Common use of Obligations of Loan Originator Clause in Contracts

Obligations of Loan Originator. (a) On or prior to the Closing Date and each Transfer Date, the Initial Class A Certificateholder shall have received evidence satisfactory to it of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A Certificateholder, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator's ownership interest in the Owner Trust Estate including, without limitation, the Loans and related property and the proceeds thereof, and (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A Certificateholder, desirable to perfect or evidence the assignment by the Depositor to the Trust of the Depositor's ownership interest in the Owner Trust Estate including, without limitation, the Loans and the proceeds thereof. The Loan Originator agrees to file all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate or partnership structure of the Loan Originator, Depositor or Trust and to file any additional UCC-1 financing statements required due to a change in the principal office of the Loan Originator, Depositor or Trust as are necessary to perfect the interest of the Depositor and the Trust in and to the Owner Trust Estate and to take such other action as may be necessary or, in (b) In connection with each sale of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Custodian, on behalf of the Owner Trustee, as assignee of the Depositor, on or before the related Transfer Date the Custodial Loan File with respect to each Loan conveyed on such Transfer Date. It is understood and agreed that the obligations set forth in this Section 2.2(b) shall survive delivery of the respective Custodial Loan Files to the Custodian and shall inure to the benefit of the Certificateholders, the Depositor, the Servicer, and the Owner Trustee, for the benefit of the Trust. With respect to any Loans which are set forth as exceptions in the Loan Schedule and Exceptions Report, the Loan Originator shall cure such exception, repurchase such Loan or provide a Qualified Substitute Loan in accordance with Sections 3.05 and 4.05 of the Trust and Servicing Agreement. The obligations of the Loan Originator set forth in Sections 3.05 and 4.05 of the Trust and Servicing Agreement to cure any breach or to substitute for or repurchase an affected Loan shall constitute the sole remedies available hereunder to the Depositor respecting a breach of the Loan Originator's obligations contained in this Section 2.2(b). (c) In connection with each sale of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Servicer, as assignee of the Depositor, on or before the related Transfer Date the Servicer's Loan File with respect to each Loan conveyed on such Transfer Date. (d) The Loan Originator hereby further confirms to the Depositor that, on or prior to each Transfer Date it shall cause the portions of the Loan Originator's electronic ledger relating to the Loans to be clearly and unambiguously marked to indicate that the Loans have been sold to the Depositor. (e) On and after each Transfer Date, the Depositor shall own the Loans which have been identified as being sold to the Depositor under Section 2.1 hereof and the Loan Originator shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any such conveyed Loan.

Obligations of Loan Originator. (a) On or prior to the Closing Date and each Transfer Date, the Initial Class A Certificateholder Noteholder shall have received evidence satisfactory to it of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A CertificateholderNoteholder, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator's ownership interest in the Owner Trust Estate including, without limitation, the Loans and related property and the proceeds thereof, and (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of -3- the Initial Class A CertificateholderNoteholder, desirable to perfect or evidence the assignment by the Depositor to the Trust Issuer of the Depositor's ownership interest in the Owner Trust Estate including, without limitation, the Loans and the proceeds thereofthereof and (iii) the completion of all recordings, registrations and filings as may be necessary or, in the opinion of the Initial Noteholder, desirable to perfect or evidence the grant of a first priority perfected security interest in the Trust's ownership interest in the Trust Estate including, without limitation, the Loans and the proceeds thereof in favor of the Indenture Trustee. The Loan Originator agrees to file all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate or partnership structure of the Loan Originator, Depositor or Trust Issuer and to file any additional UCC-1 financing statements required due to a change in the principal office of the Loan Originator, Depositor or Trust Issuer as are necessary to perfect the interest of the Depositor Depositor, the Trust and the Trust Indenture Trustee in and to the Owner Trust Estate and to take such other action as may be necessary or, inin the opinion of the Depositor or the Initial Noteholder, desirable to perfect or evidence the Depositor's, Trust's and Indenture Trustee's interest in the Loans and Loan Documents conveyed under the Basic Documents. (b) In connection with each sale of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Custodian, on behalf of the Owner Indenture Trustee, as assignee of the Depositor, on or before the related Transfer Date the Custodial Indenture Trustee's Loan File with respect to each Loan conveyed on such Transfer Date. It is understood and agreed that the obligations set forth in this Section 2.2(b) shall survive delivery of the respective Custodial Indenture Trustee's Loan Files to the Custodian (as the agent of the Indenture Trustee) and shall inure to the benefit of the CertificateholdersSecurityholders, the Depositor, the Servicer, the Indenture Trustee and the Owner Trustee, for the benefit of the TrustIssuer. With respect to any Loans which are set forth as exceptions in the Loan Schedule and Exceptions Report, the Loan Originator shall cure such exception, repurchase such Loan or provide a Qualified Substitute Loan in accordance with Sections 2.05 and 3.05 and 4.05 of the Trust Sale and Servicing Agreement. The obligations of the Loan Originator set forth in Sections 2.05 and 3.05 and 4.05 of the Trust Sale and Servicing Agreement to cure any breach or to substitute for or repurchase an affected Loan shall constitute the sole remedies available hereunder to the Depositor respecting a breach of the Loan Originator's obligations contained in this Section 2.2(b). (c) In connection with each sale of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Servicer, as the designated agent of the Indenture Trustee, as assignee of the Depositor, on or before the related Transfer Date the Servicer's Loan File with respect to each Loan conveyed on such Transfer Date. (d) The Loan Originator hereby further confirms to the Depositor that, on or prior to each Transfer Date it shall cause the portions of the Loan Originator's electronic ledger relating to the Loans to be clearly and unambiguously marked to indicate that the Loans have been sold to the Depositor. (e) On and after each Transfer Date, the Depositor shall own the Loans which have been identified as being sold to the Depositor under Section 2.1 hereof and the Loan Originator shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any such conveyed Loan.

