Common use of Delivery of Loan Files Clause in Contracts

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

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans, Global Note Loans or Participations), and all other portions of the Loan Files, to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Facility Agent prior to the applicable Assignment DateFunding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementsCustody Agreement. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor The Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event, the Facility Agent shall not record the Assignments of Mortgage delivered pursuant to Section 6.5(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event, the Facility Agent shall, if so directed by the Majority Lenders, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans. Each such recording shall be at the expense of the Servicer; provided that to the extent the Servicer does not pay such expenses, the Facility Agent shall be reimbursed pursuant to the Priority of Payments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans), and all portions of the Loan Files to the Trustee on behalf of the Secured Parties prior to the applicable Funding Dates, in each case endorsed in blank or to the Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall (i) (other than in the case of a Noteless Loan) have a copy of the executed Underlying Note faxed to the Trustee on the applicable Funding Date and cause the original to be received by the Trustee within two Business Days after such Funding Date and (ii) within ten Business Days of the Funding Date deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementswhere applicable. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Trustee shall, if so directed by the Agent, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided that to the extent the Servicer does not pay such expenses, the Trustee shall be reimbursed pursuant to the provisions of Section 2.8.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans), Global Note Loans or Participations) to the Collateral Custodian on behalf of the Facility Agent prior to the applicable Funding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementsCustody Agreement. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor The Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the each Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Revolving Period Termination Event, the Facility Agent shall not record any Assignments of Mortgage delivered pursuant to Section 6.5(a) and the definition of Loan Documents. Upon the occurrence of a Revolving Period Termination Event, the Facility Agent shall, if so directed by the Required Lenders, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans. Each such recording shall be at the expense of the Servicer; provided that to the extent the Servicer does not pay such expenses, the Facility Agent shall be reimbursed pursuant to the Priority of Payments.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator Servicer as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files Files, along with the related Loan Checklists and List of Loans, to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.07. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 2.07(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05.

Delivery of Loan Files. The Originator (a) Prior to each Funding Date, the Borrower, or the Servicer on its behalf, shall deliver, have delivered to the Collateral Custodian on behalf of the Trust DepositorDeal Agent, as agent for the Secured Parties (x) a Loan File for each Loan to be transferred on such date identified on the related Loan List and (y) possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any Loansuch Loan (other than with respect to a Loan denominated in an Alternative Currency) set forth on such Loan List, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment DateNotes, in each case endorsed in blank without recourse; provided, however, that, notwithstanding the foregoing, (A) with respect to any Pre-Positioned Loan, the Borrower shall (i) have a copy of the executed Underlying Note faxed to the Collateral Custodian on such Funding Date, with the original to be received by the Collateral Custodian within two Business Days after such Funding Date and (ii) within ten Business Days of such Funding Date deliver all remaining portions of the Loan File for each such Loan and (B) with respect to any Noteless Loan, the Borrower shall deliver a copy of the Loan Register for such Loan, provided, that any Loan Documents that are filed or recorded with respect a Governmental Authority and are not available within such period of ten Business Days shall be delivered to the Collateral Custodian promptly after the Servicer’s receipt thereof. Beginning with each delivery of any Loan Document after September 30, 2005, the Borrower, or the Servicer on the Borrower’s behalf, shall include a Loan Checklist for each Loan File or any portion of a Loan File (including, without limitation, the delivery by fax of the Underlying Note for a Pre-Positioned Loan and the delivery of the Loan Register for a Noteless Loan, together ) with an Officer’s Certificate each delivery of the Originator as any Loan Documents to the accuracy thereofCollateral Custodian, in accordance with listing the foregoing delivery requirementscontents of such delivery. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments instruments, Loan Files and Loan Files Checklists to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Deal Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the instruments, Loan Files and Loan Checklists to the Indenture Trustee Collateral Custodian on behalf of and the Deal Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to Section 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, that, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer five Business Days Trustee on behalf of the Secured Parties prior to the applicable Assignment DateFunding Dates, in each case endorsed in blank without recourse; provided, and however, that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Trustee on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Trustee within two (2) Business Days after such Funding Date and (ii) within ten Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereofLoan File in each case endorsed in blank without recourse, in accordance with the foregoing delivery requirementswhere applicable. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Trustee shall, if so directed by the Agent, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Trustee shall be reimbursed pursuant to the provisions of Section 2.8.