Common use of Conveyance of Additional Loans Clause in Contracts

Conveyance of Additional Loans. (a) The Originator may, at its option (but shall not be obligated to) at any time during the Replenishment Period and subject to the conditions set forth in this Section 2.05, sell, transfer, assign set over and otherwise convey to the Trust Depositor (by delivery of a Subsequent Purchase Agreement in the form of Exhibit J to the Transfer and Servicing Agreement), the Trust Originator’s right, title and interest in Additional Loan Assets, which shall become part of the Loan Assets. Upon the acquisition of any Additional Loan Assets pursuant to this Section 2.05, such Additional Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and become part of the Indenture Collateral subject to the Lien of the Indenture. The Originator represents and warrants in connection with the foregoing that it will not cause the Trust Depositor to acquire any Additional Loan pursuant to this Section 2.05 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) During the Replenishment Period, each Additional Loan to be acquired by the Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Collateral Criteria are satisfied; provided that if any component of the Collateral Criteria is not satisfied prior to giving effect to the inclusion of an Additional Loan, the Collateral Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan. For purposes of determining compliance with the Collateral Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC,” a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (c) The Originator shall transfer to the Trust Depositor the Additional Loans and the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely Addition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Collateral Criteria are satisfied; provided that if any component of the Collateral Criteria is not satisfied prior to giving effect to the inclusion of such Additional Loan, the Collateral Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan; (iii) the Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J hereto, which shall include a Subsequent List of Loans listing the Additional Loans; and (iv) the Trust Depositor shall have delivered to the Issuer a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; (v) the Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received with respect to the Additional Loans on and after the related Subsequent Cut-Off Date; (vi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Originator pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b)(ii) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Subsequent Transfer Date. (d) the Originator shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its Computer Records that ownership of the Additional Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold to the Issuer through the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement.

Conveyance of Additional Loans. (a) The Originator Issuer may, at its option (but shall not be obligated to) at any time during the Replenishment Ramp-Up Period and the Reinvestment Period and subject to the conditions set forth in this Section 2.052.06, sellapply Principal Collections standing to the credit of the Principal Collections Account, transfer, assign set over Draws under the Class A-2 Notes and otherwise convey amounts standing to the credit of the Class A-2 Funding Account to purchase Additional Loan Assets from the Trust Depositor (by delivery of a Subsequent Purchase Agreement Transfer Agreement). The purchase price paid by the Issuer for any Additional Loan shall be an amount equal to (x) in the form case of Exhibit J to a Loan originated by the Transfer and Servicing Agreement)Originator, the Trust Originator’s rightOutstanding Loan Balance thereof, title and (y) in the case of a Loan acquired by the Originator from a third party, the purchase price paid for such Loan, plus, in each case accrued interest in Additional Loan Assets, which shall become part of the Loan Assets. thereon. (b) Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.052.06, such Additional Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and become part of the Indenture Collateral subject to the Lien of the Indenture. The Originator Servicer represents and warrants in connection with the foregoing that it will not cause the Trust Depositor Issuer to acquire any Additional Loan pursuant to this Section 2.05 2.06 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (bc) During the Replenishment Period, each Each Additional Loan to be acquired by the Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool Collateral during the Ramp-Up Period and the Reinvestment Period will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan PoolCollateral, the Collateral Portfolio Criteria are satisfied; provided that if any component of the Collateral Portfolio Criteria is not satisfied prior to giving effect to the inclusion of an such Additional LoanLoans, the Collateral Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional LoanLoans. For purposes of determining compliance with the Collateral Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC,” ”, a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (cd) The Originator shall transfer to the Trust Depositor and the Trust Depositor shall transfer to the Issuer the Additional Loans and the other property and rights related thereto described in Section 2.05(a2.06(a) only upon the satisfaction of each of the following conditions on or prior to the related Transfer Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Cut-Off Date): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely Addition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than five days prior to 11:00 a.m. on the related Subsequent Transfer Cut-Off Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan PoolCollateral, the Collateral Portfolio Criteria are satisfied; provided that if any component of the Collateral Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional LoanLoans, the Collateral Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional LoanLoans; (iii) the Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J heretoAgreement, which shall include a Subsequent List of Loans listing