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

Items to be Delivered on the Sale Date. (a) On the Sale 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 GNMA Acknowledgment Agreement; (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 Sale Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Purchase and Sale Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Sale Date; (v) The executed Current Spread Distribution Account Agreement; (vi) The executed Current Spread Distribution 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; (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 Purchase and Sale 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 Sale Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Sale Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Sale 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, in form and substance reasonably acceptable to Purchaser. (b) On the Sale 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 Purchase and Sale Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which Bank of America will transfer the Mortgage Servicing Rights to Seller; (iii) The executed Power of Attorney; and (iv) A preliminary Schedule of Mortgage Loans containing information with respect to the Mortgage Loans anticipated to be included in this Agreement on the Sale Date as of November 30, 2012.

Items to be Delivered on the Sale Date. (a) On the Sale 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 GNMA Acknowledgment AgreementOwner 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 Sale Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Purchase and Sale Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Sale Date; (v) The executed Current Spread Distribution Custodial Account Agreement; (vi) The executed Current Spread Distribution 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 PurchaserPurchaser 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 Purchase and Sale 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 Sale Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Sale Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Sale 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 Sale 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 Purchase and Sale Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which Bank of America will transfer the Mortgage Servicing Rights to Seller; (iii) The Tri-Party Agreement; (iv) The executed Power of Attorney; and (ivv) A preliminary Schedule of Mortgage Loans containing information with respect to the Mortgage Loans anticipated to be included in this Agreement on the Sale Date as of November 30, 2012.

Items to be Delivered on the Sale Date. (a) On the Sale 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 GNMA Acknowledgment Agreement; (ii) The Assignment Agreement; (iii) All agreements, certificates, opinions and instruments required to be delivered under each Sale pursuant to this Agreement and Future Spread Agreement on the Sale Date; (iv) All agreements, certificates, opinions and instruments required to be delivered under the executed Purchase and Sale Agreement reasonably related to the transactions contemplated hereunder that are required to be delivered on the Sale Date; (v) The executed Current Spread Distribution Account Agreement; (vi) The executed Current Spread Distribution 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 sale of Current Excess Servicing Spread to PurchaserPurchaser 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 Purchase and Sale 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 Sale Date; (xvi) A duly executed corporate certificate of Purchaser required by Section 10.05 dated as of the Sale Date; (xvii) A certificate of good standing of Purchaser, dated as of a date within five (5) Business Days prior to the Sale 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, in form and substance reasonably acceptable to Purchaser. (b) On the Sale 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 Purchase and Sale Agreement; (ii) The xxxx of sale, assignment agreement or other transfer agreement pursuant to which Bank of America will transfer the Mortgage Servicing Rights to Seller; (iii) The executed Power of Attorney; and (iv) A preliminary The final Schedule of Mortgage Loans containing information with respect as of the Cut-off Date (including all of the contents set forth in Exhibit A to the Mortgage Loans anticipated to be included in this Agreement on the Purchase and Sale Date as of November 30, 2012Agreement).