Common use of Obligations of Seller Upon Sale Clause in Contracts

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date (a) to indicate in its books and records that the Loans have been sold to the Purchaser pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all Loans specifying for each Loan, as of the Cut-Off Date, (i) its account number and (ii) its Principal Balance. Such file, which forms a part of Exhibit B to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk of Cobb (xxich shall have been filed on or before the Closing Date with respect to the Loans describing the Loans and naming the Seller as debtor and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of the Trustee's interest in each Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date the following documents or instruments with respect to each Loan

Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.1 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (ax) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Purchase Agreement and (by) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the Cut-Off off Date, (i) its account number and (ii) its Cut-off Date Principal Balance. Such file, which forms a part of Exhibit B Schedule A to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk of Cobb (xxich shall have been filed on or before the Closing Date with respect to the Loans describing the Loans and naming the Seller as debtor and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of the Trustee's interest in each Loan and the proceeds thereof. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with, the Custodian, as the agent of the Trustee, the documents or instruments set forth in Section 2.01(a) of the Pooling and Servicing Agreement with respect to each Mortgage Loan so transferred and assigned. If any conveyance of the documents referred to above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy on a Mortgage Loan was not delivered as required by this Section 2.01, the Seller shall on behalf deliver or cause to be delivered to the Custodian, a written commitment or interim binder or preliminary report of title issued by the Purchaser deliver totitle insurance or escrow company, and deposit with the Trusteeoriginal to be delivered to the Custodian, as assignee promptly upon receipt thereof. The Seller shall deliver or cause to be delivered to the Custodian promptly upon receipt thereof any other original documents constituting a part of the Purchaser, on or before the Closing Date the following documents or instruments a Mortgage File received with respect to each any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 90 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.05 of the Pooling and Servicing Agreement. The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01. The parties hereto intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-Off off Date, (i) its account number and (ii) its Principal the Cut-off Date Balance. Such file, which forms a part The file prepared by or on behalf of Exhibit B to the Pooling and Servicing Agreement, Seller shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk of Cobb (xxich shall have been filed on or before the Closing Date with respect to the Loans describing the Loans and naming the Seller as debtor and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of the Trustee's interest in each Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser Purchaser, the Depositor and the Issuer deliver to, and deposit with the Custodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or before the Closing Date (except as noted below) the following documents or instruments with respect to each LoanMortgage Loan (collectively, the “Mortgage File” or, other than the Mortgage Note, the “Related Documents”) listed in Section 2.01(b) of the Transfer and Servicing Agreement. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and federal income tax purposes by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser Trustee, as assignee of the Purchaser, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file Mortgage Loan Schedule containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the Cut-Off Date, off Date (i) its account number and (ii) its Principal the related Cut-off Date Asset Balance. Such file, which Mortgage Loan Schedule forms a part of Exhibit B C to the Pooling and Servicing Agreement, Agreement and shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statements statement with the County Clerk Secretary of Cobb State in the State of California (xxich which shall have been filed on or before the Closing Date with respect to the Loans Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and, and the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office offices of the Seller, as are necessary to perfect the sale of and protect the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall deliver to the Depositor, or at the Depositor's direction, to the Trustee (a) on behalf the Closing Date, with respect to not less than 50% of the Purchaser deliver toMortgage Loans, and deposit with the Trustee, as assignee of the Purchaser, on or before (b) within 30 days following the Closing Date Date, with respect to the remaining the Mortgage Loans, the following documents or instruments with respect to each LoanMortgage Loan (the "Related Documentation"):

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser Trustee, as assignee of the Purchaser, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file Mortgage Loan Schedule containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, among other things, as of the Cut-Off Date, off Date (i) its account number and (ii) its Principal the related Cut-off Date Asset Balance. Such file, which Mortgage Loan Schedule forms a part of Exhibit B C to the Pooling and Servicing Agreement, Agreement and shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file a UCC-1 financing statements statement with the County Clerk Secretary of Cobb State in the State of California (xxich which shall have been filed on or before the Closing Date with respect to the Loans Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and, and the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office offices of the Seller, as are necessary to perfect the sale of and protect the Trustee's interest in each Mortgage Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of deliver to the Purchaser deliver toDepositor, and deposit with or at the TrusteeDepositor's direction, as assignee of to the Purchaser, on or before Trustee within 30 days following the Closing Date Date, the following documents or instruments with respect to each LoanMortgage Loan (the "Related Documentation"):

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records that the related Mortgage Loans have been sold to the Purchaser or to the Trustee, as assignee of the Purchaser, as applicable, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the applicable Cut-Off Date, (i) its account number and (ii) its Principal the related Cut-Off Date Loan Balance. Such file, which forms a part of Exhibit B D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk Secretary of Cobb State in the State of North Carolina (xxich which shall have been filed on or before the Closing Date with respect to the Loans Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and, with respect to the Mortgage Loans, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) as secured party and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of and protect the Trustee's interest in each Loan Mortgage Loan, the payments thereon and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of behalf, and at the direction of, the Purchaser deliver to, and deposit with with, the Trustee, as assignee of the Purchaser, Document Custodian on or before the Closing Date Date, the following documents or instruments with respect to each LoanMortgage Loan (the "Related Documents"):

