OBLIGATIONS OF SELLER UPON SALE; CHARACTERIZATION. 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 pursuant to this Agreement and (b) to deliver to the Purchaser a computer file containing the Mortgage Loan Schedule. The Seller hereby acknowledges and agrees that the Trustee, at the Seller's expense, shall cause to be recorded in the appropriate public office for real property records for each Mortgage Loan, either the Assignment of Mortgage, or the Assignment of Land Sale Contract or Warranty Deed, as applicable, except that the Trustee need not cause to be recorded any such Assignment of Mortgage which relates to a Mortgage Loan in a jurisdiction under the laws of which, on the basis of an Opinion of Counsel delivered by the Seller, at its expense, to the Trustee which is satisfactory to the Trustee, to the effect that recordation of such assignment is not necessary to protect the Trustee and the Certificateholders' interest in the related Mortgage Loan. The parties hereto intend that the transfer of Mortgage Loans set forth herein be for all purposes 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. It is, further, not the intent of the parties hereto that such transfer be deemed a pledge by the Seller of the rights, titles and interests in and to such Mortgage Loans. However, in the event the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a first priority 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.
