Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers; (f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date; (g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby; (h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement; (i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and (j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (CWCapital Commercial Funding Corp.), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Initial Purchasers and each Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such Agency any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 4 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-5), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-5), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "-Additional Mortgage Loan Information," "-Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C4)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to and stating that the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies information contained in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading; andmisleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(jb) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such further certificates, opinions and documents of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may reasonably request.rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc. Series 2005-R1), Pooling and Servicing Agreement (Asset-Backed Pass-Through Certificates Series 2005-R2), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc. Series 2005-R3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers", "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans", "DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History", "--Certain Terms and Conditions of the Mortgage Loans", "--Assessments of Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan Information", "--Twenty Largest Mortgage Loans", "--The Mortgage Loan Sellers", "--The Sponsors" and "--Representations and Warranties; and
(j) Such further certificatesRepurchases and Substitutions". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement, opinions the first and documents as second full paragraphs on page "v" of the Purchaser may reasonably requestMemorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C30), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Com Mort Pasthr Certs Ser 2003 C5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;; and
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1), Mortgage Loan Purchase Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 4 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Placement Agent may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which Seller each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsPlacement Agent, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Placement Agent and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any free writing prospectus, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the free writing prospectus and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-4)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-3), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-6)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
, (jii) Such further certificatessuch officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, opinions as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and documents nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the Purchaser may reasonably request.date thereof or as of the Closing Date, included or include any untrue statement of a
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C26)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iiiii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg11), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage LoansLoans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans or the Seller, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably requestinformation contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties," "Risk Factors--Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage Pool." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and "Summary of the Offering Memorandum--Relevant Parties--Mortgage Loan Sellers".
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
, and (jii) Such further certificates, opinions and documents as such officer has carefully examined the Purchaser may reasonably request.Specified Portions of the Private Placement
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iiiii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware New York as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg9), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2007-Gg11), Mortgage Loan Purchase Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-6), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-3)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-3), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-6)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe stating that the information contained in the Prospectus Supplement as of the date thereof or as of the Closing Date containsSupplement, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading; andmisleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(jb) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters;
(d) Such further certificates, opinions and documents of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Certificate Insurer may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may reasonably request.rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc Asset-Backed Pass-Through Certificates Series 2004-R9), Pooling and Servicing Agreement (Argent Securities Inc Asset-Backed Pass-Through Certificates, Series 2004-W10)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to such counsel's his/her attention that would lead such counsel him/her to believe that the Prospectus Supplement Specified Portions of the Free Writing Prospectus, as of the date thereof Time of Sale or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 3 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-2)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Initial Purchasers and each Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such Agency any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 3 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc. Series 2006-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-5), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by an officer of the Seller, true and correct copies of Each of:
(i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents certificate of incorporation and bylaws of the Seller, and (iii) an original or a copy of a certificate of good standing of the Seller issued by the Secretary of State of California not earlier than 30 days prior to the State of Delaware as of a recent dateClosing Date;
(ge) A favorable written opinion of counsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the SellerPurchaser, subject to customary exceptions its counsel and carveoutsthe Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the Initial Purchasers, Purchasers and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other opinions of such counsel written opinions, including as to insolvency matters, as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingAgencies; and
(jf) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the Closing Date.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-8), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-7)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "v" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C23), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C23)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of corporate existence regarding the Seller from the State of New York Banking Department, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Placement Agent may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which Seller each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsPlacement Agent, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Placement Agent and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any free writing prospectus, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the free writing prospectus and the Prospectus Supplement and to the Purchaser and the Placement Agent in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 2 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to such counsel's his/her attention that would lead such counsel leads him/her to believe that the Specified Portions of the Free Writing Prospectus Supplement (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-mail on November 1, 2007), as of the date thereof Time of Sale or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "-- Assessments of Property Condition," "--AB Mortgage Loans", "--Additional Mortgage Loan Information," "--Ten Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "-- Assessments of Property Condition," "--Additional Mortgage Loan Information," "-- Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificatesRepurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement, opinions the paragraph that begins on page "iv" of the Memorandum and documents as carries over to page "v" of the Purchaser may reasonably requestMemorandum and the first full paragraph on page "v" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties--The Mortgage Loan Sellers", "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans", "RISK FACTORS--The Mortgage Loans", "DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History", "--Certain Terms and Conditions of the Mortgage Loans", "--Assessments of Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan Information", "--Twenty Largest Mortgage Loans", "--The Sponsors", "--The Mortgage Loan Sellers" and "--Representations and Warranties; and
