Common use of Conditions to Transfer of Loan Assets to Issuer Clause in Contracts

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and Indenture Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (b) copies of resolutions of the Manager of the Originator, the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and member of the Trust Depositor; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Originator under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files as required under Section 2.06); (e) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (f) a letter from Ernst & Young LLP or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor (with a copy to Mxxxx’x, Fitch and S&P), stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial Loans that do not conform; (g) officially certified, evidence dated within 30 days of the Closing Date of due organization and good standing of the Trust Depositor under the laws of the State of Delaware; (h) evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statements listing the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer in the State of Delaware of UCC financing statements executed by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware of UCC financing statements executed by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (i) an Officer’s Certificate listing the Servicer’s Servicing Officers; (j) evidence of deposit in the Principal and Interest Account of all funds received with respect to the Initial Loans on and after the Initial Cut–Off Date to the date two days preceding the Closing Date, together with an Officer’s Certificate from the Servicer to the effect that such amount is correct; (k) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance by the Issuer; and (l) a fully executed copy of the Transaction Documents.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and Indenture Trustee each of the documents, certificates and other items as follows: (ai) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (bii) copies of resolutions of the Manager Board of Directors of the Originator, the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and member of the Trust Depositor; (ciii) officially certified evidence dated within 30 thirty (30) days of the Closing Date of due formation and good standing of the Originator under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files as required under Section 2.06); (ev) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (fvi) a letter from Ernst & Young LLP or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor (with a copy to Mxxxx’x, Fitch and S&PMoody's), stating that such firm has reviewed a sample of the Initial Xxxxxxx Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial Loans that do not conform; (gvii) copies of resolutions of the Board of Directors of the Trust Depositor or of the Executive Committee of the Board of Directors of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Trust Depositor; (viii) officially certified, evidence dated within 30 thirty (30) days of the Closing Date of due organization and good standing of the Trust Depositor under the laws of the State of Delaware; (hix) evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statements listing executed by the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Owner Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer in the State of Delaware of UCC financing statements executed by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware of UCC financing statements executed by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ix) an Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (jxi) evidence of deposit in the Principal and Interest Account of all funds received with respect to the Initial Loans on and after the Initial Cut–Cut - Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s 's Certificate from the Servicer to the effect that such amount is correct; (kxii) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance by the Issuer; and (lxiii) a fully executed copy of the Transaction Documents.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee each of the following documents, certificates and other items as followsitems: (ai) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (bii) copies of resolutions of the Manager Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and the member of the Trust Depositor; (ciii) officially certified recent evidence dated within 30 days of the Closing Date of due formation incorporation and good standing of the Originator Originator, the Servicer and the Trust Depositor under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.062.06 below); (ev) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (fvi) a letter from Ernst & Young LLP Young, or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor Depositor, (with a copy to Mxxxx’x, Fitch and S&P), a) stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies (b) identifying those Initial Loans that do not conformconform to the procedures; (gvii) officially certified, evidence dated within 30 days a letter from each Rating Agency assigning ratings not lower than those disclosed in the Offering Memorandum to each of the Closing Date Class A Notes, the Class B Notes and the Class C Notes; (viii) copies of due organization and good standing resolutions of the Board of Directors of the Trust Depositor under approving the laws execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the State of DelawareTrust Depositor; (hix) evidence of proper filing with appropriate offices in the State of Delaware UCC Filing Locations of UCC financing statements listing executed by the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Trustee Issuer as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ix) an Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (jxi) evidence of deposit in the Principal and Interest Collection Account of all funds received with respect to the Initial Loans on and after the Initial Cut–-Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s 's Certificate from the Servicer to the effect that such amount is correct; (kxii) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance Deposit by the Issuer; and; (lxiii) a fully executed copy of each Transaction Document; (xiv) opinions of counsel for the Transaction DocumentsOriginator and the Trust Depositor, in form and substance satisfactory to the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xv) an opinion of Winston & Xxxxxx to the effect that, for federal income tax purposes, the Class A Notes, the Class B Notes and Class C Notes will be characterized as debt and the Issuer will not be characterized as an association, taxable mortgage pool, or publicly traded partnership taxable as a corporation; and (xvi) an opinion of Winston & Xxxxxx to the effect that the Issuer will not be subject to income tax imposed by the State of Maryland, and Holders of the Class A Notes, the Class B Notes and Class C Notes that are not otherwise subject to State of Maryland income tax jurisdiction will not become subject to income taxation by the State of Maryland solely as a result of their ownership of the Class A Notes, the Class B Notes and Class C Notes.