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-Off off Date, (i) its account number and (ii) its Principal the Cut-off Date Balance. Such file, which forms a part of Exhibit B to the Pooling and Servicing Agreement, file shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk of Cobb (xxich shall have been filed on or before the Closing Date with respect to the Loans describing the Loans and naming the Seller as debtor and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of the Trustee's interest in each Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser Purchaser, the Depositor and the Issuer deliver to, and deposit with the Custodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or before the Closing Date (except as noted below) the following documents or instruments with respect to each LoanMortgage Loan (collectively, the “Mortgage File” or, other than the Mortgage Note, the “Related Documents”) listed in Section 2.01(b) of the Transfer and Servicing Agreement. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and federal income tax purposes by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-Off off Date, (i) its account number and (ii) its Principal the Cut-off Date Balance. Such file, which forms a part The file prepared by or on behalf of Exhibit B to the Pooling and Servicing Agreement, Seller shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk of Cobb (xxich shall have been filed on or before the Closing Date with respect to the Loans describing the Loans and naming the Seller as debtor and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of the Trustee's interest in each Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser Purchaser, the Depositor and the Issuing Entity deliver to, and deposit with the Custodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or before the Closing Date (except as noted below) the following documents or instruments with respect to each LoanMortgage Loan (collectively, the “Mortgage File” or, other than the Mortgage Note, the “Related Documents”) listed in Section 2.01(b) of the Transfer and Servicing Agreement. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and federal income tax purposes by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.1 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records records, other than for accounting and federal income tax purposes, that the Mortgage Loans have been sold to the Owner Trustee, as assignee of the Purchaser pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the related Cut-Off off Date, (i) its account number and (ii) its Principal the Cut-off Date Balance. Such file, which forms a part The file prepared by or on behalf of Exhibit B to the Pooling and Servicing Agreement, Seller shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk of Cobb (xxich shall have been filed on or before the Closing Date with respect to the Loans describing the Loans and naming the Seller as debtor and, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of the Trustee's interest in each Loan and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser Purchaser, the Depositor and the Issuer deliver to, and deposit with the Custodian, as custodian on behalf of the Indenture Trustee, as assignee of the Purchaser, on or before the Closing Date (except as noted below) the following documents or instruments with respect to each LoanMortgage Loan (collectively, the "Mortgage File" or, other than the Mortgage Note, the "Related Documents") listed in Section 2.01(b) of the Transfer and Servicing Agreement. The parties hereto intend that the transaction set forth herein be a sale for all purposes other than accounting and federal income tax purposes by the Seller to the Purchaser of all the Seller's right, title and interest in and to the Mortgage Loans and other property described above. In the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest in, to and under the Mortgage Loans and the Related Documents and other property described above, whether now existing or hereafter created, to secure all of the Seller's obligations hereunder; and this Agreement shall constitute a security agreement under applicable law. The parties hereto intend that for federal income tax purposes the transaction set forth herein be treated not as a sale, but as though the Seller retained the tax ownership of the Mortgage Loans through the Trust as a disregarded entity with the Seller as the borrower under the Notes.

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section Sections 2.1 or 2.2 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date Date, (a) to indicate in its books and records that the related Mortgage Loans have been sold to the Purchaser or to the Trustee, as assignee of the Purchaser, as applicable, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the applicable Cut-Off Date, Date (i) its account number and (ii) its Principal the related Cut-Off Date Loan Balance. Such file, which forms a part of Exhibit B D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk Secretary of Cobb State in the State of North Carolina (xxich which shall have been filed on or before the Closing Date with respect to the Loans Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and, with respect to the Mortgage Loans, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) as secured party and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of and protect the Trustee's interest in each Loan Mortgage Loan, the payments thereon and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf behalf, and at the direction, of the Purchaser deliver to, and deposit with with, the Trustee, as assignee of the Purchaser, Document Custodian on or before the Closing Date Date, the following documents or instruments with respect to each LoanMortgage Loan (the "Related Documents"):

Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section Sections 2.1 or 2.2 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date or, in the case of the Subsequent Mortgage Loans, the Subsequent Transfer Date, (a) to indicate in its books and records that the related Mortgage Loans have been sold to the Purchaser or to the Trustee, as assignee of the Purchaser, as applicable, pursuant to this Purchase Agreement and (b) to deliver to the Purchaser a computer file containing a true and complete list of all such Mortgage Loans specifying for each such Mortgage Loan, as of the applicable Cut-Off Date, Date (i) its account number and (ii) its Principal the related Cut-Off Date Loan Balance. Such file, which forms a part of Exhibit B D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Purchase Agreement and is hereby incorporated into and made a part of this Purchase Agreement. The Seller agrees to prepare, execute and file UCC-1 financing statements with the County Clerk Secretary of Cobb State in the State of North Carolina (xxich which shall have been filed on or before the Closing Date with respect to the Initial Mortgage Loans and within 5 days of the related Subsequent Transfer Date with respect to the Subsequent Mortgage Loans) describing the applicable Mortgage Loans and naming the Seller as debtor and, with respect to the Initial Mortgage Loans, the Purchaser as secured party (and indicating that such loans have been assigned to the Trustee) or, with respect to the Subsequent Mortgage Loans, the Trustee, as secured party and all necessary continuation statements and any amendments to the UCC-1 financing statements required to reflect a change in the name or corporate structure of the Seller or the filing of any additional UCC-1 financing statements due to the change in the principal office of the Seller, as are necessary to perfect the sale of and protect the Trustee's interest in each Loan Mortgage Loan, the payments thereon and the proceeds thereof. In connection with any conveyance by the Seller, the Seller shall on behalf behalf, and at the direction, of the Purchaser deliver to, and deposit with with, the Trustee, as assignee of the Purchaser, Document Custodian on or before the Closing Date Date, or in the case of the Subsequent Mortgage Loans, the related Subsequent Transfer Date, the following documents or instruments with respect to each LoanMortgage Loan (the "Related Documents"):