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Deal Agent, as agent for the Secured Parties, prior to the applicable Assignment Date, Funding Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Transferred Loan to be purchased by the Borrower with the proceeds of a Swingline Advance, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Business Days after such Funding Date and (ii) within ten (10) Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereof, Loan File in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Deal Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and the Deal Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 5.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to subsection 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. The Originator (a) Prior to each Funding Date, the Borrower, or the Servicer on its behalf, shall deliver, have delivered to the Collateral Custodian on behalf of the Trust DepositorDeal Agent, as agent for the Secured Parties (x) a Loan File for each Loan to be transferred on such date identified on the related Loan List and (y) possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any Loansuch Loan set forth on such Loan List, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment DateNotes, in each case endorsed in blank without recourse; provided, and however, that, notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall deliver (i) have a copy of the executed Underlying Note faxed to the Collateral Custodian on such Funding Date, with the original to be received by the Collateral Custodian within two Business Days after such Funding Date and (ii) within ten Business Days of such Funding Date deliver all remaining portions of the Loan Register with respect to any Noteless File for each such Loan, together provided, that any Loan Documents that are filed or recorded with an Officera Governmental Authority and are not available within such period of ten Business Days shall be delivered to the Collateral Custodian promptly after the Servicer’s Certificate receipt thereof. Beginning with each delivery of any Loan Document after September 30, 2005, the Borrower, or the Servicer on the Borrower’s behalf, shall include a Loan Checklist for each Loan File or any portion of a Loan File (including, without limitation, the delivery by fax of the Originator as Underlying Note for a Pre-Positioned Loan) with each delivery of any Loan Documents to the accuracy thereofCollateral Custodian, in accordance with listing the foregoing delivery requirementscontents of such delivery. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments instruments, Loan Files and Loan Files Checklists to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Deal Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the instruments, Loan Files and Loan Checklists to the Indenture Trustee Collateral Custodian on behalf of and the Deal Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to Section 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, that, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPledged Loan set forth on a Pledged Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Pledged Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Administrative Agent, as agent for the Secured Parties, prior to the applicable Assignment Date, Funding Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Pledged Loan to be funded by the Borrower with the proceeds of a Swing Line Advance, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Domestic Business Days after such Funding Date and (ii) within ten (10) Domestic Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereof, Pledged Loan File in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Pledged Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Administrative Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Pledged Loan Files to the Indenture Trustee Collateral Custodian on behalf of and the Administrative Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 5.39(a). The Originator Servicer shall also identify on the Pledged Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Pledged Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to subsection 5.39(a) and the definition of Pledged Loan Documents. Upon the occurrence of an Event of Default or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Pledged Loans except those Pledged Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.08.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Secured Parties prior to the applicable Assignment Date, Purchase Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Loan to be purchased by the Seller with the proceeds of an Expedited Advance or any Pre-Positioned Loan, the Seller shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Purchase Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Business Days after such Purchase Date and (ii) within ten (10) Business Days of the Originator as Purchase Date deliver all other portions of the Loan File to the accuracy thereof, Collateral Custodian in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 7.10 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of the Buyer and for the account of the IssuerAgent, as assignee of agent for the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 6.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to subsection 6.2(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Purchased Assets except those Purchased Assets covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes Notes, and all portions of the Loan Files to the Trustee on behalf of the Secured Parties prior to the applicable Purchase Dates in each case endorsed in blank without recourse; provided that notwithstanding the foregoing, in connection with any Pre-Positioned Loan to be purchased by the Seller, the Seller shall (i) (other than in the case of a Noteless Loans), Loan) have a copy of the executed Underlying Note faxed to the Trustee on the applicable Purchase Date with the original to be received by the Trustee within two Business Days after such Purchase Date and (ii) within ten Business Days of the Purchase Date deliver all other portions of the Loan Files, File to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment DateTrustee, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementswhere applicable. Pursuant to Section 3.06 5.3 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of the Buyer and for the account benefit of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments. Notwithstanding anything to the contrary in this Section 6.2, any such documents or instruments required to be delivered hereunder shall not include any equity purchase warrants or similar rights convertible into or exchangeable or exerciseable for any equity interests received by the Seller as an “equity kicker” from any Obligor in connection with such Purchased Assets. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 6.2(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Purchased Assets except those Purchased Assets covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the initial Servicer; provided that to the extent the initial Servicer does not pay such expenses, the Trustee shall be reimbursed pursuant to the provisions of Section 2.8 of the Loan Funding Agreement.