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and Indenture Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (b) copies of resolutions of the Manager of the Originator, the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and member of the Trust Depositor; (c) officially certified evidence dated within 30 thirty (30) days of the Closing Date of due formation and good standing of the Originator under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files as required under Section 2.06); (e) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (f) a letter from Ernst & Young LLP or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor (with a copy to Mxxxx’x, Fitch and S&PMoody's), stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial Loans that do not conform; (g) officially certified, evidence dated within 30 thirty (30) days of the Closing Date of due organization and good standing of the Trust Depositor under the laws of the State of Delaware; (h) evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statements listing the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Owner Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer in the State of Delaware of UCC financing statements executed by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware of UCC financing statements executed by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (i) an Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (j) evidence of deposit in the Principal and Interest Account of all funds received with respect to the Initial Loans on and after the Initial Cut–-Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s 's Certificate from the Servicer to the effect that such amount is correct; (k) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance by the Issuer; and (l) a fully executed copy of the Transaction Documents.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and Indenture Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (b) copies of resolutions of the Manager of the Originator, the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and member of the Trust Depositor; (c) officially certified evidence dated within 30 thirty (30) days of the Closing Date of due formation and good standing of the Originator under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files as required under Section 2.06); (e) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (f) a letter from Ernst & Young LLP or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor (with a copy to Mxxxx’x, Fitch and S&PXxxxx'x), stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial Loans that do not conform; (g) copies of resolutions of the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Trust Depositor; (h) officially certified, evidence dated within 30 thirty (30) days of the Closing Date of due organization and good standing of the Trust Depositor under the laws of the State of Delaware; (hi) evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statements listing the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Owner Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer in the State of Delaware of UCC financing statements executed by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware of UCC financing statements executed by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ij) an Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (jk) evidence of deposit in the Principal and Interest Account of all funds received with respect to the Initial Loans on and after the Initial Cut–-Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s 's Certificate from the Servicer to the effect that such amount is correct; (kl) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance by the Issuer; and (lm) a fully executed copy of the Transaction Documents.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee each of the following documents, certificates and other items as followsitems: (ai) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (bii) copies of resolutions of the Manager Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and the member of the Trust Depositor; (ciii) officially certified recent evidence dated within 30 days of the Closing Date of due formation incorporation and good standing of the Originator Originator, the Servicer and the Trust Depositor under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.062.06 below); (ev) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (fvi) a letter from Ernst & Young LLP Young, or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor Depositor, (with a copy to Mxxxx’x, Fitch and S&P), a) stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies (b) identifying those Initial Loans that do not conformconform to the procedures; (gvii) officially certified, evidence dated within 30 days a letter from each applicable Rating Agency assigning ratings not lower than those disclosed in the Offering Memorandum to each of the Closing Date Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes; (viii) copies of due organization and good standing resolutions of the Board of Directors of the Trust Depositor under approving the laws execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the State of DelawareTrust Depositor; (hix) evidence of proper filing with appropriate offices in the State of Delaware UCC Filing Locations of UCC financing statements listing executed by the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Trustee Issuer as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ix) an