(j) Such further certificatesRepurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement, opinions the first and documents as second full paragraphs on page "v" of the Purchaser may reasonably requestMemorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C27), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C27)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading;
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1), Mortgage Loan Purchase Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
, and (jii) Such further certificatessuch officer has carefully examined the Specified Portions of the Private Placement Memorandum, opinions and documents dated as of April 23, 2004 (the Purchaser may reasonably request."Memorandum") (pursuant to which certain
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to such counsel's his/her attention that would lead such counsel him/her to believe that the Prospectus Supplement Specified Portions of the Free Writing Prospectus, as of the date thereof Time of Sale or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3), Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officer’s Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and the Secretary of State of Master Servicer under the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to and stating that the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies information contained in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect relating to the Seller or the Mortgage Loans, the Seller, the Master Servicer and the applicable loan portfolio is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) if any of the Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(b) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Pool”, “Yield on the Certificates”, “Description of the Certificates”, “The Seller, Sponsor and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
(f) [Reserved];
(g) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement, under the captions “The Originator” and “The Seller, Sponsor and Master Servicer,” or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and
(jh) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Argent Securities Inc. Series 2006-W3 Trust), Pooling and Servicing Agreement (Argent Securities Inc. Series 2006-W3 Trust)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "-- Assessments of Property Condition," "--Additional Mortgage Loan Information," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated as of the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.Mortgage
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer or other authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, in his or her individual capacity, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by an officer of the Seller, true and correct copies of [Reserved];
(ie) the The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement (or other evidence of such authorization acceptable to the Purchaser), the certificate of incorporation and the Indemnification Agreement, (ii) the organizational documents by-laws of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent datenot earlier than sixty (60) days prior to the Closing Date;
(gf) A favorable written opinion of counsel for the Seller in form and substance acceptable to the SellerPurchaser and its counsel, subject to customary exceptions and carveoutswith any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingAgencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "-Additional Mortgage Loan Information," "-Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2), Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Underwriters Certificate Insurer and the Initial Purchasers Underwriters may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer attached thereto copies of the Sellercertificate of incorporation, dated the Closing Date, by-laws and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe stating that the information contained in the Prospectus Supplement as of the date thereof or as of the Closing Date containsSupplement, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading; andmisleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(jb) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters;
(d) Such further certificates, opinions and documents of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Certificate Insurer may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may reasonably request.rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc. Asset-Backed Pass-Through Certificates Series 2004-R10), Pooling and Servicing Agreement (Argent Securities Inc Asset-Backed Pass-Through Certificates, Series 2004-W11)
Closing Documents. (a) The Closing Documents shall consist of the following, and the delivery thereof on or prior to the Closing Date can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer’s Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, the Initial Purchasers and BAMLCM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) A Certificate certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any free writing prospectus, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the free writing prospectus and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 2 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Mortgage Loan Purchase and Sale Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller MLMCI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the MLMCI Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): “The Parties—The Mortgage Loan Sellers,” “The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and “Description of the Mortgage Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Mortgage Loans,” “—Assessments of Property Condition,” “—Co-Lender Loans,” “—Additional Mortgage Loan Information,” “—Twenty Largest Mortgage Loans,” “—The Mortgage Loan Sellers,” “—Underwriting Standards,” and “—Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions.” The “Specified Portions” of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the second and third paragraphs on page “iv” of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8), Mortgage Loan Purchase Agreement (Wachovia Comm Mort Sec Inc Pass THR Certs Ser 2003-C9)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, opinions and documents as the Purchaser may reasonably request.diskette which accompanies the
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loan or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loan, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage LoansLoan or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loan, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loan), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loan), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loan), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loan), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loan and exclusive of any statements in such sections that purport to describe the servicing and administration provisions of the Pooling and Servicing Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers", "Summary of Prospectus Supplement--The Mortgage Loans And The Mortgaged Real Properties," "Risk Factors" and "Description of the Mortgage Pool". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement (as attached as an exhibit to the Memorandum);
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 2 contracts
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-4), Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
, (jii) Such further certificates, opinions such officer has carefully examined the Specified Portions of the Prospectus Supplement and documents as the Purchaser may reasonably request.nothing has come to his
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15), Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Initial Purchasers and each Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such Agency any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-5)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage LoansLoans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans or the Seller, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties," "Risk Factors--Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2005-Cd1 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of March 1, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Private Placement Memorandum, dated as of March 21, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and, without limitation, exclusive of any statements in such sections that purport to describe the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2005-Mkb2)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Additional Mortgage Loan Information," "--Ten Largest Mortgage Loans--General Motors Building," "--Ten Largest Mortgage Loans--Cornerstone Portfolio," "--Ten Largest Mortgage Loans--Orland Park Place Shopping Center," "--Ten Largest Mortgage Loans--Chesterbrook Office Building," "--Ten Largest Mortgage Loans--The Center at Hobbs Brook," "--Ten Largest Mortgage Loans--The Marketplace at Augu▇▇▇," "--▇▇n Largest Mortgage Loans --Belmont at York Apartments," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such Agency any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading;
(e) The articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Maryland not earlier than sixty (60) days prior to the Closing Date.