Obligations of Loan Originator. (a) On or prior to Within ten days of the Closing Date and on or prior to each Transfer Date, the Initial Class A Certificateholder Noteholders shall have received evidence satisfactory to it of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A CertificateholderNoteholders, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator's ownership interest in the Owner Trust Estate including, without limitation, the Loans and related property and the proceeds thereof, and (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A CertificateholderNoteholders, desirable to perfect or evidence the assignment by the Depositor to the Trust Issuer of the Depositor's ownership interest in the Owner Trust Estate including, without limitation, the Loans and the proceeds thereof and (iii) the completion of all recordings, registrations and filings as may be necessary or, in the opinion of the Noteholders, desirable to perfect or evidence the grant of a first priority perfected security interest in the Trust's ownership interest in the Trust Estate including, without limitation, the Loans and the proceeds thereof, in favor of the Indenture Trustee. The Loan Originator agrees to file all necessary continuation statements and any amendments to the UCC-1 UCC financing statements required to reflect a change in the name or corporate or partnership structure of the Loan Originator, Depositor or Trust Originator and to file any additional UCC-1 UCC financing statements required due to a change in the principal office legal name, chief executive office, state of incorporation or legal form of the Loan Originator, Depositor or Trust Originator as are necessary to perfect the interest of the Depositor Depositor, the Trust and the Trust Indenture Trustee in and to the Owner Trust Estate and to take such other action as may be necessary or, inin the opinion of the Depositor or the Noteholders, desirable to perfect or evidence the Depositor's, the Trust's and Indenture Trustee's interest in the Loans and Loan Documents conveyed under the Basic Documents. (b) In connection with each sale of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Custodian, on behalf of the Owner Indenture Trustee, as assignee of the Depositor, on or before the related Transfer Date the Custodial Loan File with respect to each Loan conveyed on such Transfer Date (i) in the case of each non-Wet Funded Loan, on or before the related Transfer Date or such earlier time as required by the related Sale and Servicing Agreement and (ii) in the case of each Wet Funded Loan, on or before the Wet Funded Custodial File Delivery Date. It is understood and agreed that the obligations set forth in this Section 2.2(b2.02(b) shall survive delivery of the respective Custodial Loan Files to the Custodian (as the agent of the Indenture Trustee) and shall inure to the benefit of the Certificateholdersrelated Securityholders, the Depositor, the Servicer, the Indenture Trustee and the Owner Trustee, for the benefit of the TrustIssuer. With respect to any Loans which that are set forth as exceptions in the Loan Schedule and Exceptions Report, the Loan Originator shall cure such exceptionexceptions, repurchase such Loan or provide a Qualified Substitute Loan in accordance with Sections 3.05 2.05 and 4.05 3.06 of the Trust related Sale and Servicing Agreement. The obligations of the Loan Originator set forth in this paragraph and in Sections 3.05 2.05 and 4.05 3.06 of the Trust related Sale and Servicing Agreement to cure any breach or to substitute for or repurchase an affected Loan shall constitute the sole remedies available hereunder to the Depositor respecting a breach of the Loan Originator's obligations contained in this Section 2.2(b)2.02(b) and in Sections 2.05 and 3.06 of the related Sale and Servicing Agreement. (c) In connection with each sale and contribution of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Servicer, as the designated agent of the Indenture Trustee, as assignee of the Depositor, on or before the related Transfer Date Date, the Servicer's Loan File with respect to each Loan conveyed on such Transfer Date. (d) The Loan Originator hereby further confirms to the Depositor that, on or prior to within one Business Day of each Transfer Date Date, it shall cause the portions of the Loan Originator's electronic ledger relating to the Loans to be clearly and unambiguously marked to indicate that the Loans have been sold and contributed to the DepositorDepositor hereunder and sold by the Depositor to the Issuer under the related Sale and Servicing Agreement. (e) On and after each Transfer Date, the Depositor shall own the Loans which have been identified as being sold and contributed to the Depositor under Section 2.1 2.01 hereof and the Loan Originator shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any such conveyed Loan.

