that Seller shall remain the mortgagee of record under each applicable FHA Insurance contract. The Parties acknowledge and agree that the Final Closing Payment and the Contribution collectively represent fair market value of the Participation as of the Closing Date.
(b) No later than ten (10) Business Days following the Closing Date, Seller shall deliver to Purchaser a statement (the “Closing Date Statement”) setting forth the Closing Date Stated Principal Balance and the Closing Date Stated Advance Balance for the Mortgage Assets and the Final Closing Payment. In the event that the Final Closing Payment is greater than the Estimated Closing Payment, Purchaser shall pay the applicable shortfall amount to Seller. In the event that the Final Closing Payment is less than the Estimated Closing Payment, Seller shall refund the applicable overage to Purchaser.
(c) On the Closing Date, Seller shall deliver to Purchaser a participation certificate in the form of Exhibit D attached hereto (the “Participation Certificate”) representing the ownership of the Participation.
Section 2.02 Servicing; Entitlement to Payments on the HECM Loans.
Seller shall service each Mortgage Asset in accordance with the Servicing Agreement. Seller, in its capacity as Servicer, shall collect all payments of principal and accrued interest, all insurance proceeds and all other monies collected or received after the Closing Date with respect to the Mortgage Assets (“Loan Proceeds”) and shall remit the Loan Proceeds to Purchaser in accordance with the terms of Section 3.9 of the Servicing Agreement.
Section 2.03 Payment of Costs and Expenses.
Purchaser and Seller shall each bear their own costs and expenses in connection with the purchase and sale of the Participation including, without limitation, the legal fees and expenses of their respective attorneys and any due diligence expenses.
Section 2.04 Document Delivery.
(a) The parties acknowledge and agree that the Custodian will act as custodian of the Collateral Files pertaining to each HECM Loan. Custodian and the parties entered into a custodial agreement pursuant to which Custodian agreed to hold the Collateral Files for the benefit of Seller, as owner of legal title to the Mortgage Assets and as agent for Purchaser, as the holder of the Participation evidencing the beneficial ownership in such Mortgage Assets, and for the Note Purchaser, as collateral assignee. With respect to any Collateral File that is being held by a bailee (in connection with a foreclosure proceeding or otherwise), Seller covenants that the Collateral File is, on the Closing Date, either in Seller’s possession or in the possession of the related bailee and any breach of such covenant with respect to a document shall mean a Document Defect (as defined below) exists with respect thereto.
(b) For a period of ninety (90) days following the Closing Date, Seller shall use its commercially reasonable efforts to cure any Document Defects in all material respects; provided, however that if Seller is diligently pursuing cure efforts with respect to any such breach upon