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

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to subsection 2.06(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer five Business Days Trustee on behalf of the Secured Parties prior to the applicable Assignment DateFunding Dates, in each case endorsed in blank without recourse; provided, however, that notwithstanding the foregoing, (A) with respect to any Pre-Positioned Loan, the Borrower shall (i) have a copy of the executed Underlying Note faxed to the Trustee on the applicable Funding Date with the original to be received by the Trustee within two (2) Business Days after such Funding Date and (ii) within ten Business Days of the Funding Date deliver all other portions of the Loan File in each case endorsed in blank without recourse, where applicable and (B) with respect to any Noteless Loan, the Borrower shall deliver a copy of the Loan Register with respect to any Noteless for such Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Trustee shall, if so directed by the Agent, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Trustee shall be reimbursed pursuant to the provisions of Section 2.8.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer five Business Days Secured Parties prior to the applicable Assignment Date, Purchase Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Loan to be purchased by the Seller with the proceeds of a Pre-Positioned Loan, the Seller shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Trustee on the applicable Purchase Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Trustee within two Business Days after such Purchase Date and (ii) within ten Business Days of the Originator as Purchase Date deliver all other portions of the Loan File to the accuracy thereof, Trustee in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 5.3 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of the Buyer and for the account benefit of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 6.2(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Purchased Assets except those Purchased Assets covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Trustee shall be reimbursed pursuant to the provisions of Section 2.8 of the Loan Funding Agreement.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator Servicer as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files Files, along with the related Loan Checklists and List of Loans, to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.07. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 2.07(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05.

Delivery of Loan Files. a. The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans), Global Note Loans or Participations) to the Collateral Custodian on behalf of the Facility Agent prior to the applicable Funding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementsCustody Agreement. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor The Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the each Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. b. Prior to the occurrence of a Revolving Period Termination Event, the Facility Agent shall not record any Assignments of Mortgage delivered pursuant to Section 6.5(a) and the definition of Loan Documents. Upon the occurrence of a Revolving Period Termination Event, the Facility Agent shall, if so directed by the Required Lenders, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans. Each such recording shall be at the expense of the Servicer; provided that to the extent the Servicer does not pay such expenses, the Facility Agent shall be reimbursed pursuant to the Priority of Payments.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans), Global Note Loans or Participations) to the Collateral Custodian on behalf of the Facility Agent prior to the applicable Funding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of Custody Agreement. The Borrower hereby authorizes and directs the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required Servicer to deliver possession of all {B2297203; 11} - 40 - such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the each Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Revolving Period Termination Event, the Facility Agent shall not record any Assignments of Mortgage delivered pursuant to Section 6.5(a) and the definition of Loan Documents. Upon the occurrence of a Revolving Period Termination Event, the Facility Agent shall, if so directed by the Required Lenders, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans. Each such recording shall be at the expense of the Servicer; provided that to the extent the Servicer does not pay such expenses, the Facility Agent shall be reimbursed pursuant to the Priority of Payments.

