Obligations of Seller Upon Sale. (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. 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 Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:
Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.01, the Seller further agrees, at its own expense:
Obligations of Seller Upon Sale. Section 2.03 Payment of Purchase Price for the Mortgage Loans..............
Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense on or prior to the Closing Date, (a) to cause its books and records to indicate 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 such Mortgage Loan, as of the Cut-off Date, (i) its account number and (ii) the Cut-off Date Principal Balance. Such file, which forms a part of Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement and (c) to deliver to the Purchaser and the Trustee the ETT (as defined in the PMI Policy) with respect to the Mortgage Loans. 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 Mortgage Loan:
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. In connection with any transfer pursuant to Section 2.01 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 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 file, which forms a part of Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. 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 Mortgage Loan:
Obligations of Seller Upon Sale. (a) In connection with the transfer pursuant to Section 2.01 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 Mortgage Loans have been sold to the Purchaser or to the Indenture Trustee as assignee of the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser (or its designee, the Indenture Trustee) a computer file containing a true and complete list of all such Mortgage Loans specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, (1) its account number and (2) the Cut-off Date Principal Balance. Such file, which forms a part of Exhibit A to the Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement.
Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.01 hereof, the Seller agrees, at its own expense, on or prior to the Closing Date, (i) to cause its books and records to indicate that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (ii) to deliver to the Purchaser and the Trustee an electronic data file containing a true and complete list of all such Mortgage Loans, specifying for each such Mortgage Loan, as of the Cut-off Date, those data fields as required in the Pooling and Servicing Agreement. Such file, which forms a part of Exhibit D to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. 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, or to the Custodian, on or before the Closing Date, the following documents or instruments, which documents and instruments will comply with the requirements of the Pooling and Servicing Agreement notwithstanding any provision to the contrary below:
Obligations of Seller Upon Sale. ARTICLE III
Obligations of Seller Upon Sale. In connection with any transfer pursuant to Section 2.01 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 Mortgage Loans have been sold to the Purchaser or to the [Owner] Trustee as assignee of the Purchaser, as applicable, pursuant to this Agreement and (b) to deliver to the Purchaser or at the direction of the Purchaser, to the [Indenture] Trustee, as applicable, 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 file, which forms a part of Exhibit A to the [Document], shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with any conveyance by the Seller, the Seller shall on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit with the Purchaser or, at the direction of the Purchaser, to the [Owner] Trustee [or, at the direction of the Owner Trustee, to the Indenture Trustee,] the following documents or instruments with respect to each Mortgage Loan (the "Related Documents"); provided that so long as the rating of the Seller's [ ] debt is [ ] or above, the Seller may retain possession of the Related Documents as custodian:
