Common use of Delivery of Loan Files Clause in Contracts

Delivery of Loan Files. (a) Prior to each Funding Date, the Borrower, or the Servicer on its behalf, shall have delivered to the Collateral Custodian on behalf of the Deal 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 Article 9 of the UCC) that evidence any such Loan (other than with respect to a Loan denominated in an Alternative Currency) set forth on such Loan List, including all Underlying Notes, 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 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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such delivery. Pursuant to Section 7.10, the Borrower is required to deliver such instruments, Loan Files and Loan Checklists to the Collateral Custodian for the benefit of the Deal Agent, as agent for the Secured Parties. Accordingly, the Borrower hereby authorizes and directs the Servicer to deliver possession of all such instruments, Loan Files and Loan Checklists to the Collateral Custodian on behalf of the Deal Agent, as agent for the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(a). The Servicer shall also identify on the Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are not evidenced by such instruments.

Delivery of Loan Files. (a) Prior The related Seller shall from time to time deliver Loan Files to the Custodian to be held hereunder, which shall be reviewed by the Custodian as provided in Section 3. With respect to each Funding Transaction, (i) in the case of Dry Loans, the related Seller shall provide written notice, in the form of a Transaction Notice together with the related Loan Transmission, to the Buyer and the Custodian with respect to such Dry Loans which are to be purchased no later than 6:00 p.m. (eastern time) on the day prior to the requested Purchase Date, (ii) in the Borrowercase of Wet Funded Loans, or the Servicer related Seller shall provide written notice, in the form of a Transaction Notice together with the related Loan Transmission to the Buyer and the Custodian with respect to such Wet Funded Loans which are to be purchased no later than 3:00 p.m. (eastern time) on its behalfthe requested Purchase Date and (iii) in the case of Dry Loans, the related Seller shall have delivered to the Collateral Custodian on behalf of the Deal 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 Article 9 of the UCC) that evidence any such Loan (other than with respect to a Loan denominated in an Alternative Currency) items set forth on Annex 16 hereto pertaining to the Dry Loans not later than 12:00 noon (eastern time) on the Business Day prior to the requested Purchase Date. At the Buyer's request, the related Seller shall deliver by facsimile to the Buyer copies of the related Insured Closing Letters. Notwithstanding anything herein to the contrary, in the event that more than 250 Loan Files are to be delivered on any Purchase Date, the Custodian shall have such additional time to complete its review of such Loan List, including all Underlying Notes, Files in each case endorsed in blank without recourse; provided, however, that, notwithstanding excess of 250 as agreed between the foregoing, (A) with respect to any Pre-Positioned LoanCustodian and the related Seller. In such event, the Borrower related Seller shall (i) have a copy of deliver the executed Underlying Note faxed Loan Files to the Collateral Custodian on such Funding Date, with so that the original Custodian shall have the time required to be received by complete its review and issue 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 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 required Trust Receipts 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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such delivery. Pursuant to Section 7.10, the Borrower is required to deliver such instruments, Loan Files and Loan Checklists to the Collateral Custodian for the benefit of the Deal Agent, as agent for the Secured Parties. Accordingly, the Borrower hereby authorizes and directs the Servicer to deliver possession of all such instruments, Loan Files and Loan Checklists to the Collateral Custodian on behalf of the Deal Agent, as agent for the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(a). The Servicer shall also identify on the Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are not evidenced by such instrumentsPurchase Date.

Delivery of Loan Files. (a) Prior to each Funding DateThe Seller shall deliver, the Borrower, or the Servicer on its behalf, shall have delivered to the Collateral Custodian on behalf of the Deal AgentBuyer, 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 Article 9 of the UCC) that evidence any such Loan (other than with respect to a Loan denominated in an Alternative Currency) Purchased Asset set forth on such a Loan List, including all Underlying Notes, and all portions of the Loan Files to the Collateral Custodian on behalf of the Secured Parties prior to the applicable Purchase Dates in each case endorsed in blank without recourse; provided, however, that, notwithstanding the foregoing, (A) in connection with respect any Loan to any Pre-Positioned Loanbe purchased by the Seller with the proceeds of a Swingline Advance, the Borrower Seller shall (i) have a copy of the executed Underlying Note faxed to the Collateral Custodian on such Funding Date, the applicable Purchase Date with the original to be received by the Collateral Custodian within two (2) Business Days after such Funding Purchase Date and (ii) within ten (10) Business Days of such Funding the Purchase Date deliver all remaining other 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 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 in 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, case endorsed in blank 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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such deliveryrecourse. Pursuant to Section 7.107.10 of the Loan Funding Agreement, the Borrower Seller is required to deliver such instruments, instruments and Loan Files and Loan Checklists to the Collateral Custodian for the benefit of the Deal Agent, as agent for the Secured Parties. Accordingly, the Borrower hereby authorizes and directs the Servicer to Seller shall deliver possession of all such instruments, instruments and Loan Files and Loan Checklists to the Collateral Custodian on behalf of the Buyer and for the account of Deal Agent, as agent for the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(asubsection 6.2(a). The Servicer Seller shall also identify on the Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans Purchased Assets that are not evidenced by such instruments.

Delivery of Loan Files. (a) Prior to each Funding Purchase Date, the BorrowerSeller, or on behalf of the Servicer on its behalfBuyer, shall have delivered to the Collateral Custodian on behalf of the Deal 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 Article 9 of the UCC) that evidence any such Purchased Loan (other than with respect to a Loan denominated in an Alternative Currency) set forth on such Loan List, including all Underlying Notes, in each case endorsed in blank without recourse; provided, however, that, notwithstanding the foregoing, (A) with respect to any Pre-Positioned LoanLoan to be purchased by the Seller with the proceeds of an Advance or a Swingline Advance, the Borrower Seller shall (i) have a copy of the executed Underlying Note faxed to the Collateral Custodian on such Funding the applicable Purchase Date, with the original to be received by the Collateral Custodian within two Business Days after such Funding Purchase Date and (ii) within ten Business Days of such Funding the Purchase 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 Purchased Loan, provided, that any Loan Documents that are filed or recorded with a Governmental Authority and are not available within such period of ten Business Days 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 BorrowerSeller, or on behalf of the Servicer on the Borrower’s behalfBuyer, shall include a Loan Checklist for each Loan File or any portion of a Loan File thereof (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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such delivery. Pursuant to Section 7.107.10 of the Loan Funding Agreement, the Borrower Buyer is required to deliver such instruments, Loan Files and Loan Checklists to the Collateral Custodian for the benefit of the Deal Agent, as agent for the Secured Parties. Accordingly, the Borrower Buyer hereby authorizes and directs the Servicer Seller to deliver possession of all such instruments, Loan Files and Loan Checklists to the Collateral Custodian on behalf of the Buyer and for the account of Deal Agent, as agent for the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(a6.2(a). The Servicer Seller shall also identify on the Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans Purchased Assets that are not evidenced by such instruments.

Delivery of Loan Files. (a) Prior to each Funding Date, the Borrower, or the Servicer on its behalf, shall have delivered to the Collateral Custodian on behalf of the Deal 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 Article 9 of the UCC) that evidence any such Loan (other than with respect to a Loan denominated in an Alternative Currency) set forth on such Loan List, including all Underlying Notes, 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 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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such delivery. Pursuant to Section 7.10, the Borrower is required to deliver such instruments, Loan Files and Loan Checklists to the Collateral Custodian for the benefit of the Deal Agent, as agent for the Secured Parties. Accordingly, the Borrower hereby authorizes and directs the Servicer to deliver possession of all such instruments, Loan Files and Loan Checklists to the Collateral Custodian on behalf of the Deal Agent, as agent for the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(a). The Servicer shall also identify on the Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans that are not evidenced by such instruments.

Delivery of Loan Files. (a) Prior to each Funding Date, the The Borrower, or the Servicer on its behalf, shall have delivered to the Collateral Custodian on behalf of the Deal 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) deliver possession of all “instruments” (within the meaning of Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of Article 9 of the UCC) that evidence any such Pledged Loan (other than with respect to a Loan denominated in an Alternative Currency) set forth on such a Pledged Loan List, including all Underlying Notes, and all portions of the Pledged Loan Files to the Collateral Custodian on behalf of the Administrative Agent, as agent for the Secured Parties, prior to the applicable Funding Dates in each case endorsed in blank without recourse; provided, however, that, notwithstanding the foregoing, (A) in connection with respect any Pledged Loan to any Pre-Positioned Loanbe funded by the Borrower with the proceeds of a Swing Line Advance, the Borrower shall (i) have a copy of the executed Underlying Note faxed to the Collateral Custodian on such the applicable Funding Date, Date with the original to 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 such the Funding Date deliver all remaining other portions of the Pledged Loan File for in 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 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, case endorsed in blank 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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such deliveryrecourse. Pursuant to Section 7.10, the Borrower is required to deliver such instruments, instruments and Pledged Loan Files and Loan Checklists to the Collateral Custodian for the benefit of the Deal Administrative Agent, as agent for the Secured Parties. Accordingly, the Borrower hereby authorizes and directs the Servicer to deliver possession of all such instruments, instruments and Pledged Loan Files and Loan Checklists to the Collateral Custodian on behalf of the Deal Administrative Agent, as agent for the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(asubsection 5.39(a). The Servicer shall also identify on the Pledged Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Pledged Loans that are not evidenced by such instruments.

Delivery of Loan Files. (a) Prior to each Funding DateThe Seller shall deliver, the Borrower, or the Servicer on its behalf, shall have delivered to the Collateral Custodian on behalf of the Deal AgentBuyer, 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 Article 9 of the UCC) that evidence any such Loan (other than with respect to a Loan denominated in an Alternative Currency) Purchased Asset set forth on such a Loan List, including all Underlying 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, however, that, provided that notwithstanding the foregoing, (A) in connection with respect to any Pre-Positioned LoanLoan to be purchased by the Seller, the Borrower Seller shall (i) (other than in the case of a Noteless Loan) have a copy of the executed Underlying Note faxed to the Collateral Custodian Trustee on such Funding Date, the applicable Purchase Date with the original to be received by the Collateral Custodian Trustee within two Business Days after such Funding Purchase Date and (ii) within ten Business Days of such Funding the Purchase Date deliver all remaining other 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 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 Trustee, in each delivery of any Loan Document after September 30case endorsed in blank without recourse, 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) with each delivery of any Loan Documents to the Collateral Custodian, listing the contents of such deliverywhere applicable. Pursuant to Section 7.105.3 of the Loan Funding Agreement, the Borrower Seller is required to deliver such instruments, instruments and Loan Files and Loan Checklists to the Collateral Custodian Trustee for the benefit of the Deal Agent, as agent for the Secured Parties. Accordingly, the Borrower hereby authorizes and directs the Servicer to Seller shall deliver possession of all such instruments, instruments and Loan Files and Loan Checklists to the Collateral Custodian Trustee on behalf of the Deal Agent, as agent Buyer and for the benefit of the Secured Parties, and agrees that such delivery shall satisfy the condition set forth in the first sentence of this Section 5.3(a6.2(a). The Servicer Seller shall also identify on the Loan List (including any amendment thereof), whether by attached schedule or marking or other effective identifying designation, all Transferred Loans Purchased Assets that 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.