Delivery of Loan Files. The Originator shall deliver(a) Prior to each Purchase Date, the Seller, on behalf of the Trust DepositorBuyer, shall have delivered to the Collateral Custodian (x) a Loan File for each Loan to be transferred on such date identified on the related Loan List and (y) possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any Loansuch Purchased Loan set forth on such Loan List, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment DateNotes, in each case endorsed in blank without recourse; provided, and however, that, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be purchased by the Seller with the proceeds of an Advance or a Swingline Advance, the Seller shall deliver (i) have a copy of the executed Underlying Note faxed to the Collateral Custodian on the applicable Purchase Date, with the original to be received by the Collateral Custodian within two Business Days after such Purchase Date and (ii) within ten Business Days of the Purchase Date deliver all remaining portions of the Loan Register with respect to any Noteless File for each Purchased Loan, together provided, that any Loan Documents that are filed or recorded with an Officera Governmental Authority and are not available within such period of ten Business Days, shall be delivered to the Collateral Custodian promptly after the Servicer’s Certificate receipt thereof. Beginning with each delivery of any Loan Document after September 30, 2005, the Seller, on behalf of the Originator as Buyer, shall include a Loan Checklist for each Loan File or any portion thereof (including, without limitation, the delivery by fax of the Underlying Note for a Pre-Positioned Loan) with each delivery of any Loan Documents to the accuracy thereofCollateral Custodian, in accordance with listing the foregoing delivery requirementscontents of such delivery. Pursuant to Section 3.06 7.10 of the IndentureLoan Funding Agreement, the Issuer Buyer is required to deliver such instruments instruments, Loan Files and Loan Files Checklists to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Buyer hereby authorizes and directs the Originator Seller to deliver possession of all such instruments and the instruments, Loan Files and Loan Checklists to the Indenture Trustee Collateral Custodian on behalf of the Buyer and for the account of the IssuerDeal Agent, as assignee of agent for the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to Section 6.2(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Purchased Assets except those Purchased Assets covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, that, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9 of the Loan Funding Agreement.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to subsection 2.06(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05. (c) If the Indenture Trustee does not receive the Underlying Note for the Loan to Case Logic issued in the name of the Issuer within fifteen (15) Business Days after the Closing Date, the Indenture Trustee shall promptly notify the Originator, the Trust Depositor and the Issuer of same and such Loan shall be deemed to be an Ineligible Loan.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “"instruments” " (within the meaning of Article 9 of the UCC) not constituting part of “"chattel paper” " (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to subsection 2.06(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Secured Parties prior to the applicable Assignment Date, Purchase Dates in each case endorsed in blank without recourse; provided, and however, that notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be purchased by the Seller with the proceeds of an Advance or a Swingline Advance, the Seller shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Purchase Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two Business Days after such Purchase Date and (ii) within ten Business Days of the Originator as Purchase Date deliver all other portions of the Loan File to the accuracy thereof, Collateral Custodian in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 7.10 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of the Buyer and for the account of the IssuerDeal Agent, as assignee of agent for the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to Section 6.2(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Purchased Assets except those Purchased Assets covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. (a) The Originator Seller shall deliver, on behalf of the Trust DepositorBuyer, possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanPurchased Asset set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Secured Parties prior to the applicable Assignment Date, Purchase Dates in each case endorsed in blank without recourse; provided, and however, notwithstanding the foregoing, in connection with any Loan to be purchased by the Seller with the proceeds of a Swingline Advance, the Seller shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Purchase Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Business Days after such Purchase Date and (ii) within ten (10) Business Days of the Originator as Purchase Date deliver all other portions of the Loan File to the accuracy thereof, Collateral Custodian in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 7.10 of the IndentureLoan Funding Agreement, the Issuer Seller is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to Seller shall deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of the Buyer and for the account of the IssuerDeal Agent, as assignee of agent for the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 6.2(a). The Originator Seller shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Loans Purchased Assets that are or are evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to subsection 6.2(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Purchased Assets except those Purchased Assets covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five (5) Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to subsection 2.06(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05. (c) If the Indenture Trustee does not receive the Underlying Note for the Loan to Case Logic issued in the name of the Issuer as provided in clause 30 of the definition of Eligible Loan, the Indenture Trustee shall promptly notify the Originator, the Trust Depositor and the Issuer of same and such Loan shall be deemed to be an Ineligible Loan.

