Common use of Conditions to Transfer of Loan Assets to the Trust Depositor Clause in Contracts

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller substantially in the form of Exhibit C to the Sale and Servicing Agreement; (b) copies of resolutions of Hercules, as Seller and Servicer, approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of Hercules; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Seller, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller and the Trust Depositor (with a copy to the Trustee and the Rating Agency), 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; (f) a UCC-1 financing statement, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party and naming the Issuer as assignee of assignor, buyer or secured party and describing the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (g) an Officer’s Certificate listing the Servicer’s Servicing Officers; (h) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller substantially in the form of Exhibit C to the Sale and Servicing Agreement; (b) copies of resolutions of HerculesHorizon, as Seller and Servicer, approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of HerculesHorizon; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Seller, together with an Assignment with respect to the Initial 2013-1 Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers McGladrey LLP, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller and the Trust Depositor (with a copy to the Trustee and the Rating Agency), stating that such firm has reviewed a sample of the Initial 2013-1 Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial 2013-1 Loans that do not conform; (f) a UCC-1 financing statement, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party party, and naming the Issuer as assignee of assignor, buyer or secured party and describing the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department Secretary of Assessments and Taxation State of the State of Maryland Delaware and in such other locations as the Trust Depositor shall have required; (g) an Officer’s Certificate listing the Servicer’s Servicing Officers; (h) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where . On or before the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing AgreementClosing Date, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH transfer or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, 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 Seller Originator substantially in the form of Exhibit C to the Sale Transfer and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party Agreement and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe 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 Seller 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 SellerTrust Depositor, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.072.06 of the Transfer and Servicing Agreement); (ev) a letter from Pricewaterhouse Coopers LLPeach Rating Agency assigning to each of the Offered Notes the ratings disclosed in the Private Placement Memorandum; (vi) a letter from Ernst & Young, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor Depositor, (with a copy to the Trustee and the Rating Agency), 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; (fvii) a UCC-1 [Reserved]; (viii) evidence of proper filing with appropriate offices in the UCC Filing Locations of UCC financing statementstatements delivered by the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party (and naming the Issuer as assignee of assignor, buyer or secured party assignee) and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gix) an Officer’s Certificate listing the Servicer’s Servicing Officers; (hx) evidence of deposit in the 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; (xi) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Issuer; (xii) a fully executed copy of each of the Transaction DocumentsDocument; (ixiii) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary opinions of the Seller) receives payments on behalf of or as agent counsel for the other lenders thereunder or where payments thereunder are made directly Originator, in form and substance satisfactory to such other lenders on behalf the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xiv) an opinion of or as agent Winston & Xxxxxx to the effect that, for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreementfederal income tax purposes, the Servicer shall have notified Class A Notes and directed Class B Notes will be characterized as debt and the Obligor with respect to each such Loan to make all payments on the LoansIssuer will not be characterized as an association, whether by checktaxable mortgage pool, wire transfer, ACH or otherwise, directly to the Lockbox Accountpublicly traded partnership taxable as a corporation; and (jxv) an opinion of Winston & Xxxxxx to the Servicer shall have notified effect that, for Maryland tax purposes, the Issuer will not be subject to income tax imposed by the State of Maryland, and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf holders of the Seller, Class A Notes and Class B Notes that are not otherwise subject to transfer such payments received from State of Maryland income tax jurisdiction will not become subject to income taxation by the Obligors with respect to such Loans to State of Maryland solely as a result of their ownership of the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lenderClass A Notes and Class B Notes.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller substantially in the form of Exhibit C to the Sale and Servicing Agreement;; BUSINESS.29147458.4 (b) copies of resolutions of Hercules, as Seller and Servicer, approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary authorized officer of Hercules; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Seller, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller and the Trust Depositor (with a copy to the Trustee and the Rating Agency), 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; (f) a UCC-1 financing statement, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party and naming the Issuer as assignee of assignor, buyer or secured party and describing the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gf) an Officer’s Certificate listing the Servicer’s Servicing Officers; (hg) a fully executed copy of each of the Transaction Documents; (ih) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, either (A) directly to the Lockbox Account or (B) to the Master Collection Account; and (ji) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans either (i) to the Lockbox Account or (ii) to the Master Collection Account, in either case, within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Indenture Trustee each of the documents, certificates and other items as follows: (ai) a A certificate of an officer of the Seller Originator substantially in the form of Exhibit C to the Sale Transfer and Servicing Agreement; (bii) copies Opinions of counsel for the Originator substantially in the form of Exhibits D and E to the Transfer and Servicing Agreement (and including as an addressee thereof each Rating Agency) that relate to the transfer of the Trust Assets from the Originator to the Trust Depositor; (iii) Copies of resolutions of Hercules, as Seller and Servicer, the Board of Directors of the Originator or of the Executive Committee of the Board of Directors of the Originator approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party Agreement and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe Originator; (civ) officially Officially certified recent evidence dated within 30 days of the Closing Date of due formation incorporation and good standing of the Seller Originator under the laws of the State state of Delaware; (dv) the The initial List of Loans, certified by an officer the Chairman of the SellerBoard, Chief Executive Officer, President or any Vice President of the Originator, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files as required under Section 2.072.05 below); (evi) a A letter from Pricewaterhouse Coopers LLPErnst & Young, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor (with a copy to the Trustee and the Rating Agency)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 contract terms and that identifies those Initial Loans that do not conform; (fvii) Copies of resolutions of the Board of Directors of the Servicer or of the Executive Committee of the Board of Directors of the Servicer approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a UCC-1 party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of the Servicer; (viii) Evidence of proper filing with appropriate offices in the UCC Filing Locations in the states of Delaware, Maryland and Minnesota UCC financing statementstatements executed by the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party and naming the Issuer as assignee of assignor, buyer or secured party and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gix) an An Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (hx) a fully executed copy Evidence of each deposit in the Collection Account of all funds received with respect to the Transaction DocumentsInitial Loans after the Initial Cutoff 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; (ixi) except with respect A fully executed Trust Agreement; (xii) A fully executed Administration Agreement; (xiii) An opinion of Xxxxxx & Xxxxxx to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent effect that for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreementfederal income tax purposes, the Servicer shall have notified Class A Notes and directed the Obligor with respect to each such Loan to make all payments on Class B Notes will be characterized as debt and the Loans, whether by check, wire transfer, ACH Trust will not be characterized as an association or otherwise, directly to the Lockbox Accountpublicly traded partnership) taxable as a corporation; and (jxiv) the Servicer shall have notified and directed each An opinion of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans Xxxxxx & Xxxxxx to the Lockbox Account within one (1) effect that for Maryland tax purposes, the Trust will be classified as a partnership and will not be subject to the Maryland Corporation Income Tax or the Maryland Corporation Business Day of receipt of such payments by such co-lenderTax.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller Originator substantially in the form of Exhibit C to the Sale and Servicing Agreement; (b) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe Originator and the Servicer; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller Originator under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the SellerOriginator, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership KPMG or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor (with a copy to the Trustee and the Rating AgencyTrustee, Xxxxx’x, Fitch & 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; (f) a UCC-1 evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statementstatements listing the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party debtor and naming the Issuer Trustee as total assignee of assignor, buyer or secured party and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (g) an Officer’s Certificate listing the Servicer’s Servicing Officers;; and (h) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller substantially in the form of Exhibit C to the Sale and Servicing Agreement; (b) copies of resolutions of Hercules, as Seller and Servicer, approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of Hercules; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Seller, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller and the Trust Depositor (with a copy to the Trustee and the Rating Agency), 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; (f) a UCC-1 financing statement, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party and naming the Issuer as assignee of assignor, buyer or secured party and describing the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (g) an Officer’s Certificate listing the Servicer’s Servicing Officers; (h) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (ai) a certificate of an officer Officer’s Certificate of the Seller Originator substantially in the form of Exhibit C to the Sale and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the board of directors of the Originator and Servicer, the Servicer or of the executive committee of the board of directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunderhereunder, certified in each case by a Responsible Officer of the Secretary or an Assistant Secretary of HerculesOriginator and the Servicer; (ciii) officially certified evidence dated within 30 days of prior to the Closing Date of due formation and good standing of the Seller Originator under the