the Additional Loans; and; (iv) the Trust Depositor shall have delivered to the Issuer a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; (v) the Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received with respect to the Additional Loans on and after the related Subsequent Cut-Off Date; (vi) as of each Subsequent Transfer Cut-Off Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Originator Trust Depositor pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b)(ii) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Subsequent Transfer Cut-Off Date. (de) the The Originator shall, at its own expense, on or prior to the Subsequent Transfer related Cut-Off Date, indicate in its Computer Records that ownership of the Additional Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold to by the Issuer through Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to this Agreement and the Transfer and Servicing Agreements. (f) The Originator shall deliver prior written notice of the inclusion of an Additional Loan to Xxxxx’x, Fitch and S&P. (g) The Servicer on behalf of the Issuer shall present each Additional Loan proposed to be included in the Collateral to each Rating Agency for review by such Rating Agency in order that each Rating Agency may provide a rating and a recovery rate with respect to such Loan; provided that (i) such Loan may become a part of the Collateral prior to the Servicer’s presentment of the Loan to the Rating Agencies as described herein, (ii) the Servicer’s failure to present a Loan to the Rating Agencies as described herein shall not constitute an independent breach of, or default under, this Agreement, (iii) with respect to S&P, the recovery rate shall be determined in accordance with the S&P Priority Category Recovery Rate and (iv) the Servicer shall have no obligation to present a Substitute Loan to Xxxxx’x if a Xxxxx’x Rating for such Loan has been determined by reference to clause (e) of the definition of Xxxxx’x Rating. (h) Within five Business Days after the Effective Date, the Servicer will (i) determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) report the results of that determination to the Indenture Trustee and the Rating Agencies and (iii) request that each of Xxxxx’x and S&P confirm in writing (the “Effective Date Ratings Confirmation”), within 30 days after the Effective Date (or such later date as each such Rating Agency may determine), that it has not reduced or withdrawn any of the ratings assigned to the Offered Notes on the Closing Date. In the event that any such rating is reduced or withdrawn (such event, a “Ratings Confirmation Failure”), the next and succeeding Distribution Dates shall be Sequential Distribution Dates until such date as each such Rating Agency shall confirm its respective ratings of the Offered Notes assigned on the Closing Date or until the Outstanding Principal Balance of each class of Offered Notes is reduced to zero. If upon receipt of the Effective Date Ratings Confirmation, no Ratings Confirmation Failure occurs, no Sequential Distribution Date will occur by reason thereof.

Conveyance of Additional Loans. (a) The Originator Issuer may, at its option (but shall not be obligated to) at any time during the Replenishment Ramp-Up Period and the Reinvestment Period and subject to the conditions set forth in this Section 2.052.06, sell, transfer, assign set over and otherwise convey apply Principal Collections standing to the credit of the Principal Collections Account, Draws under the Class A-2 Notes and amounts standing to the credit of the Class A-2 Funding Account to purchase Additional Loan Assets from the Trust Depositor Depositor. The purchase price paid by the Issuer for any Additional Loan shall be an amount equal to (by delivery x) in the case of a Subsequent Purchase Agreement Loan originated by the Originator, the Outstanding Loan Balance thereof, and (y) in the form case of Exhibit J to a Loan acquired by the Transfer and Servicing Agreement)Originator from a third party, the Trust Originator’s right, title and interest in Additional Loan Assets, which shall become part of the Loan Assets. purchase price paid for such Loan. (b) Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.052.06, such Additional Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and become part of the Indenture Collateral subject to the Lien of the Indenture. The Originator Servicer represents and warrants in connection with the foregoing that it will not cause the Trust Depositor Issuer to acquire any Additional Loan pursuant to this Section 2.05 2.06 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (bc) During the Replenishment Period, each Each Additional Loan to be acquired by the Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool Collateral during the Ramp-Up Period and the Reinvestment Period will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan PoolCollateral, (i) the Collateral Portfolio Acquisition and Disposition Requirements are satisfied and (ii) the Portfolio Criteria are satisfied; provided that if any component of the Collateral Portfolio Criteria is not satisfied prior to giving effect to the inclusion of an such Additional LoanLoans, the Collateral Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional LoanLoans, except that no such purchase will be permitted if, but for the ability to maintain or improve compliance with such component, such purchase would not have been permitted as a result of the Issuer’s failure to meet the new testing levels set forth in the applicable Zone of the Collateral Quality Table as a result of such purchase. For purposes of determining compliance with the Collateral Portfolio Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating as determined by the Servicer in accordance with the criteria set forth in the definition of “CCC,” S&P Rating”, a Xxxxx’x Rating of “Caa2Caa1” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (cd) The Originator shall transfer to the Trust Depositor and the Trust Depositor shall transfer to the Issuer the Additional Loans and the other property and rights related thereto described in Section 2.05(a2.06(a) only upon the satisfaction of each of the following conditions on or prior to the related Transfer Cut-Off Date (and