Officer’s Certificate listing the Servicer’s Servicing Officers; (jxi) evidence of deposit in the Principal and Interest Collection Account of all funds received with respect to the Initial Loans on and after the Initial Cut–-Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s Certificate from the Servicer to the effect that such amount is correct; (kxii) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance Deposit by the Issuer; and; (lxiii) a fully executed copy of each Transaction Document; (xiv) opinions of counsel for the Transaction DocumentsOriginator and the Trust Depositor, in form and substance satisfactory to the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xv) an opinion of Winston & Xxxxxx LLP to the effect that, for federal income tax purposes, the Class A Notes, the Class B Notes and Class C Notes will be characterized as debt and the Issuer will not be characterized as an association, taxable mortgage pool, or publicly traded partnership taxable as a corporation; and (xvi) an opinion of Winston & Xxxxxx LLP to the effect that the Issuer will not be subject to income tax imposed by the State of Maryland, and Holders of the Class A Notes, the Class B Notes and Class C Notes that are not otherwise subject to State of Maryland income tax jurisdiction will not become subject to income taxation by the State of Maryland solely as a result of their ownership of the Class A Notes, the Class B Notes and Class C Notes.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and Indenture Trustee each of the documents, certificates and other items as follows: (ai) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (bii) copies of resolutions of the Manager Board of Directors of the Originator, the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and member of the Trust Depositor; (ciii) officially certified evidence dated within 30 thirty (30) days of the Closing Date of due formation and good standing of the Originator under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files as required under Section 2.06); (ev) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (fvi) a letter from Ernst & Young LLP or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor (with a copy to Mxxxx’x, Fitch and S&P)Depositor, stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial Loans that do not conform; (gvii) copies of resolutions of the Board of Directors of the Trust Depositor or of the Executive Committee of the Board of Directors of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Trust Depositor; (viii) officially certified, evidence dated within 30 thirty (30) days of the Closing Date of due organization and good standing of the Trust Depositor under the laws of the State of Delaware; (hix) evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statements listing executed by the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Owner Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer in the State of Delaware of UCC financing statements executed by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware of UCC financing statements executed by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ix) an Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (jxi) evidence of deposit in the Principal and Interest Account of all funds received with respect to the Initial Loans on and after the Initial Cut–-Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s 's Certificate from the Servicer to the effect that such amount is correct; (kxii) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance by the Issuer; and (lxiii) a fully executed copy of the Transaction Documents.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee each of the following documents, certificates and other items as followsitems: (ai) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (bii) copies of resolutions of the Manager Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and the member of the Trust Depositor; (ciii) officially certified recent evidence dated within 30 days of the Closing Date of due formation incorporation and good standing of the Originator Originator, the Servicer and the Trust Depositor under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.062.06 below); (ev) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (fvi) a letter from Ernst & Young LLP Young, or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor Depositor, (with a copy to Mxxxx’x, Fitch and S&P), a) stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies (b) identifying those Initial Loans that do not conformconform to the procedures; (gvii) officially certified, evidence dated within 30 days a letter from each Rating Agency assigning to each of the Closing Date Offered Notes the ratings disclosed in the Private Placement Memorandum; (viii) copies of due organization and good standing resolutions of the Board of Directors of the Trust Depositor under approving the laws execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the State of DelawareTrust Depositor; (hix) evidence of proper filing with appropriate offices in the State of Delaware UCC Filing Locations of UCC financing statements listing executed by the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Trustee Issuer as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ix) an Officer’s Certificate listing the Servicer’s Servicing Officers; (jxi) evidence of deposit in the Principal and Interest Collection Account of all funds received with respect to the Initial Loans on and after the Initial Cut–-Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s Certificate from the Servicer to the effect that such amount is correct; (kxii) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance Deposit by the Issuer; and; (lxiii) a fully executed copy of each Transaction Document; (xiv) opinions of counsel for the Transaction DocumentsOriginator and the Trust Depositor, in form and substance satisfactory to the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xv) an opinion of Winston & Xxxxxx to the effect that, for federal income tax purposes, the Class A Notes and the Class B Notes will be characterized as debt and the Issuer will not be characterized as an association, taxable mortgage pool, or publicly traded partnership taxable as a corporation; and (xvi) an opinion of Winston & Xxxxxx to the effect that the Issuer will not be subject to income tax imposed by the State of Maryland, and holders of the Class A Notes and the Class B Notes that are not otherwise subject to State of Maryland income tax jurisdiction will not become subject to income taxation by the State of Maryland solely as a result of their ownership of the Class A Notes and the Class B Notes.