laws of the State of DelawareNew York; (div) the initial List of Loans, certified by an officer a Responsible Officer of the SellerOriginator, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (ev) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership KPMG LLP or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor (with a copy to the Trustee Xxxxx’x and the Rating AgencyS&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; (fvi) evidence of proper filing with appropriate offices in the State of Delaware of a UCC-1 UCC financing statementstatement listing the Originator, naming the Seller as seller or debtor, naming the Trust Depositor Trustee as assignor, buyer or secured party total assignee and naming the Issuer as assignee of assignor, buyer or secured party and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gvii) an Officer’s Certificate listing from the Servicer’s listing the Servicing Officers; (hviii) evidence of deposit in the Principal and Interest Account of all Principal Collections received with respect to the Initial Loans on and after the Closing Date, together with an Officer’s Certificate from the Servicer to the effect that such amount is correct; and (ix) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller substantially in the form of Exhibit C to the Sale and Servicing Agreement; (b) copies of resolutions of Hercules, as Seller and Servicer, approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of Hercules; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Seller, together with an Assignment with respect to the Initial 2012-1 Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller and the Trust Depositor (with a copy to the Trustee and the Rating Agency), stating that such firm has reviewed a sample of the Initial 2012-1 Loans and performed specific procedures for such sample with respect to certain loan terms and that identifies those Initial 2012-1 Loans that do not conform; (f) a UCC-1 financing statement, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party and naming the Issuer as assignee of assignor, buyer purchaser or secured party and describing the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (g) an Officer’s Certificate listing the Servicer’s Servicing Officers; (h) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (ai) a certificate of an officer of the Seller Originator substantially in the form of Exhibit C to the Sale and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe Originator and the Servicer; (ciii) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller Originator under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the SellerOriginator, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files as required under Section 2.07); (ev) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership KPMG or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor (with a copy to the Trustee and the Rating AgencyXxxxx’x, Fitch & 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; (fvi) a UCC-1 evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statementstatements listing the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party debtor and naming the Issuer Trustee as total assignee of assignor, buyer or secured party and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gvii) an Officer’s Certificate listing the Servicer’s Servicing Officers;; and (hviii) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Indenture Trustee each of the documents, certificates and other items as follows: (ai) a certificate of an officer of the Seller Originator substantially in the form of Exhibit C to the Sale and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe Originator and the Servicer; (ciii) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller Originator under the laws of the State of Delaware; (div) the initial List of Loans, certified by an officer of the SellerOriginator, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files as required under Section 2.07); (ev) a letter from Pricewaterhouse Coopers LLP, a Delaware limited liability partnership KPMG or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor (with a copy to the Trustee and the Rating AgencyXxxxx’x, Fitch & 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; (fvi) a UCC-1 evidence of proper filing with appropriate offices in the State of Delaware of UCC financing statementstatements listing the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party debtor and naming the Issuer Indenture Trustee as total assignee of assignor, buyer or secured party and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gvii) an Officer’s Certificate listing the Servicer’s Servicing Officers; (hviii) evidence of deposit in the Principal and Interest Account of all Principal Collections received with respect to the Initial Loans on and after the Initial Cut-Off Date in the case of payments of principal of the Initial Loans and July 1, 2005 in the case of interest payments on the Initial Loans, 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; and (ix) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, 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 Seller Originator substantially in the form of Exhibit C to the Sale Transfer and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party Agreement and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe 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 Seller 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 SellerTrust Depositor, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.072.06 of the Transfer and Servicing Agreement); (ev) a letter from Pricewaterhouse Coopers LLPeach Rating Agency assigning to each of the Offered Notes the ratings disclosed in the Private Placement Memorandum; (vi) a letter from Ernst & Young, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor Depositor, (with a copy to the Trustee and the Rating Agency), 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; (fvii) a UCC-1 [Reserved]; (viii) evidence of proper filing with appropriate offices in the UCC Filing Locations of UCC financing statementstatements delivered by the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party (and naming the Issuer as assignee of assignor, buyer or secured party assignee) and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gix) an Officer’s Certificate listing the Servicer’s Servicing Officers; (hx) evidence of deposit in the 