Common use of Items to be Delivered Clause in Contracts

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) 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; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) On the Closing 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Sale Date to be delivered by Seller; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) A certificate of good standing of Purchaser dated as of a date within five (5) Business Days prior to the Closing Sale Date to be delivered by Purchaser; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Sale Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) 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; (xiii) A draft form of a UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related each Owner Consents, and any amendments thereto, promptly after receipt thereof. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) 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; (xiii) A draft form of a UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with duly executed copies of the related each Owner Consents, and any amendments thereto, promptly after receipt thereof. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) On the Closing 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Sale Date to be delivered by Seller; (x) A secretary’s 's certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) A certificate of good standing of Purchaser dated as of a date within five (5) Business Days prior to the Closing Sale Date to be delivered by Purchaser; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Sale Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) On the Closing Initial Applicable Subsequent 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Initial Applicable Subsequent Sale Date to be delivered by Seller; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) A certificate of good standing of Purchaser dated as of a date within five (5) Business Days prior to the Closing Initial Applicable Subsequent Sale Date to be delivered by Purchaser; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Initial Applicable Subsequent Sale Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Original Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Original Agreement Date, if any; (b) 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s 's certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) 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; (xiii) A draft form of a UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with duly executed copies of the related each Owner Consents, and any amendments thereto, promptly after receipt thereof. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Original Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Original Agreement Date, if any; (b) On the Closing 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) A certificate of good standing of Seller dated as of a date within five (5) Business Days prior to the Closing Sale Date to be delivered by Seller; (x) A secretary’s 's certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) A certificate of good standing of Purchaser dated as of a date within five (5) Business Days prior to the Closing Sale Date to be delivered by Purchaser; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Sale Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate company certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificatescertificates and other evidences of company authority as Purchaser or its counsel may reasonably request, each as required by Section 9.03; (xi) The duly executed corporate company certificate of Purchaser required by Section 10.05; (xii) A secretary’s certificate of Purchaser attaching its organizational documents, board resolutions and incumbency certificates and other evidences of company authority as Seller or its counsel may reasonably request, each as required by Section 10.03; (xiii) 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; (xiiixiv) A draft form of a UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve AccountSpread, in form and substance reasonably acceptable to Purchaser; and (xivxv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related each Owner ConsentsConsent, and any amendments thereto, promptly after receipt thereof. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. Section 2.01 Items to be Delivered. (a) On the Agreement 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 as set forth below: (i) This Agreement; (ii) The Current Spread Agreement and all agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Agreement Date, if any; (b) 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 as set forth below: (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) 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; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments required to be delivered under the Current Spread Agreement on the Closing Date. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.

Items to be Delivered. (a) OR CAUSE TO BE DELIVERED BY CONTRACT VENDEE ON THE CLOSING DATE On the Agreement DateClosing date, subject to the satisfaction of the terms Contract Vendee, at its sole cost and conditions hereinexpense, each of Seller and Purchaser shall will deliver or cause to be delivered duly executed copies of to Assignee the following documents to which they are a party or for which they are otherwise responsible as set forth belowfollowing: (ia) This Agreement; (ii) The Current Spread Agreement and all agreementsAll of the documents, certificates, opinions items and instruments required to be delivered by Seller and Contract Vendee under and pursuant to the Current Spread Agreement on the Agreement Date, if anySales Agreement; (b) On Any documents reasonably required by Assignee or necessary in order to effectuate the Closing Datetransactions contemplated by this Assignment Agreement, subject including by way of example and not limitation, affidavits, assurances, acknowledgments, deeds, and transfer tax returns; (c) The Assignment; (d) Seller's written consent and approval to the satisfaction assignment of the terms Sales Agreement to Assignee as provided in Section 5(f) above (subject, however, to Section 6 above); (e) An affidavit on account of Contract Vendee in the form of Exhibit "G", FIRPTA Affidavit; (f) Any agreements contracts, reports, analysis, studies, leases, licenses, tenancies, material, documents and conditions herein, each items with respect to the Premises in the possession of Seller and Purchaser shall deliver Contract Vendee or cause required to be delivered duly executed copies to Assignee pursuant to the terms hereof which have not previously been delivered to Assignee; (g) All estoppel certificates required to be delivered by Seller pursuant to Section 10.D.(ii) of the following documents Sales Agreement and those estoppel certificates which Contract Vendee has acknowledged as having been satisfactorily delivered pursuant to which they are a party or for which they are otherwise responsible Paragraph 2 of the Letter Agreement; (h) The Replacement Reserve and the Common Area Reserve described in Section 17 hereof, together with Escrow Agreement I and Escrow Agreement II (as set forth below:hereinafter defined); and (i) The executed Future Spread Custodial Account Agreement; (ii) The executed Future Spread Custodial Account Control Agreement; (iii) The executed Future Spread Reserve Account Agreement; (iv) The executed Future Spread Reserve Account Control Agreement; (v) 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 All other material Seller agreements; (vi) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the characterization of the transfer of the Future Excess Servicing Spread from Seller to Purchaser as a true sale for bankruptcy purposes; (vii) An Opinion of Counsel of Seller, reasonably acceptable to Purchaser, regarding the perfection of the assignment of Future Excess Servicing Spread to Purchaser and the security interests granted hereunder; (viii) The duly executed corporate certificate of Seller required by Section 9.07; (ix) 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; (x) A secretary’s certificate of Seller attaching its organizational documents, board resolutions instruments and incumbency certificates; (xi) The duly executed corporate certificate of Purchaser required by Section 10.05; (xii) 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; (xiii) A UCC-1 financing statement relating to the sale of the Future Excess Servicing Spread and relating to the security interest of Purchaser in the Third Party Controlled Future Spread Custodial Account and the Future Spread Reserve Account, in form and substance reasonably acceptable to Purchaser; and (xiv) All agreements, certificates, opinions and instruments materials required to be delivered under to Assignee pursuant to the Current Spread Agreement on the Closing Dateterms of this Assignment Agreement. (c) On or before the Assignment Date with respect to a Mortgage Loan, Seller shall provide Purchaser with executed copies of the related Owner Consents, and any amendments thereto. (d) On or before the first Assignment Date, the executed Power of Attorney.