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the CMB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller CMB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the CMB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the CMB Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the New York State Banking Department not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Certiticates Series 1999 C2)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Underwriters Purchaser and the Initial Purchasers Underwriter may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe stating that the information contained in the Prospectus Supplement as of the date thereof or as of the Closing Date containsSupplement, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and its loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading; andmisleading and (ii) if the Class M-7, Class CE or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum is true and accurate in all material respects;
(jb) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriter;
(d) Such further certificates, opinions and documents of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriter and the Certificate Insurer may reasonably request.rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in (i) the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III and (ii) the Class M-7 Private Placement Memorandum, under the caption "Yield and Prepayment Considerations" agrees with the records of the Seller and the Master Servicer;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Argent Securities Inc Asset Back Pass THR Certs Ser 2004 W2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇ Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller ▇▇▇▇▇▇ Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇ Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the ▇▇▇▇▇▇ Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters CCMSI and the Initial Purchasers Dealers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters CCMSI and the Initial Purchasers Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or such other statement a combination thereof), relating to incumbency that is acceptable certain corporate and enforceability matters and reasonably satisfactory to the Purchaser, the Underwriters its counsel and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsRating Agencies, dated the Closing Date and addressed to the PurchaserCCMSI, the UnderwritersTrustee, the Initial PurchasersCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(je) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(f) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to and stating that the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies information contained in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(b) An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;
(e) A letter from Ernst & Young, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Pool”, “Yield on the Certificates”, “Description of the Certificates”, “Pooling and Servicing Agreement—The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
(f) [reserved];
(g) The Seller and Master Servicer shall deliver for inclusion in the Prospectus Supplement under the captions “The Mortgage Pool—Underwriting Standards of the Originators;” and “Pooling and Servicing Agreement—The Seller and Master Servicer”, or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and
(jh) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.
Appears in 1 contract
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Initial Purchasers and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any free writing prospectus, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the free writing prospectus and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may reasonably request.his
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers’ Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to and stating that the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies information contained in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(b) An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;
(e) A letter from Ernst & Young, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Pool”, “Yield on the Certificates”, “Description of the Certificates”, “Pooling and Servicing Agreement—The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
(f) [reserved];
(g) The Seller and Master Servicer shall deliver for inclusion in the Prospectus Supplement under the captions “The Mortgage Pool—Underwriting Standards of the Originator;” and “Pooling and Servicing Agreement—The Seller and Master Servicer”, or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and
(jh) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the Bank of America Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller Bank of America Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the Bank of America Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Bank of America Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, in his or her individual capacity, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsin his or her individual capacity, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus (as defined in the Underwriting Agreement, dated as of May 9, 1997, between the Purchaser and ▇▇▇▇▇▇ Brothers Inc. (the "Underwriting Agreement")) and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement (as defined in the Underwriting Agreement) or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller First Union Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum (as defined in the Certificate Purchase Agreement, dated as of May 16, 1997, among the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and First Union Capital Markets Corp.) and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the First Union Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite loan committee authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: “Summary of Prospectus Supplement—The Parties—The Mortgage Loan Sellers,” “Summary of Prospectus Supplement—The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and “Description of the Mortgage Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Mortgage Loans,” “— Assessments of Property Condition,” “—Co-Lender Loans,” “—Additional Mortgage Loan Information,” “— Twenty Largest Mortgage Loans,” “—The Mortgage Loan Sellers,” “—Underwriting Standards,” and “—Representations and Warranties; Repurchases and Substitutions.” The “Specified Portions” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the second and third full paragraphs on page “iv” of the Memorandum.
(e) The resolutions of the requisite committee of the Seller’s board of directors authorizing the Seller’s entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Comptroller of the Currency not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C21)
Closing Documents. The Closing Documents shall consist of the ------------------ following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Commercial Mortgage Pass Through Certiticates Series 1999 C2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum, the Class A-4M Memorandum and the Class A-MM Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, the Class A-4M Memorandum and the Class A-MM Memorandum as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers", "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans", "DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History", "--Certain Terms and Conditions of the Mortgage Loans", "--Assessments of Property Condition", "--Co-Lender Loans", "--Additional Mortgage Loan Information", "--Twenty Largest Mortgage Loans", "--The Mortgage Loan Sellers", "--The Sponsors" and "--Representations and Warranties; and
(j) Such further certificatesRepurchases and Substitutions". The "Specified Portions" of the Memorandum, opinions the Class A-4M Memorandum and documents as the Purchaser may reasonably requestClass A-MM Memorandum shall consist of the Specified Portions of the Prospectus Supplement, the first and second full paragraphs on page "v" of the Memorandum, the Class A-4M Memorandum and the Class A-MM Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust, Series 2007-C32)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C22)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
, and (jii) Such further certificatessuch officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, opinions and documents as of the Purchaser may reasonably request.date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mortgage Securities Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of State of the State of New York, dated not earlier than 30 days prior to the Closing Date; and (e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such Agency any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser Purchaser, the Seller and the SellerCWCapital;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of each of the SellerSeller and CWCapital, executed by a duly authorized officer of the Seller and CWCapital, respectively, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller and CWCapital in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) it has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of each of the SellerSeller and CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the SellerSeller and CWCapital, respectively, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of each of the Seller and CWCapital (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to it, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Preliminary Prospectus Supplement Supplement, together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date thereof Time of Sale, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (iii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties--The Mortgage Loan Sellers", "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans", "RISK FACTORS--The Mortgage Loans", and "DESCRIPTION OF THE MORTGAGE POOL--General", "--Mortgage Loan History", "--Certain Terms and Conditions of the Mortgage Loans", "--Assessments of Property Condition", "--Additional Mortgage Loan Information", "--The Sponsors--CWCapital LLC", "--The Mortgage Loan Sellers" and "--Representations and Warranties; Repurchases and Substitutions". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "v" of the Memorandum.
(e) The certificate of formation and by-laws of the CWCapital and the Seller, and an original or copy of a certificate of good standing of CWCapital and the Seller issued by the Commonwealth of Massachusetts and the State of Delaware, respectively, not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchaser and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading;
(e) The articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Maryland not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, in his or her individual capacity, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true in his or her individual capacity, dated the Closing Date, and correct copies of upon which the Purchaser and the Underwriters may rely, to the effect that (i) such officer has carefully examined the Prospectus (as defined in the Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum (as defined in the Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents certificate of incorporation and by-laws of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent datenot earlier than sixty (60) days prior to the Closing Date;
(gf) A favorable written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇, III, counsel to for the Seller, subject in form and substance acceptable to customary exceptions the Purchaser and carveoutsits counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingAgencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from two officers of the Seller (signed in each case, or such other statement relating to incumbency that is acceptable to in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officers have carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's their attention that would lead such counsel them to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Seller Information (as defined in Section 7(a) below) or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to such Seller Information, in light of the circumstances under which they were made, not misleading, and (ii) such officers have examined the Specified Portions of the Memorandum and nothing has come to their attention that would lead them to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to such Seller Information or omitted or omit to state therein a material fact necessary in order to make the Mortgage Loansstatements therein related to such Seller Information, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards" and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Seller," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Seller," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the Servicing Rights Purchase Agreement, dated as of September 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties;
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Private Placement Memorandum, dated as of September 17, 2004 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Trust 2004-Key2)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An Officer's Certificate from an officer of the Seller, true dated the Closing Date, and correct copies of upon which the Purchaser and the Underwriters may rely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to his attention that would lead him to believe that the Prospectus, as of the date of the Prospectus Supplement or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading;
(e) The resolutions of the requisite committee of the Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents articles of association and by-laws of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent datenot earlier than sixty (60) days prior to the Closing Date;