Delivery of Loan Files. (a) The Originator Depositor shall deliver, on behalf of or shall cause the Trust Depositor, possession of all “instruments” Company to comply with the requirements relating to Funded Loans and Substitute Loans as set forth in the Loan Acquisition Agreement (including compliance with the Eligibility Criteria and the Pool Criteria) within the meaning of Article 9 of time periods set forth therein. On or prior to any Acquisition Date, the UCCDepositor shall deliver to the Trustee either (i) not constituting part of “chattel paper” the final, executed Loan File or (within ii) evidence acceptable to the meaning of Certificateholder Agent that such Article 9) that evidence any Loandocuments are being held in escrow pursuant to the related Escrow Instructions, including all Underlying Notes (other than in the which case of Noteless Loans), and all other portions of the Loan Files, File shall be delivered to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 provisions of the IndentureLoan Acquisition Agreement. Upon receipt of a Loan File, the Issuer Trustee will review such files and shall confirm, by execution and delivery of a certificate of the Trustee to the Depositor and the Certificateholder Agent, that: (A) the Trustee has received a Loan File for each Loan that it is listed on the Loan Schedule; (B) such Loan File contains all of the items listed on the Loan Funding Checklist for such Loan, including original executed copies of those items required to deliver such instruments and Loan Files be originals pursuant to the Indenture Trustee as pledgee under the Indenture Loan Funding Checklist for the benefit such Loan. (b) If, upon examination of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor hereby authorizes and directs the Originator to deliver possession of all such instruments and the Loan Files in accordance with this Section, the Trustee determines that any such Loan File is incomplete, the Trustee shall, within two (2) Business Days, deliver an exception report to the Indenture Depositor, the Servicer and the Certificateholder Agent by telephone or telecopy. (c) Within thirty (30) days after each Acquisition Date, the Trustee on behalf shall review any exception report delivered pursuant to Section 7.14 in connection with the related Loan Files and shall verify that it has possession of any missing items noted thereon. The Trustee shall send such verification report and for notice of any defects to the account Depositor, the Company and Servicer within thirty (30) days thereafter and shall take any appropriate action under the Loan Acquisition Agreement. (d) Notwithstanding anything to the contrary contained in this Section 4.06, any review by the Trustee of the Issuer, as assignee documents contained in a Loan File shall be limited to ascertaining that such documents appear on their face to be executed original counterparts of the Trust Depositor, and agrees that such delivery shall satisfy documents listed on the condition set forth in the first sentence of this Section 2.06applicable Loan Funding Checklist. The Originator Trustee shall also identify on have no obligation to verify the List authenticity, completeness or legal sufficiency of Loans (including any deemed amendment thereof associated with such documents or the genuineness of any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instrumentssignatures thereon.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than except in the case of Noteless Loans), Global Note Loans or Participations) to the Collateral Custodian on behalf of the Facility Agent prior to the applicable Funding Dates, in each case endorsed in blank or to the Facility Agent, without recourse; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall make all deliveries required under Section 2(b)(ii) of the Custody Agreement and deliver all other portions of the Loan Files, to the Indenture Trustee on behalf of the Issuer five Business Days prior to the applicable Assignment Date, File in each case endorsed in blank without recourse, where applicable, not later than the applicable date or dates specified in Sections 2(b)(v) and shall deliver a copy 2(b)(viii) of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator as to the accuracy thereof, in accordance with the foregoing delivery requirementsCustody Agreement. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor The Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and for the account of the Issuer, as assignee of the Trust DepositorFacility Agent, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.066.5(a). The Originator Servicer shall also identify on the each Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event, the Facility Agent shall not record any Assignments of Mortgage delivered pursuant to Section 6.5(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event, the Facility Agent shall, if so directed by the Required Lenders, cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans. Each such recording shall be at the expense of the Servicer; provided that to the extent the Servicer does not pay such expenses, the Facility Agent shall be reimbursed pursuant to the Priority of Payments.