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; (xi) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Issuer; (xii) a fully executed copy of each of the Transaction DocumentsDocument; (ixiii) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary opinions of the Seller) receives payments on behalf of or as agent counsel for the other lenders thereunder or where payments thereunder are made directly Originator, in form and substance satisfactory to such other lenders on behalf the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xiv) an opinion of or as agent Winston & Xxxxxx to the effect that, for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreementfederal income tax purposes, the Servicer shall have notified Class A Notes and directed Class B Notes will be characterized as debt and the Obligor with respect to each such Loan to make all payments on the LoansIssuer will not be characterized as an association, whether by checktaxable mortgage pool, wire transfer, ACH or otherwise, directly to the Lockbox Accountpublicly traded partnership taxable as a corporation; and (jxv) an opinion of Winston & Xxxxxx to the Servicer shall have notified effect that, for Maryland tax purposes, the Issuer will not be subject income tax imposed by the State of Maryland, and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf holders of the Seller, Class A Notes and the Class B Notes that are not otherwise subject to transfer such payments received from State of Maryland income tax jurisdiction will not become subject to income taxation by the Obligors with respect to such Loans to State of Maryland solely as a result of their ownership of the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lenderClass A Notes and Class B Notes.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor, the Owner Trustee and the Trustee each of the documents, certificates and other items as follows: (a) a certificate of an officer of the Seller substantially in the form of Exhibit C to the Sale and Servicing Agreement; (b) copies of resolutions of HerculesHorizon, as Seller and Servicer, approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or an Assistant Secretary of HerculesHorizon; (c) officially certified evidence dated within 30 days of the Closing Date of due formation and good standing of the Seller under the laws of the State of Delaware; (d) the initial List of Loans, certified by an officer of the Seller, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto (along with the delivery of any instruments and Loan Files as required under Section 2.07); (e) a letter from Pricewaterhouse Coopers RSM US LLP, a Delaware limited liability partnership or another nationally recognized accounting firm, addressed to the Seller and the Trust Depositor (with a copy to the Trustee and the Rating Agency), 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; (f) a UCC-1 financing statement, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party party, and naming the Issuer as assignee of assignor, buyer or secured party and describing the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department Secretary of Assessments and Taxation State of the State of Maryland Delaware and in such other locations as the Trust Depositor shall have required; (g) an Officer’s Certificate listing the Servicer’s Servicing Officers; (h) a fully executed copy of each of the Transaction Documents; (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where . On or before the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) and (ii) Loans described in Section 7.01(d) of the Sale and Servicing AgreementClosing Date, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH transfer or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lender.Account.1

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, 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 Seller Originator substantially in the form of Exhibit C to the Sale Transfer and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party Agreement and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe 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 Seller 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 SellerTrust Depositor, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.072.06 of the Transfer and Servicing Agreement); (ev) a letter from Pricewaterhouse Coopers LLPeach Rating Agency assigning ratings not lower than those disclosed in the Offering Memorandum to each of the Class A Notes, the Class B Notes and the Class C Notes; (vi) a Delaware limited liability partnership letter from Ernst & Young, or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor Depositor, (with a copy to the Trustee and the Rating Agency), 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; (fvii) a UCC-1 [Reserved]; (viii) evidence of proper filing with appropriate offices in the UCC Filing Locations of UCC financing statementstatements delivered by the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party (and naming the Issuer as assignee of assignor, buyer or secured party assignee) and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gix) an Officer’s 's Certificate listing the Servicer’s 's Servicing Officers; (hx) evidence of deposit in the 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; (xi) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Issuer; (xii) a fully executed copy of each of the Transaction DocumentsDocument; (xiii) opinions of counsel for the Originator, in form and substance satisfactory to the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xiv) an opinion of Winston & Xxxxxx to the effect that, for federal income tax purposes, the Class A Notes, 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; (xv) an opinion of Winston & Xxxxxx to the effect that, for Maryland tax purposes, the Issuer will not be subject to income tax imposed by the State of Maryland, and holders of the Class A Notes, 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, Class B Notes and Class C Notes; (xvi) an opinion of Winston & Xxxxxx, in form and substance satisfactory to the Initial Purchaser, as to certain true sale, non-consolidation and perfection of security interests issues; and (xvii) an opinion of Xxxxxx & Xxxxxx, counsel to the Company, (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) certain corporate matters and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, there being no consents required to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lenderbusiness Loans.

Conditions to Transfer of Loan Assets to the Trust Depositor. On or before the Closing Date, the Seller Originator shall deliver or cause to be delivered to the Trust Depositor, 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 Seller Originator substantially in the form of Exhibit C to the Sale Transfer and Servicing Agreement; (bii) copies of resolutions of Hercules, as Seller the Board of Directors of the Originator and Servicer, the Servicer or of the Executive Committee of the Board of Directors of the Originator and the Servicer approving the execution, delivery and performance of this Agreement, the Transaction Documents to which it is a party Agreement and the transactions contemplated hereunder and thereunderhereunder, certified in each case by the Secretary or an Assistant Secretary of Herculesthe 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 Seller 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 SellerTrust Depositor, together with an Assignment with respect to the Initial Loan Assets substantially in the form of Exhibit A, attached hereto A (along with the delivery of any instruments and Loan Files Documents as required under Section 2.072.06 of the Transfer and Servicing Agreement); (ev) a letter from Pricewaterhouse Coopers LLPeach applicable Rating Agency assigning ratings not lower than those disclosed in the Offering Memorandum to each of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes; (vi) a Delaware limited liability partnership letter from Ernst & Young, or another nationally recognized accounting firm, addressed to the Seller Originator and the Trust Depositor Depositor, (with a copy to the Trustee and the Rating Agency), 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; (fvii) a UCC-1 [Reserved]; (viii) evidence of proper filing with appropriate offices in the UCC Filing Locations of UCC financing statementstatements delivered by the Originator, naming the Seller as seller or debtor, naming the Trust Depositor as assignor, buyer or secured party (and naming the Issuer as assignee of assignor, buyer or secured party assignee) and describing identifying the Loan Assets being sold by it to the Trust Depositor as collateral, which financing statement shall be filed on the Closing Date with the office of the Department of Assessments and Taxation of the State of Maryland and in such other locations as the Trust Depositor shall have required; (gix) an Officer’s Certificate listing the Servicer’s Servicing Officers; (hx) evidence of deposit in the 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; (xi) evidence of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Issuer; (xii) a fully executed copy of each of the Transaction DocumentsDocument; (xiii) opinions of counsel for the Originator, in form and substance satisfactory to the Initial Purchaser (and including as an addressee thereof each Rating Agency); (xiv) an opinion of Winston & Xxxxxx LLP to the effect that, for federal income tax purposes, the Class A Notes, 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; (xv) an opinion of Winston & Xxxxxx LLP to the effect that, for Maryland tax purposes, the Issuer will not be subject to income tax imposed by the State of Maryland, and holders of the Class A Notes, 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, Class B Notes and Class C Notes; (xvi) an opinion of Winston & Xxxxxx LLP, in form and substance satisfactory to the Initial Purchaser, as to certain true sale, non-consolidation and perfection of security interests issues; and (xvii) an opinion of Xxxxxx & Xxxxxx, counsel to the Company, (i) except with respect to (i) Agented Loans, Co-Agented Loans, Third Party Agented Loans and Participated Loans where the Seller (or a wholly-owned subsidiary of the Seller) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Seller (or a wholly-owned subsidiary of the Seller) certain corporate matters and (ii) Loans described in Section 7.01(d) of the Sale and Servicing Agreement, the Servicer shall have notified and directed the Obligor with respect to each such Loan to make all payments on the Loans, whether by check, wire transfer, ACH or otherwise, directly to the Lockbox Account; and (j) the Servicer shall have notified and directed each of Hercules’s co-lenders under Co-Agented Loans and Third Party Agented Loans that receive payments on behalf of the Seller, there being no consents required to transfer such payments received from the Obligors with respect to such Loans to the Lockbox Account within one (1) Business Day of receipt of such payments by such co-lenderbusiness Loans.