(gf) A favorable written opinion of counsel to for the Seller, subject reasonably satisfactory to customary exceptions the Purchaser, its counsel and carveoutsthe Rating Agencies, dated the Closing Date and addressed to the Purchaser, the UnderwritersTrustee, the Initial Purchasers, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies Agencies;
(g) A Certificate of ▇▇▇▇▇▇▇, executed by a duly authorized officer of Merrill and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: the representations and warranties of Merrill in connection the Merrill MLPA are true and correct in all material respects at and as of the Closing Date with the transactions contemplated herebysame effect as if made on such date;
(h) A favorable opinion An Officer's Certificate from an officer of in-house counsel to the Seller, subject to customary exceptions and carveoutsMerrill, dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the UnderwritersUnderwriters may rely, to the effect that (i) such officer has carefully examined the Prospectus and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Prospectus Supplement Prospectus, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇▇ Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Seller ▇▇▇▇▇▇▇ Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Memorandum and nothing has come to his attention that would lead him to believe that the Memorandum, as of the date thereof or as of the Closing Date, included or includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇▇ Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein related to the ▇▇▇▇▇▇▇ Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(ji) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (First Union Commercial Mortgage Securities Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of State of the State of New York, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such Agency any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters CCMSI and the Initial Purchasers Dealers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement (other than with respect to the ACS Loans) are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters CCMSI and the Initial Purchasers Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As True and complete copies of the certificate of incorporation and by-laws of the Seller (as certified to by the Secretary or an officer assistant secretary of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller), and (iii) a certificate of good standing of the Seller issued by the Secretary of State of Maryland not earlier than thirty (30) days prior to the State of Delaware as of a recent dateClosing Date;
(ge) A favorable written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the SellerPurchaser, subject to customary exceptions its counsel and carveoutsthe Rating Agencies, dated the Closing Date and addressed to the PurchaserCCMSI, the UnderwritersTrustee, the Initial PurchasersCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(jf) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters CCMSI and the Initial Purchasers Dealers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate from an officer A certificate of in-house counsel to the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters CCMSI and the Initial Purchasers Dealers may rely, to the effect that each the individual specified in such certificate who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or set forth in such certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or herein, has been authorized by a power of attorney to execute and deliver in the Indemnification Agreement, was at the respective times of such signing name and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer behalf of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and any such other document, and the Indemnification Agreement, signature of such person appearing in this Agreement and such documents are his genuine signatures;
(iid) A true and complete copy of the organizational documents by-laws of the Seller (as certified to by the Secretary or an assistant secretary of the Seller), and (iii) a certificate of good standing confirmation of the Seller issued by the Secretary of State Canada's Office of the State Superintendent of Delaware Financial Institutions, and a certificate as to the branch license of a recent datethe Seller's New York branch issued by the Comptroller of the Currency of the United States not earlier than thirty (30) days prior to the Closing Date;
(ge) A favorable written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the SellerPurchaser, subject to customary exceptions its counsel and carveoutsthe Rating Agencies, dated the Closing Date and addressed to the PurchaserCCMSI, the UnderwritersTrustee, the Initial PurchasersCertificate Administrator, the Dealers and the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated herebyAgencies;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
(jf) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Bear, Stearns & Co. Inc. "Representative") and the Certificate Insurer may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California;
(b) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Representative;
(c) Such opinions of counsel as the Rating Agencies, the Certificate Insurer or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;
(d) An Officers' Certificate of each Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Underwriters Certificate Insurer and the Initial Purchasers Representative may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreementby-laws and certificate of good standing of each Servicer;
(e) An Officers' Certificate of each Servicer, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of dated the Closing Date, duly elected or appointed, qualified in form satisfactory to and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to upon which the Purchaser, the Underwriters Certificate Insurer and the Initial PurchasersRepresentative may rely, stating that on the Closing Date the representations and warranties of the Servicer contained in the Pooling and Servicing Agreement will be true and correct and no event has occurred with respect to either Servicer that would constitute an Event of Default thereunder;
(f) As certified by an officer An Opinion of the Seller, true and correct copies Counsel of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutseach Servicer, dated the Closing Date Date, in form satisfactory to and addressed to the Purchaser, the Underwriters, Certificate Insurer and the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated herebyRepresentative;
(hg) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Sellerfrom KPMG L.L.P., subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriterscertified public accountants, to the effect that nothing has come to such counsel's attention they have performed certain specified procedures as a result of which they determined that would lead such counsel to believe that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans, in Loans contained therein) and "The Mortgage Pool" agrees with the light records of the circumstances Seller and the information contained under which they were made, not misleadingthe caption "The Originator" agrees with the records of the Originator; and
(jh) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (New Century Home Equity Loan Trust, Series 2004-A)
Closing Documents. The Closing Documents shall consist of the ----------------- following:
(a) This Agreement duly executed by the Purchaser and the Seller;.