the delivery of a related Addition Notice by the Trust Depositor shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Cut-Off Date): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely Addition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than five days prior to 11:00 a.m. on the related Subsequent Transfer Cut-Off Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan PoolCollateral, the Collateral Portfolio Criteria are satisfied; provided that (A) if any component of the Collateral Portfolio Criteria is not satisfied prior to giving effect to the inclusion of such Additional LoanLoans, the Collateral Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional Loan;Loans, and (B) clause (A) above shall not be applicable if, but for the operation of such clause, such acquisition would not have been permitted as a result of the Issuer’s failure to meet the new testing levels set forth in the applicable Zone of the Collateral Quality Table as a result of the acquisition of such Additional Loans; provided, further, that (x) the Servicer and the Issuer hereby expressly agree that each sale of Loans shall be undertaken in accordance with the Portfolio Acquisition and Disposition Requirements and (y) any sale of Loans to an Affiliate of the Issuer as described above shall be subject to the limit set forth in Section 2.09(c). (iii) the Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J hereto, which shall include a Subsequent List of Loans listing the Additional Loans; and (iv) the Trust Depositor shall have delivered to the Issuer a duly executed Subsequent Transfer Agreement, which shall include and the Trustee a Subsequent List of Loans listing the Additional LoansLoans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Additional Loan; (viv) the Trust Depositor shall have deposited or caused to be deposited in the Collection Principal and Interest Account all Collections received with respect to the Additional Loans on and after the related Subsequent Cut-Off Date; (viv) as of each Subsequent Transfer Cut-Off Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (viivi) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viiivii) each of the representations and warranties made by the Originator Trust Depositor pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b)(ii) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Subsequent Transfer Cut-Off Date. (de) the The Originator shall, at its own expense, on or prior to the Subsequent Transfer related Cut-Off Date, indicate in its Computer Records that ownership of the Additional Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold to by the Issuer through Originator to the Trust Depositor and by the Trust Depositor to the Issuer pursuant to this Agreement and the Transfer and Servicing Agreements. (f) The Originator shall deliver prior written notice of the inclusion of an Additional Loan to Xxxxx’x, Fitch and S&P. (g) The Servicer on behalf of the Issuer shall present each Additional Loan proposed to be included in the Collateral to each Rating Agency (on or prior to the acquisition thereof in the case of S&P and within ten Business Days following the acquisition thereof in the case of Xxxxx’x) for review by such Rating Agency in order that each Rating Agency may provide a rating and a recovery rate with respect to such Loan; provided that (i) such Loan may become a part of the Collateral prior to the Servicer’s presentment of the Loan to the Rating Agencies as described herein, (ii) the Servicer’s failure to present a Loan to the Rating Agencies as described herein shall not constitute an independent breach of, or default under, this Agreement, (iii) with respect to S&P, the recovery rate shall be determined in accordance with the S&P Priority Category Recovery Rate and (iv) the Servicer shall have no obligation to present an Additional Loan to Xxxxx’x if (1) a Xxxxx’x Rating for such Loan has been determined by reference to clause (h) of the definition of Xxxxx’x Rating or (2) such Loan has a public rating. (h) The Portfolio Criteria must be satisfied after giving effect to any use of Principal Collections or proceeds of Draws on the Class A-2 Notes for the purchase of Loans during the Ramp-Up Period; provided that (i) if any component thereof is not satisfied prior to giving effect to the purchase of a Loan, the Portfolio Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the purchase of such Loan, and (ii) clause (i) above shall not be applicable if, but for the operation of such clause, such purchase would not have been permitted as a result of the Issuer’s failure to meet the new testing levels set forth in the applicable Zone of the Collateral Quality Table as a result of the purchase of such Loans. (i) Within ten Business Days after the Effective Date, the Servicer will (i) cause the Independent Accountants to determine the extent of compliance with the Portfolio Criteria of the Loans included in the Collateral as of the Effective Date, (ii) deliver a report of such Independent Accountants certifying the results of that determination to the Trustee and the Rating Agencies and (iii) request written confirmation (the “Effective Date Ratings Confirmation“) of the original ratings assigned to each class of Offered Notes on the Closing Date from (i) S&P and (ii) if the report prepared by the Independent Accountants in connection with the occurrence of the Effective Date indicates that any of the Portfolio Criteria are not satisfied as of the Effective Date, Xxxxx’x. In the event that any such rating is reduced or withdrawn (such event, a “Ratings Confirmation Failure”), the next and succeeding Distribution Dates shall be Sequential Distribution Dates until the earlier of (x) such date as each such Rating Agency shall confirm its respective ratings of the Offered Notes assigned on the Closing Date and (y) the Outstanding Principal Balance of each class of Offered Notes is reduced to zero. (j) In connection with the occurrence of the Effective Date, the Servicer, acting on behalf of the Issuer, shall prepare a report containing the information required to be set forth in a Monthly Report as of the Effective Date and deliver it to the Trustee and each Rating Agency within ten Business Days following the Effective Date.