Delivery of Loan Files. (a) The Originator shall deliver, on behalf of and the Trust Depositor, Depositor shall deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 9) that evidence any Loan, including all Underlying Notes (other than in the case of Noteless Loans), and all other portions of the Loan Files, Files to the Indenture Trustee on behalf of the Issuer and the Swap Counterparties five Business Days prior to the applicable Assignment Date, in each case endorsed in blank without recourse, and shall deliver a copy of the Loan Register with respect to any Noteless Loan, together with an Officer’s Certificate of the Originator Servicer as to the accuracy thereof, in accordance with the foregoing delivery requirements. Pursuant to Section 3.06 of the Indenture, the Issuer is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture for the benefit of the Noteholders and the Swap Counterparties. Accordingly, the Trust Depositor Issuer hereby authorizes and directs the Originator and the Trust Depositor to deliver possession of all such instruments and the Loan Files Files, along with the related Loan Checklists, to the Indenture Trustee on behalf of and for the account of the Issuer, as assignee of the Trust Depositor, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.062.07. The Originator and the Trust Depositor shall also identify on the List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loans), whether by attached schedule or marking or other effective identifying designation, all Loans that are or are evidenced by such instruments. (b) Prior to the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall not record the Assignments of Mortgage delivered pursuant to Section 2.07(a) and the definition of Loan Documents. Upon the occurrence of an Event of Default or a Servicer Default, the Indenture Trustee shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Loans except those Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expense, then the Indenture Trustee shall be reimbursed pursuant to the provisions of Section 7.05.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Agent, as agent for the Secured Parties, prior to the applicable Assignment Date, Funding Dates in each case endorsed in blank without recourse; provided, and however, that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two (2) Business Days after such Funding Date and (ii) within ten (10) Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereof, Loan File in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and the Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.06subsection 5.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to subsection 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.

Delivery of Loan Files. (a) The Originator Borrower, or the Servicer on its behalf, shall deliver, on behalf of the Trust Depositor, deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of such Article 99 of the UCC) that evidence any LoanTransferred Loan set forth on a Loan List, including all Underlying Notes (other than in the case of Noteless Loans)Notes, and all other portions of the Loan Files, Files to the Indenture Trustee Collateral Custodian on behalf of the Issuer five Business Days Deal Agent, as agent for the Secured Parties, prior to the applicable Assignment Date, Funding Dates in each case endorsed in blank without recourse; provided, and however, that notwithstanding the foregoing, with respect to any Pre-Positioned Loan, the Borrower shall deliver (i) have a copy of the Loan Register executed Underlying Note faxed to the Collateral Custodian on the applicable Funding Date with respect the original to any Noteless Loan, together with an Officer’s Certificate be received by the Collateral Custodian within two Business Days after such Funding Date and (ii) within ten Business Days of the Originator as to Funding Date deliver all other portions of the accuracy thereof, Loan File in accordance with the foregoing delivery requirementseach case endorsed in blank without recourse. Pursuant to Section 3.06 of the Indenture7.10, the Issuer Borrower is required to deliver such instruments and Loan Files to the Indenture Trustee as pledgee under the Indenture Collateral Custodian for the benefit of the Noteholders and Deal Agent, as agent for the Swap CounterpartiesSecured Parties. Accordingly, the Trust Depositor Borrower hereby authorizes and directs the Originator Servicer to deliver possession of all such instruments and the Loan Files to the Indenture Trustee Collateral Custodian on behalf of and the Deal Agent, as agent for the account of the Issuer, as assignee of the Trust DepositorSecured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 2.065.3(a). The Originator Servicer shall also identify on the Loan List of Loans (including any deemed amendment thereof associated with any Additional Loans or Substitute Loansthereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are or are not evidenced by such instruments. (b) Prior to the occurrence of a Termination Event or Servicer Termination Event, the Collateral Custodian shall not record the Assignments of Mortgage delivered pursuant to Section 5.3(a) and the definition of Loan Documents. Upon the occurrence of a Termination Event or a Servicer Termination Event, the Collateral Custodian shall cause to be recorded in the appropriate offices each Assignment of Mortgage delivered to it with respect to all Transferred Loans except those Transferred Loans covered by the proviso to the definition of Assignment of Mortgage. Each such recording shall be at the expense of the Servicer; provided, however, to the extent the Servicer does not pay such expenses, the Collateral Custodian shall be reimbursed pursuant to the provisions of Section 2.9.