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Datedate hereof, and upon which the Purchaser, the Underwriters Purchaser and the Initial Purchasers its successor and assigns may rely, to the effect that the Seller has, in all material respects, has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Datedate hereof.
(c) True, complete and correct copies of the Seller's certificate of incorporation and by-laws;
(d) A good standing certificate of the Seller from the Secretary of State of Delaware, dated not earlier than 30 days prior to the date hereof.
(e) An Officer's Certificate from an officer A certificate of the Secretary of the Seller, dated the Closing Datedate hereof, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date date hereof in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Datedate hereof, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;.
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable An opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date date hereof and addressed to in the Purchaser, the Underwriters, the Initial Purchasers, form attached hereto as Exhibit 3.
(g) Such other opinions of counsel as the Rating Agencies and, upon request, or the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Credit Enhancer may be required by the Rating Agencies request in connection with the transactions contemplated hereby;sale of the Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement.
(h) A favorable opinion of in-house counsel to the Sellerletter from KPMG Peat Marwick LLP, subject to customary exceptions and carveoutscertified public accountants, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersdate hereof, to the effect that nothing has come to such counsel's attention they have performed certain specified procedures as a result of which they determined that would lead such counsel to believe that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement as Memorandum under the caption "The Pool" agrees with the records of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; andSeller.
(ji) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Loan Sale and Purchase Agreement (Atherton Capital Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-4)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, the Initial Purchasers and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Department of Assessment and Taxation of the State of Maryland, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated the Closing Date, subject to such reasonable assumptions and upon which the Purchaser, the Underwriters and the Initial Purchasers qualifications as may rely, to the effect that each individual who, as an officer or representative of be requested by counsel for the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is each as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, the Rating Agencies ; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement and the Supplemental Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memoranda respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memoranda stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (j) Such further certificates, opinions and documents as the Purchaser may reasonably request.insofar
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officer’s Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to and stating that the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies information contained in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(b) An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Pool”, “Yield on the Certificates”, “Description of the Certificates”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer;
(f) [reserved];
(g) The Seller and Master Servicer shall deliver for inclusion in the Prospectus Supplement under the captions “The Mortgage Pool—Underwriting Standards of the Originator;” and “Pooling and Servicing Agreement—The Seller and Master Servicer”, or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and
(jh) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: “Summary of Prospectus Supplement—The Parties—The Mortgage Loan Sellers,” “Summary of Prospectus Supplement—The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and “Description of the Mortgage Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Mortgage Loans,” “— Assessments of Property Condition,” “—Co-Lender Loans,” “—Additional Mortgage Loan Information,” “— Twenty Largest Mortgage Loans,” “—The Mortgage Loan Sellers,” “—Underwriting Standards,” and “—Representations and Warranties; Repurchases and Substitutions.” The “Specified Portions” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the second and third full paragraphs on page “iv” of the Memorandum.
(e) The resolutions of the requisite committee of the Seller’s board of directors authorizing the Seller’s entering into the transactions contemplated by this Agreement, certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C21)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(ai) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the SellerMaster Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Underwriters Purchaser and the Initial Purchasers Underwriter may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by and Master Servicer under the Secretary of State of the State laws of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe stating that the information contained in the Prospectus Supplement as of the date thereof or as of the Closing Date containsSupplement, with respect relating to the Seller or the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein relating to the Seller or the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading; andmisleading and (ii) if any of the Class M-10, Class M-11, Class CE or Class P Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(jb) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such further certificates, opinions and documents of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may reasonably request.rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Certificates", "Description of the Certificates", "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of the Seller;
Appears in 1 contract
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer or other authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof;
(ec) An Officer's Certificate from an officer of the Seller, in his or her individual capacity, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by an officer of the Seller, true and correct copies of [Reserved].
(ie) the The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement (or other evidence of such authorization acceptable to the Purchaser), the certificate of incorporation and the Indemnification Agreement, (ii) the organizational documents by-laws of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent datenot earlier than sixty (60) days prior to the Closing Date;
(gf) A favorable written opinion of counsel for the Seller in form and substance acceptable to the SellerPurchaser and its counsel, subject to customary exceptions and carveoutswith any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, Underwriters and each of the Rating Agencies and, upon request, the other parties to the Pooling and Servicing AgreementAgencies, together with such other written opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingAgencies; and
(jg) Such further certificates, opinions and documents as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Mortgage Investors Inc)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of State of Delaware, dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Initial Purchasers and each Rating Agencies and, upon request, the other parties to the Pooling Agency and Servicing Agreement, together with such any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jg) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and
(h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2005-5)
Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto:
(ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;
(b) The , and the Pooling and Servicing Agreement Agreement, duly executed and delivered by the Purchaser and all the other parties thereto;; and
(c) The Indemnification Agreement duly An Officer's Certificate executed by an authorized officer of the parties thereto;Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the Secretary of the State of New York , dated not earlier than 30 days prior to the Closing Date; and
(e) A Certificate certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, rely to the effect that (i) the representations and warranties of the Seller in the Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and
(ef) An Officer's Certificate from an officer A written opinion of counsel for the Seller, dated subject to such reasonable assumptions and qualifications as may be requested by counsel for the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that Seller each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial PurchasersTrustee, the Initial Purchasers and each Rating Agencies Agency; and, upon request, the other parties to the Pooling and Servicing Agreement, together with such
(g) Any other opinions of such counsel as may be required for the Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel issuance of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleadingCertificates; and
(jh) Such further certificates, opinions and documents as the Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the respective parties thereto; and
(j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)
Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A An Officers' Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the Underwriters and the Initial Purchasers "Underwriters") may rely, to the effect that each individual who, as an officer or representative and attached thereto copies of the Sellercertificate of incorporation, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing by-laws and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by under the Secretary laws of State of the State of Delaware as of a recent dateCalifornia;
(gb) A favorable opinion An Opinion of counsel to Counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date Date, in form satisfactory to and addressed to the PurchaserOriginator, the Purchaser and the Underwriters, the Initial Purchasers, ;
(c) Such opinions of counsel as the Rating Agencies andor the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement;
(d) An Officers' Certificate of the Master Servicer, dated the Closing Date, in form satisfactory to and upon requestwhich the Originator, the other parties Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Master Servicer issued by the Office of Thrift Supervision;
(e) An Officers' Certificate of the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Originator, the Purchaser and the Underwriters may rely, stating that on the Closing Date the representations and warranties of the Master Servicer contained in the Pooling and Servicing Agreement, together Agreement will be true and correct and no event has occurred with such other opinions respect to the Master Servicer that would constitute an Event of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated herebyDefault thereunder;
(hf) A favorable opinion An Opinion of in-house counsel to Counsel of the Seller, subject to customary exceptions and carveoutsMaster Servicer, dated the Closing Date Date, in form satisfactory to and addressed to the PurchaserOriginator, the Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Sellerfrom KPMG L.L.P., subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriterscertified public accountants, to the effect that nothing has come to such counsel's attention they have performed certain specified procedures as a result of which they determined that would lead such counsel to believe that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loans, in Loans contained therein) and "The Mortgage Pool" agrees with the light records of the circumstances Seller and the information contained under which they were made, not misleadingthe caption "The Originator" agrees with the records of the Originator; and
