the Trustee within two Business Days after such Funding Date and (ii) within ten Business Days of the Funding Date deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementswhere applicable. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments.

Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.05. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Secured Parties prior to the applicable Assignment Date, Purchase Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Loan to be purchased by the Seller with the proceeds of an Expedited Advance or any Pre-Positioned Loan, the Seller shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Purchase Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Business Days after such Purchase Date and (ii) within ten (10) Business Days of the Originator as Purchase Date deliver all other portions of the Loan File to the accuracy thereof, Collateral Custodian in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 7.10 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of the Buyer and for the account of the IssuerAgent, as assignee of agent for the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 6.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “"instruments” " (within the meaning of Article 9 of the UCC) not constituting part of “"chattel paper” " (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Deal Agent, as agent for the Secured Parties, prior to the applicable Assignment Date, Funding Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Transferred Loan to be purchased by the Borrower with the proceeds of a Swingline Advance, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Business Days after such Funding Date and (ii) within ten (10) Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereof, Loan File in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Deal Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and the Deal Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 5.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are evidenced by such instruments.

Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “"instruments” " (within the meaning of Article 9 of the UCC) not constituting part of “"chattel paper” " (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.05. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer five Business Days Trustee on behalf of the Secured Parties prior to the applicable Assignment DateFunding Dates, in each case endorsed in blank without recourse; provided, however, that notwithstanding the foregoing, (A) with respect to any Pre-Positioned Loan, the Borrower shall (i) have a copy of the executed Underlying Note faxed to the Trustee on the applicable Funding Date with the original to be received by the Trustee within two (2) Business Days after such Funding Date and (ii) within ten Business Days of the Funding Date deliver all other portions of the Loan File in each case endorsed in blank without recourse, where applicable and (B) with respect to any Noteless Loan, the Borrower shall deliver a copy of the Loan Register with respect to any Noteless for such Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments.

Delivery of Loan Files. The Originator shall deliver, on behalf of the Trust Depositor, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.05. The Originator shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator Servicer as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files Files, along with the related Loan Checklists, to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.07. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer five Business Days Secured Parties prior to the applicable Assignment Date, Purchase Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Loan to be purchased by the Seller with the proceeds of a Pre-Positioned Loan, the Seller shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Trustee on the applicable Purchase Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Trustee within two Business Days after such Purchase Date and (ii) within ten Business Days of the Originator as Purchase Date deliver all other portions of the Loan File to the accuracy thereof, Trustee in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 5.3 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of the Buyer and for the account benefit of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments.