Obligations of the Transferor Upon Sale. In connection with any transfer pursuant to Section 2 hereof, the Transferor further agrees, at its own expense, on or prior to the Subsequent Transfer Date (a) to indicate in its books and records that the Subsequent Loans have been sold to the Grantor Trustee pursuant to this Subsequent Transfer Agreement and (b) to deliver to the Grantor Trustee a computer file containing a true and complete list of all Subsequent Loans in the format required by Section 2.2 of the Purchase Agreement. In connection with any conveyance by the Transferor, the Transferor shall on behalf of the Grantor Trustee deliver to, and deposit with the Custodian, on behalf of the Grantor Trustee, on or before the Subsequent Transfer Date the Related Documents (as defined in the Purchase Agreement) with respect to each Subsequent Loan. In connection with any conveyance by the Transferor, the Transferor shall on behalf of the Grantor Trustee deliver to, and deposit with the Servicer, as the designated agent of the Grantor Trustee, on or before the Subsequent Transfer Date the Servicer's Home Loan File with respect to each Subsequent Loan. The Transferor further hereby confirms to the Grantor Trustee that, as of the Subsequent Transfer Date it has caused the portions of the Transferor's electronic ledger relating to the Subsequent Loans to be clearly and unambiguously marked to indicate that the Subsequent Loans have been sold to the Grantor Trustee. The parties hereto intend that each of the transactions set forth herein be a sale by the Transferor to the Grantor Trustee of all of the Transferor's right, title and interest in and to the Subsequent Loans and other property described above. In the event the transactions set forth herein are deemed not to be a sale, the Transferor hereby grants to the Grantor Trustee a security interest in all of the Transferor's right, title and interest in, to and under the Subsequent Loans and other property described above, whether now existing or hereafter created, to secure all of the Transferor's obligations hereunder; and this Subsequent Transfer Agreement shall constitute a security agreement under applicable law.