(jh) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2003-1)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics of the Underlying Mortgage Loans" (j) Such further certificates, opinions and documents insofar as the Purchaser may reasonably request.information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Underlying Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement, entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet And Description of the Ten Largest Mortgage Loans" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with Annex A-1 or Annex A-2), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--Relevant Parties--Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Underlying Mortgage Loans And The Mortgaged Real Properties," "RISK FACTORS", and "DESCRIPTION OF THE MORTGAGE POOL" (other than "DESCRIPTION OF THE MORTGAGE POOL--Assignment of the Mortgage Loans"). The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "v" of the Memorandum;
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards," and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iv" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officer's Certificate officer’s certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer’s certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchaser may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The “Specified Portions” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement): “Summary of Prospectus Supplement––”The Parties—The Mortgage Loan Seller,” “Summary of Prospectus Supplement––The Mortgage Loans,” “Risk Factors—The Mortgage Loans,” and “Description of the Mortgage Pool—General,” “—Mortgage Loan History,” “—Certain Terms and Conditions of the Mortgage Loans,” “—Assessments of Property Condition,” “—Co-Lender Loans,” “—Additional Mortgage Loan Information,” “—Twenty Largest Mortgage Loans,” “—The Mortgage Loan Seller,” “—Underwriting Standards,” and “—Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions.” The “Specified Portions” of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page “iii” of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C19)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards" and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8)
Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, Purchaser and the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(fd) As certified by An officer's certificate from an officer of the Seller, true and correct copies of Seller (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware signed in his/her capacity as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveoutsan officer), dated the Closing Date Date, and addressed to upon which the Purchaser, Purchaser and the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Underwriters may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to such counsel's his attention that would lead such counsel him to believe that the Specified Portions of the Prospectus Supplement Supplement, as of the date thereof of the Prospectus Supplement, or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement--The Parties--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement--The Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and Conditions of the Mortgage Loans," "--Assessments of Property Condition," "--Co-Lender Loans," "--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans," "--The Mortgage Loan Sellers," "--Underwriting Standards" and "--Representations and Warranties; and
(j) Such further certificates, opinions Repurchases and documents as Substitutions." The "Specified Portions" of the Purchaser may reasonably requestMemorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraph on page "iii" of the Memorandum.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Wachovia Commercial Mort Sec Inc Com Mor Ps THR Cer Se 03-C8)
Closing Documents. The Closing Documents shall consist of the following:
(ai) This Agreement duly executed by the Purchaser and the Seller;
, (bii) The the Pooling and Servicing Agreement duly executed by the parties theretothereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement");
(cb) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(ec) An Officerofficer's Certificate certificate from an officer of the SellerSeller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreementtherein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), or such other statement relating to incumbency that is acceptable to dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as Purchasers may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwritersrely, to the effect that (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to such counsel's his/her attention that would lead such counsel him/her to believe that the Prospectus Supplement Specified Portions of the Free Writing Prospectus, as of the date thereof Time of Sale or as of the Closing Date containsDate, with respect to the Seller included or the Mortgage Loans, include any untrue statement of a material fact relating to the Mortgage Loans or omits omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Seller Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading; and
. The "Specified Portions" of the Free Writing Prospectus shall consist of Annex A-1 (jas contained in each of the September 13, 2006 Free Writing Prospectus and the September 15, 2006 Revised Annex A-1 Free Writing Prospectus) Such further certificatesthereto, opinions and documents entitled "Certain Characteristics of the Mortgage Loans" (insofar as the Purchaser may reasonably requestinformation contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Free Writing Prospectus, entitled "Preliminary Structural and Collateral Term Sheet" (as modified by the September 15, 2006 Term sheet and insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies the Free Writing Prospectus (insofar as such CD-ROM is consistent with Annex ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Free Writing Prospectus (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive of any statements in such sections that purport to describe the servicing and administration provisions of the Pooling and Servicing Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of Offering Prospectus--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related to the Mortgage Loans", "Description of the Mortgage Pool", "Transaction Participants--The Sponsors" and "Affiliations and Certain Relationships and Related Transactions".
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (ML-CFC Commercial Mortgage Trust 2006-3)