Conveyance of Additional Loans. (a) The Originator Trust may, at its option (but shall not be obligated to) at any time during the Replenishment Period and subject to the conditions set forth in this Section 2.05, sell, transfer, assign set over and otherwise convey apply Principal Collections standing to the credit of the Principal Collections Account to purchase from the Trust Depositor (by delivery of a Subsequent Purchase Transfer Agreement in the form of Exhibit J to the Transfer and Servicing Agreement), the Trust Originator’s right, title and interest in I hereto) Additional Loan Assets, which shall become part of the Loan Assets. Upon the acquisition of any Additional Loan Assets pursuant to and in accordance with this Section 2.05, such Additional Loan Assets shall thereupon be conveyed by the Trust Depositor to the Issuer and become part of the Indenture Collateral subject to the Lien of the Indenture. The Originator Servicer represents and warrants in connection with the foregoing that it will not cause the Trust Depositor Issuer to acquire any Additional Loan pursuant to this Section 2.05 for the primary purpose of recognizing gains or decreasing losses resulting from market value changes. (b) During the Replenishment Period, each Additional Loan to be acquired by the Trust Depositor for conveyance to the Issuer for inclusion in the Loan Pool will be eligible for purchase by the Trust Depositor for conveyance to the Issuer and inclusion in the Indenture Collateral only if, after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Collateral Criteria are satisfied; provided that if any component of the Collateral Criteria is not satisfied prior to giving effect to the inclusion of an such Additional LoanLoans, the Collateral Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional LoanLoans. For purposes of determining compliance with the Collateral Criteria, any Additional Loan which does not have a rating from each Rating Agency as of the applicable Cut-Off Date will be deemed to have an S&P Rating of “CCC,” a Xxxxx’x Rating of “Caa2” and a Fitch Rating of “CCC” pending receipt of a rating estimate from the applicable Rating Agency. (c) The Originator shall transfer to the Trust Depositor and the Trust Depositor shall transfer to the Issuer the Additional Loans and the other property and rights related thereto described in Section 2.05(a) only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (and the delivery of a related Addition Notice by the Trust Depositor Issuer shall be deemed a representation and warranty by the Issuer, the Trust Depositor and the Originator that such conditions are satisfied as of the related Subsequent Transfer Date): (i) the Trust Depositor shall have provided the Issuer and the Indenture Trustee with a timely Addition Notice complying with the definition thereof contained herein, which Addition Notice shall be delivered no later than five days prior to the related Subsequent Transfer Date; (ii) after giving effect to the inclusion of the applicable Additional Loans in the Loan Pool, the Collateral Criteria are satisfied; provided that if any component of the Collateral Criteria is not satisfied prior to giving effect to the inclusion of such Additional LoanLoans, the Collateral Criteria shall be deemed satisfied with respect to such component if the component is maintained or improved by the inclusion of such Additional LoanLoans; (iii) the Originator shall have delivered to the Trust Depositor and Indenture Trustee a duly executed Subsequent Purchase Agreement in substantially the form of Exhibit J hereto, which shall include a Subsequent List of Loans listing the Additional Loans; and; (iv) the Trust Depositor shall have delivered to the Issuer a duly executed Subsequent Transfer Agreement, which shall include a Subsequent List of Loans listing the Additional Loans; (v) the Trust Depositor shall have deposited or caused to be deposited in the Collection Account all Collections received with respect to the Additional Loans on and after the related Subsequent Cut-Off Date; (vi) as of each Subsequent Transfer Date, neither the Originator nor the Trust Depositor was insolvent nor will either of them have been made insolvent by such transfer hereunder or under the Transfer and Servicing Agreement nor is either of them aware of any pending insolvency; (vii) no selection procedures believed by the Originator or the Trust Depositor to be adverse to the interests of the Holders or the Swap Counterparties shall have been utilized in selecting the Additional Loans; and (viii) each of the representations and warranties made by the Originator and Trust Depositor pursuant to Sections 3.02 (including without limitation that such Additional Loan is an Eligible Loan), 3.03(b)(ii) and 3.04 applicable to the Additional Loans shall be true and correct as of the related Subsequent Transfer Date. (d) the The Originator shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its Computer Records that ownership of the Additional Loans identified on the Subsequent List of Loans in the Subsequent Transfer Agreement has been sold to the Issuer through the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement. (e) The Originator shall deliver prior written notice of the inclusion of an Additional Loan to Xxxxx’x and S&P.