Obligations of Loan Originator. (a) On or prior to Within ten days of the Closing Date and on or prior to each Transfer Date, the Initial Class A Certificateholder Noteholder shall have received evidence satisfactory to it of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A CertificateholderNoteholder, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator's ’s ownership interest in the Owner Trust Estate including, without limitation, the Loans and related property and the proceeds thereof, and (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Initial Class A CertificateholderNoteholder, desirable to perfect or evidence the assignment by the Depositor to the Trust Issuer of the Depositor's ’s ownership interest in the Owner Trust Estate including, without limitation, the Loans and the proceeds thereof and (iii) the completion of all recordings, registrations and filings as may be necessary or, in the opinion of the Noteholder, desirable to perfect or evidence the grant of a first priority perfected security interest in the Trust’s ownership interest in the Trust Estate including, without limitation, the Loans and the proceeds thereof, in favor of the Indenture Trustee. The Loan Originator agrees to file all necessary continuation statements and any amendments to the UCC-1 UCC financing statements required to reflect a change in the name or corporate or partnership structure of the Loan Originator, Depositor or Trust Originator and to file any additional UCC-1 UCC financing statements required due to a change in the principal office legal name, chief executive office, state of incorporation or legal form of the Loan Originator, Depositor or Trust Originator as are necessary to perfect the interest of the Depositor Depositor, the Trust and the Trust Indenture Trustee in and to the Owner Trust Estate and to take such other action as may be necessary or, inin the opinion of the Depositor or the Noteholder, desirable to perfect or evidence the Depositor’s, the Trust’s and Indenture Trustee’s interest in the Loans and Loan Documents conveyed under the Basic Documents. (b) In connection with each sale of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Custodian, on behalf of the Owner Indenture Trustee, as assignee of the Depositor, on or before the related Transfer Date the Custodial Loan File with respect to each Loan conveyed on such Transfer Date (i) in the case of each non-Wet Funded Loan, on or before the related Transfer Date or such earlier time as required by the related Sale and Servicing Agreement and (ii) in the case of each Wet Funded Loan, on or before the Wet Funded Custodial File Delivery Date. It is understood and agreed that the obligations set forth in this Section 2.2(b2.02(b) shall survive delivery of the respective Custodial Loan Files to the Custodian (as the agent of the Indenture Trustee) and shall inure to the benefit of the Certificateholdersrelated Securityholders, the Depositor, the Servicer, the Indenture Trustee and the Owner Trustee, for the benefit of the TrustIssuer. With respect to any Loans which that are set forth as exceptions in the Loan Schedule and Exceptions Report, the Loan Originator shall cure such exceptionexceptions, repurchase such Loan or provide a Qualified Substitute Loan in accordance with Sections 3.05 2.05 and 4.05 3.06 of the Trust related Sale and Servicing Agreement. The obligations of the Loan Originator set forth in this paragraph and in Sections 3.05 2.05 and 4.05 3.06 of the Trust related Sale and Servicing Agreement to cure any breach or to substitute for or repurchase an affected Loan shall constitute the sole remedies available hereunder to the Depositor respecting a breach of the Loan Originator's ’s obligations contained in this Section 2.2(b)2.02(b) and in Sections 2.05 and 3.06 of the related Sale and Servicing Agreement. (c) In connection with each sale and contribution of a Loan hereunder, the Loan Originator shall deliver to, and deposit with the Servicer, as the designated agent of the Indenture Trustee, as assignee of the Depositor, on or before the related Transfer Date Date, the Servicer's ’s Loan File with respect to each Loan conveyed on such Transfer Date. (d) The Loan Originator hereby further confirms to the Depositor that, on or prior to within one Business Day of each Transfer Date Date, it shall cause the portions of the Loan Originator's ’s electronic ledger relating to the Loans to be clearly and unambiguously marked to indicate that the Loans have been sold and contributed to the DepositorDepositor hereunder and sold by the Depositor to the Issuer under the related Sale and Servicing Agreement. (e) On and after each Transfer Date, the Depositor shall own the Loans which have been identified as being sold and contributed to the Depositor under Section 2.1 2.01 hereof and the Loan Originator shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any such conveyed Loan.