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee each of the following documents, certificates and other items as followsitems: (ai) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (bii) copies of resolutions of the Manager Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, Originator and the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and the member of the Trust Depositor; (ciii) officially certified recent evidence dated within 30 days of the Closing Date of due formation incorporation and good standing of the Originator Originator, the Servicer and the Trust Depositor under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.062.06 below); (ev) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (fvi) a letter from Ernst & Young LLP Young, or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor Depositor, (with a copy to Mxxxx’x, Fitch and S&P), a) stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies (b) identifying those Initial Loans that do not conformconform to the procedures; (gvii) officially certified, evidence dated within 30 days a letter from each Rating Agency assigning to each of the Closing Date Offered Notes the ratings disclosed in the Private Placement Memorandum; (viii) copies of due organization and good standing resolutions of the Board of Managers of the Trust Depositor under the laws or of the State Executive Committee of Delawarethe Board of Managers of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Trust Depositor; (hix) evidence of proper filing with appropriate offices in the State of Delaware UCC Filing Locations of UCC financing statements listing executed by the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Trustee Issuer as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware UCC Filing Locations of UCC financing statements executed delivered by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (ix) an Officer’s Certificate listing the Servicer’s Servicing Officers; (jxi) evidence of deposit in the Principal and Interest Collection Account of all funds received with respect to the Initial Loans on and after the Initial Cut–Off Date to the date two (2) days preceding the Closing Date, together with an Officer’s Certificate from the Servicer to the effect that such amount is correct; (kxii) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance Deposit by the Issuer; and; (lxiii) a fully executed copy of each Transaction Document; (xiv) opinions of counsel for the Transaction DocumentsOriginator and the Trust Depositor, in form and substance satisfactory to the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xv) an opinion of Winston & Xxxxxx to the effect that, for federal income tax purposes, the Class A Notes and Class B Notes will be characterized as debt and the Issuer will not be characterized as an association, taxable mortgage pool, or publicly traded partnership taxable as a corporation; and (xvi) an opinion of Winston & Xxxxxx to the effect that the Issuer will not be subject to income tax imposed by the State of Maryland, and holders of the Class A Notes and the Class B Notes that are not otherwise subject to State of Maryland income tax jurisdiction will not become subject to income taxation by the State of Maryland solely as a result of their ownership of the Class A Notes and Class B Notes.

Conditions to Transfer of Loan Assets to Issuer. On or before the Closing Date, the Originator or the Trust Depositor, as applicable, shall deliver or cause to be delivered to the Owner Trustee and Indenture Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Originator substantially in the form of Exhibit C hereto; (b) copies of resolutions of the Manager of the Originator, the Servicer and the member of the Trust Depositor or of the Executive Committee of the Board of Directors of the Originator, the Servicer and the member of the Trust Depositor approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Originator, the Servicer and member of the Trust Depositor; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Originator under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Trust Depositor, together with an Assignment substantially in the form of Exhibit A (along with the delivery of any instruments and Loan Files as required under Section 2.06); (e) a certificate of an officer of the Trust Depositor substantially in the form of Exhibit B hereto; (f) a letter from Ernst & Young LLP or another nationally recognized accounting firm, addressed to the Originator and the Trust Depositor (with a copy to Mxxxx’x, Fitch Mxxxx’x and S&P), stating that such firm has reviewed a sample of the Initial Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial Loans that do not conform; (g) officially certified, evidence dated within 30 days of the Closing Date of due organization and good standing of the Trust Depositor under the laws of the State of Delaware; (h) evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statements listing the Originator, as debtor, naming the Trust Depositor as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officer in the State of Delaware of UCC financing statements executed by the Trust Depositor, as debtor, naming the Issuer as secured party (and the Indenture Trustee as assignee) and identifying the Loan Assets as collateral; and evidence of proper filing with appropriate officers in the State of Delaware of UCC financing statements executed by the Issuer and naming the Indenture Trustee as secured party and identifying the Indenture Collateral, as collateral; (i) an Officer’s Certificate listing the Servicer’s Servicing Officers; (j) evidence of deposit in the Principal and Interest Account of all funds received with respect to the Initial Loans on and after the Initial Cut–—Off Date to the date two days preceding the Closing Date, together with an Officer’s Certificate from the Servicer to the effect that such amount is correct; (k) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Balance by the Issuer; and (l) a fully executed copy of the Transaction Documents.