Obligations of the Originator Upon Sale. In connection with any transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense on or prior to the Closing Date, (a) to cause its books and records and the books and records of each Seller Trust, to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (b) 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 Date (i) its account number and (ii) the Cut-off Date Principal Balance. Such files, which form a part of Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedules I-XI to this Agreement and are hereby incorporated into and made a part of this Agreement. In connection with any conveyance by the Sellers, the Originator 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 Mortgage Loan:
Obligations of the Originator Upon Sale. In connection with the transfer pursuant to Section 2.01 hereof, the Originator further agrees, at its own expense, on or prior to the Closing Date or as otherwise indicated in this Section 2.02, (a) to indicate in its books, records and computer systems that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement, (b) 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 Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance and such file, which forms a part of Schedule I to the Pooling and Servicing Agreement, shall also be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) for each Mortgage Loan that is not a MERS Mortgage Loan, to execute an Assignment of Mortgage in blank for each Mortgage Loan. In connection with such conveyance by the Originator, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trust Administrator, as custodian on behalf of the Trustee, as assignee of the Purchaser, the Mortgage Files relating to the Mortgage Loans on or before the Closing Date in the manner set forth in Section 2.01 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 or hereafter created, conveyed to it pursuant to Section 2.01 hereof. The parties hereto intend that the transaction set forth herein be a non-recourse sale by the Originator to the Purchaser of all of the Originator's right, title and interest in and to the Mortgage Loans and other property described above. Nonetheless, in the event the transaction set forth herein is deemed not to be a sale, the Originator hereby grants to the Purchaser a security interest in all of the Originator'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 Originator's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. The Originator 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 perfect...
