Common use of Items to be Delivered on the Closing Date Clause in Contracts

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The Owner Consent; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser); (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Asset Purchase Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (vi) The executed Power of Attorney.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The Owner Consent; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser); (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Asset Purchase Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (vi) The executed Power of Attorney.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The Owner Consent; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Residential Servicing Business Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Residential Servicing Business Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser)satisfied; (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Residential Servicing Business Asset Purchase Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap Aurora will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (viiv) The executed Power of AttorneyPledge Agreement, if any.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The Obtained Owner ConsentConsents; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Residential Servicing Business Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, Seller reasonably acceptable to Purchaser, Purchaser regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy or receivership purposes, as applicable; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Residential Servicing Business Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser)satisfied; (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Residential Servicing Business Asset Purchase Agreement;; and (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap Aurora will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (vi) The executed Power of Attorney.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The With respect to each Mortgage Loan, either (i) an Owner ConsentConsent relating to the Servicing Agreement for such Mortgage Loan or (ii) a final order entered by the bankruptcy court providing that such Owner Consent is not required; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, Seller reasonably acceptable to Purchaser, Purchaser regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy or receivership purposes, as applicable; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser); (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Asset Purchase Agreement; (ii) The Each xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (viiv) The executed Power of Attorney.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The Owner Consent; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on or prior to the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Residential Servicing Business Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on or prior to the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and enforceability of the applicable Transaction Documents (other than the Letter Agreements) to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding (a) the characterization of the transfer of the Mortgage Servicing Rights to Seller as a true sale for bankruptcy or receivership purposes and such other items as may be reasonably requested by the Purchaser and (b) the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Residential Servicing Business Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser)satisfied; (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with duly executed copies of the following: (i) Any amendments, modifications or restatements of the Residential Servicing Business Asset Purchase Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap Aurora will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures OrderTri-Party Agreement, Sale Approval Order, Confirmation Order and any Final Orderif any; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (viv) The executed Power of AttorneyLetter Agreements.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The With respect to each Mortgage Loan, either (i) an Owner ConsentConsent relating to the Servicing Agreement for such Mortgage Loan or (ii) a final order entered by the bankruptcy court providing that such Owner Consent is not required; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, Seller reasonably acceptable to Purchaser, Purchaser regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy or receivership purposes, as applicable; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser); (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Asset Purchase Agreement; (ii) The Each xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order; (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (viiv) The executed Power of Attorney.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsible: (i) The Obtained Owner ConsentConsents; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on or prior to the Closing Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Residential Servicing Business Asset Purchase Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on or prior to the Closing Date; (v) The executed Current Spread Custodial Account Agreement; (vi) The executed Current Spread Custodial Account Control Agreement; (vii) The executed Current Spread Reserve Account Agreement; (viii) The executed Current Spread Reserve Account Control Agreement; (ix) An Opinion of Counsel of Seller, Seller reasonably acceptable to Purchaser, Purchaser regarding due authorization, authority, and enforceability of the applicable Transaction Documents (other than the Letter Agreements) to which Seller is a party, and regarding no conflicts with other material Seller agreements; (x) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding (a) the characterization of the transfer of the Mortgage Servicing Rights to Seller as a true sale for bankruptcy or receivership purposes and such other items as may be reasonably requested by the Purchaser and (b) the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy or receivership purposes; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xii) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiii) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xiv) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Residential Servicing Business Asset Purchase Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser)satisfied; (xv) A duly executed corporate certificate of Seller required by Section 9.07 dated as of the Closing Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Closing Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and (xviii) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with duly executed copies of the following: (i) Any amendments, modifications or restatements of the Residential Servicing Business Asset Purchase Agreement; (ii) Agreement Regarding Servicing and Servicing Rights Ownership; (iii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which ResCap Aurora will transfer the Mortgage Servicing Rights to Seller; (iii) The Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final Order;; and (iv) The Tri-Party Agreement; (v) The Pledge Agreement, if any; and (vi) The executed Power of AttorneyLetter Agreements.

Items to be Delivered on the Closing Date. (a) On the Closing Date, subject to the satisfaction of the terms and conditions herein, each of Seller and Purchaser shall deliver or cause to be delivered duly executed copies of the following documents to which they are a party or for which they are otherwise responsibleresponsible as set forth below: (i) The Owner Consent; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale Agreement and Future Spread Agreement on the Closing Date; (iva) All agreements, certificates, opinions and instruments required to be delivered under the executed Asset Mortgage Servicing Rights Purchase and Sale Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Closing Date. (b) The executed FHLMC Acknowledgment Agreement; (vc) The executed Assignment Agreement; (d) The executed Current Spread Custodial Account Agreement; (vie) The executed Current Spread Custodial Account Control Agreement; (viif) The executed Current Spread Reserve Account Agreement; (viiig) The executed Current Spread Reserve Account Control Agreement; (ixh) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding due authorization, authority, and enforceability of the applicable Transaction Documents to which Seller is a party, and regarding no conflicts with other material Seller agreements; (xi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Current Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (xij) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Current Excess Servicing Spread to Purchaser and the security interests granted hereunder; (xiik) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Seller; (xiiil) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates, and other evidences of company authority as Purchaser or its counsel may reasonably request, each as required by Section 8.03; (xivm) An officer’s certificate of Seller that all conditions precedent to the purchase of the Mortgage Servicing Rights under the Asset Mortgage Servicing Rights Purchase and Sale Agreement have been satisfied (or if waived, such waiver has been approved by Purchaser)satisfied; (xvn) A duly executed corporate company certificate of Seller required by Section 9.07 8.07 dated as of the Closing Date; (xvio) A duly executed corporate company certificate of Purchaser required by Section 10.05 9.05 dated as of the Closing Date; (xviip) A secretary’s certificate of Purchaser attaching its organizational documents, board resolutions and incumbency certificates, and other evidences of company authority as the Seller or its counsel may reasonably request, each as required by Section 9.03; (q) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Closing Date to be delivered by Purchaser; and; (xviiir) A UCC-1 financing statement relating to the security interest of Purchaser in the Current Excess Servicing Spread, the Third Party Controlled Current Spread Custodial Account and the Current Spread Reserve Account, in form and substance reasonably acceptable to Purchaser. (b) On the Closing Date, subject to the satisfaction of the terms and conditions herein, Seller shall provide Purchaser with copies of the following: (i) Any amendments, modifications or restatements of the Asset Purchase Agreement; (iis) The xxxx of sale, assignment agreement or any other transfer agreement pursuant to which ResCap will BofA shall transfer the Mortgage Servicing Rights to Seller; (iiit) The Any amendments, modifications or restatements of the Mortgage Servicing Rights Purchase and Sale Procedures Order, Sale Approval Order, Confirmation Order and any Final OrderAgreement; (ivu) A completed Estimated Base Purchase Price Computation Worksheet as required by Section 3.01(b); (v) The executed Tri-Party Agreement; (vw) The Pledge Agreement, if anyexecuted Interim Servicing Addendum; and (vix) The executed Power of AttorneyPledge Agreement.